##### 



Exhibit 10.2
 AMENDED AND RESTATED
AMB 2005
NONQUALIFIED DEFERRED COMPENSATION PLAN




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TABLE OF CONTENTS
 PageARTICLE 1. DEFINITIONS
    
    
    11.1
    
    
Account Balance

    
    
    11.2
    
    
Accounts

    
    
    21.3
    
    
Administrator

    
    
    21.4
    
    
Annual Bonus

    
    
    21.5
    
    
Annual Company Contribution Amount

    
    
    21.6
    
    
Annual Company Matching Amount

    
    
    21.7
    
    
Annual Deferral Amount

    
    
    21.8
    
    
Annual Installment Method

    
    
    21.9
    
    
Base Annual Salary

    
    
    21.10
    
    
Beneficiary

    
    
    21.11
    
    
Beneficiary Designation Form

    
    
    31.12
    
    
Board

    
    
    31.13
    
    
Change in Control

    
    
    31.14
    
    
Change in Control Benefits

    
    
    31.15
    
    
Claimant

    
    
    31.16
    
    
Code

    
    
    31.17
    
    
Committee

    
    
    41.18
    
    
Company

    
    
    41.19
    
    
Company Contribution Account

    
    
    41.20
    
    
Company Matching Account

    
    
    41.21
    
    
Deduction Limitation

    
    
    41.22
    
    
Deferral Account

    
    
    41.23
    
    
Director

    
    
    41.24
    
    
Directors Fees

    
    
    41.25
    
    
Disability

    
    
    41.27
    
    
Disability Benefits

    
    
    51.28
    
    
Election Form

    
    
    51.29
    
    
Employee

    
    
    51.30
    
    
Employer(s)

    
    
    51.31
    
    
ERISA

    
    
    51.32
    
    
Equity Plan

    
    
    51.33
    
    
Exchange Act

    
    
    51.34
    
    
Fair Market Value

    
    
    51.35
    
    
First Plan Year

    
    
    51.36
    
    
Fixed Date Payout

    
    
    51.37
    
    
Fixed Date Payout Account Balance

    
    
    51.38
    
    
401(k) Plan

    
    
    51.39
    
    
Measurement Fund

    
    
    51.40
    
    
Non-Employee Director

    
    
    61.41
    
    
Officer

    
    
    61.42
    
    
Participant

    
    
    61.43
    
    
Partnership

    
    
    61.44
    
    
Plan

    
    
    61.45
    
    
Plan Year

    
    
    61.46
    
    
Pre-Retirement Survivor Benefits

    
    
    61.47
    
    
Quarterly Installment Method

    
    
    61.48
    
    
Restricted Stock

    
    
    61.49
    
    
Restricted Stock Account

    
    
    61.50
    
    
Restricted Stock Amount

    
    
    6
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1.51
    
    Retirement, Retire(s) or Retired
    
    
    71.52
    
    Retirement Benefits
    
    
    71.53
    
    Rule 16b-3
    
    
    71.54
    
    Securities Act
    
    
    71.55
    
    Separation from Service
    
    
    71.56
    
    Stock
    
    
    81.57
    
    Stock Unit
    
    
    81.58
    
    Termination Benefits
    
    
    81.59
    
    Termination of Employment
    
    
    81.60
    
    Trust
    
    
    81.61
    
    Unforeseeable Financial Emergency
    
    
    81.62
    
    Vesting Date
    
    
    91.63
    
    Years of Service
    
    
    9ARTICLE 2. SELECTION, ENROLLMENT, ELIGIBILITY
    
    
    92.1
    
    Selection by Administrator
    
    
    92.2
    
    Enrollment Requirements
    
    
    92.3
    
    Eligibility Requirements; Commencement of Participation
    
    
    92.4
    
    Termination of Participation and/or Deferrals
    
    
    9ARTICLE 3. DEFERRAL COMMITMENTS/COMPANY CONTRIBUTIONS/CREDITING/TAXES
    
    
    103.1
    
    Election to Defer; Effect of Election Form
    
    
    103.2
    
    Redeferral
    
    
    103.3
    
    Special Elections During Transition Period
    
    
    113.4
    
    Annual Minimum
    
    
    123.5
    
    Maximum Deferral
    
    
    123.6
    
    Accounts; Crediting of Deferrals
    
    
    123.7
    
    Vesting
    
    
    133.8
    
    Earnings Credits or Losses
    
    
    133.9
    
    Distributions
    
    
    15ARTICLE 4. FIXED DATE PAYOUTS
    
    
    154.1
    
    Fixed Date Payout
    
    
    154.2
    
    Other Benefits Take Precedence Over Fixed Date
    
    
    15ARTICLE 5. DISTRIBUTIONS
    
    
    155.1
    
    Retirement Benefit
    
    
    155.2
    
    Pre-Retirement Survivor Benefit
    
    
    165.3
    
    Termination Benefit
    
    
    165.4
    
    Change in Control Benefit
    
    
    165.5
    
    Disability Benefit
    
    
    165.6
    
    Stock Distributions
    
    
    175.7
    
    Delayed Distributions for Employee Participants
    
    
    17ARTICLE 6. UNFORESEEABLE FINANCIAL EMERGENCIES
    
    
    176.1
    
    Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies
    
    
    17ARTICLE 7. BENEFICIARY DESIGNATION
    
    
    177.1
    
    Beneficiary
    
    
    177.2
    
    Beneficiary Designation; Change; Spousal Consent
    
    
    177.3
    
    Acknowledgment
    
    
    187.4
    
    No Beneficiary Designation
    
    
    187.5
    
    Doubt as to Beneficiary
    
    
    18
 -ii-




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7.6
    
    Discharge of Obligations
    
    
    18ARTICLE 8. LEAVE OF ABSENCE
    
    
    188.1
    
    Paid Leave of Absence
    
    
    18ARTICLE 9. TERMINATION, AMENDMENT OR MODIFICATION
    
    
    189.1
    
    Termination With Respect to Account Balances
    
    
    189.2
    
    Amendment
    
    
    189.3
    
    Effect of Payment
    
    
    19ARTICLE 10. ADMINISTRATION
    
    
    1910.1
    
    Administrator Duties
    
    
    1910.2
    
    Binding Effect of Decisions
    
    
    1910.3
    
    Committee
    
    
    1910.4
    
    Indemnification
    
    
    2010.5
    
    Employer Information
    
    
    20ARTICLE 11. CLAIMS PROCEDURES
    
    
    2011.1
    
    Presentation of Claim
    
    
    2011.2
    
    Notification of Decision
    
    
    2011.3
    
    Review of a Denied Claim
    
    
    2111.4
    
    Decision on Review
    
    
    2111.5
    
    Designation
    
    
    2111.6
    
    Arbitration
    
    
    21ARTICLE 12. TRUST
    
    
    2112.1
    
    Establishment of the Trust
    
    
    2212.2
    
    Interrelationship of the Plan and the Trust
    
    
    2212.3
    
    Investment of Trust Assets
    
    
    2212.4
    
    Distributions From the Trust
    
    
    2212.5
    
    Limitations on Stock Distributed from the Trust
    
    
    22ARTICLE 13. PROVISIONS RELATING TO SECURITIES LAWS
    
    
    2213.1
    
    Designation of Participants
    
    
    2213.2
    
    Action by Committee
    
    
    2213.3
    
    Compliance with Section 16
    
    
    2213.4
    
    Committee Approval
    
    
    23ARTICLE 14. CERTAIN CORPORATE EVENTS
    
    
    23ARTICLE 15. MISCELLANEOUS
    
    
    2315.1
    
    Status of Plan
    
    
    2315.2
    
    Unsecured General Creditor
    
    
    2415.3
    
    Employers Liability
    
    
    2415.4
    
    Nonassignability
    
    
    2415.5
    
    Sources of Stock
    
    
    2415.6
    
    Tax Withholding
    
    
    2415.7
    
    Coordination with Other Benefits
    
    
    2515.8
    
    Compliance
    
    
    2515.9
    
    Not a Contract of Employment
    
    
    2515.10
    
    Furnishing Information
    
    
    2515.11
    
    Governing Law
    
    
    2515.12
    
    Notice
    
    
    2515.13
    
    Successors
    
    
    2615.14
    
    Spouses Interest
    
    
    26
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15.15
    
    Validity
    
    
    2615.16
    
    Incompetent
    
    
    2615.17
    
    Court Order
    
    
    2615.18
    
    Accelerated Distributions, Trust Distributions and Plan Interpretation
    
    
    2615.19
    
    Insurance
    
    
    2715.20
    
    Status of Company as a REIT
    
    
    27
 -iv-




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AMENDED AND RESTATED
 AMB 2005
 NONQUALIFIED DEFERRED COMPENSATION PLAN
 Purpose
    DEFINITIONS
  Account Balance
 -1-




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Accounts
 Administrator
 Annual Bonus
 Annual Company Contribution Amount
 Annual Company Matching Amount
 Annual Deferral Amount
 Annual Installment Method
 Base Annual Salary provided however
 Beneficiary
 -2-




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Beneficiary Designation Form
 Board
 Change in Control
  provided however
  provided that
  Change in Control Benefits
 Claimant
 Code
 -3-




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Committee
 Company
 Company Contribution Account
 Company Matching Account
 Deduction Limitation
 Deferral Account
 Director
 Directors Fees
 Disability
 -4-




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Disability Benefit
 Election Form
 Employee
 Employer(s)
 ERISA
 Equity Plan
 Exchange Act
 Fair Market Value
 First Plan Year
 Fixed Date Payout
 Fixed Date Payout Account Balance
 401(k) Plan
 Measurement Fund
 -5-




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Non-Employee Director
 Officer
 Participant
 Partnership
 Plan
 Plan Year
 Pre-Retirement Survivor Benefits
 Quarterly Installment Method
 Restricted Stock provided however
 Restricted Stock Account
 Restricted Stock Amount
 -6-




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Retirement Retire(s) Retired
 Retirement Benefits
 Rule 16b-3
 Securities Act
 Separation from Service
  shall be presumed
 (i)
    
    if a Participants period of leave exceeds six
(6) months and the Participants right to reemployment or service is
not provided either by statute or contract, then the Participant is
deemed to have experienced a Separation from Service on the first day
immediately following such six-month period;(ii)
    
    if a Participant continues to provide services
to an Employer, the facts and circumstances indicate that the Employer
did not intend the Participant to provide more than insignificant
services to the Employer; or(iii)
    
    the Participant ceases to provide services as
an Officer or Employee at an annual rate that is at least equal to
twenty percent (20%) of the services rendered, on average, during the
immediately preceding three full calendar years of employment (or, if
employed less than three years, such lesser period).
 shall be presumed
not
 -7-




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(i)
    
    the mere change in capacity in which the
Participant renders service to the Company, the Partnership or any
other Employer from an Officer or Employee to Director or vice-versa;(ii)
    
    the employment relationship is treated as
continuing intact while the Participant is on military leave, sick
leave or other bona fide leave of absence (such as temporary employment
by the government) if the period of such leave does not exceed six (6)
months, or if longer, so long as the individuals right to reemployment
or service with the Company or an Employer is provided by either
statute or contract; provided that with respect to a disability leave,
the employment relationship will be treated as continuing for a period
of up to 29 months, unless terminated earlier by the Participant or
Employer, regardless of whether the Participant retains a contractual
right to reemployment;(iii)
    
    where an Officer or Employee continues to
provide services to a prior Employer in a capacity other than as an
employee and such Officer or Employee is providing services at an
annual rate that is fifty percent (50%) or more of the services
rendered, on average, during the immediately preceding three full
calendar years of employment (or if employed less than three years,
such lesser period).
   Stock
 Stock Unit
 Termination Benefits
 Termination of Employment
 Trust
 Unforeseeable Financial Emergency
 -8-




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Vesting Date
 Years of Service provided however Break
in Service
 SELECTION, ENROLLMENT, ELIGIBILITY
 Selection by Administrator
 Enrollment Requirements
 Eligibility Requirements; Commencement of Participation
 Eligibility; Commencement of Participation
 U.S. Payroll Requirement
 Termination of Participation and/or Deferrals
 -9-




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Pre-Existing Elections
 DEFERRAL COMMITMENTS/COMPANY CONTRIBUTIONS/CREDITING/TAXES
 Election to Defer; Effect of Election Form
 Base Annual Salary, Annual Bonus and/or Directors Fees
 Restricted Stock
 Dividends
 Redeferral provided however
 -10-




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Special Elections During Transition Period
 Special Elections in 2003, 2004 and 2005 regarding Deferrals
 (i)
    
    on or before December 31, 2003, Employee
Participants were permitted to defer up to 100% of individual tranches
of Restricted Stock awards granted prior to December 31, 2004 and
vesting January 1, 2005 with a minimum deferral period of three years
from the vesting date of such tranche;(ii)
    
    on or before December 31, 2004, Employee
Participants were permitted to defer up to 100% of individual tranches
of Restricted Stock awards granted prior to December 31, 2005 and
vesting January 1, 2006 with a minimum deferral period of three years
from the vesting date of such tranche;(iii)
    
    on or before June 30, 2005, Employee
Participants were permitted to defer up to 100% of the Annual Bonus and
Restricted Stock to be granted in 2006 for performance in 2005 with a
minimum deferral period of three years from January 1, 2006 with
respect to the Annual Bonus, and the Vesting Date with respect to the
Restricted Stock;(iv)
    
    on or before December 31, 2005, Employee
Participants were permitted to defer up to 100% of the tranches of
Restricted Stock awards granted prior to December 15, 2005 and vesting
January 1, 2006 or later and not previously deferred under the Plan
with a minimum deferral period of five years from January 1, 2006 for
the entire grant;(v)
    
    on or before March 15, 2005, Non-Employee
Directors were permitted to defer up to 100% of Director Fees for 2005
service with a minimum deferral period of three years in conjunction
with transitioning to a new fiscal year for the Board;(vi)
    
    on or before May 31, 2004, Non-Employee
Directors were permitted to defer up to 100% of the Restricted Stock
granted in May 2004 with a minimum deferral period of three years from
the Vesting Date; and(vii)
    
    on or before March 15, 2005, Non-Employee
Directors were permitted to defer up to 100% of the Restricted Stock
granted in May 2005 with a minimum deferral period of 3 years from the
grant date.
 Changes and Cancellations During Transition Period
 (i)
    
    on or prior to December 31, 2005, a Participant
may cancel his or her election with respect to either (x) all amounts
he or she deferred on or after January 1, 2005 subject to the Plan,
(y) all of the amounts he or she deferred in a 2005 Plan Year election
or (z) all of the amounts he or she
 -11-




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deferred in a 2006 Plan Year
election; and amounts subject to cancellation are includible in income
of the Participant in the calendar year 2005 or, if later, in the
taxable year in which the amounts are earned and vested;(ii)
    
    on or prior to December 31, 2005, a Participant
may change the time and form of distribution of his or her election to
an alternative payout period, and(iii)
    
    on or prior to December 31, 2006, a
Participant may change the time and form of distribution of his or her
election to an alternative payout period; provided, however, that no
change can be made in 2006 with respect to payments that the
Participant would otherwise receive in 2006, or that would cause
payments to be made in 2006 that would not otherwise be payable in such
year,
  Annual Minimum
 Maximum Deferral
 Base Annual Salary, Annual Bonus and Directors Fees
 Restricted Stock Amounts
 Accounts; Crediting of Deferrals
 Annual Deferral Amounts
 Annual Company Contribution Amount
 -12-




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Annual Company Matching Amount
 Restricted Stock Amounts
 Dividends
 (i)
    
    Each of the Participants Accounts would be
credited with an additional number of Stock Units equal to the number
of shares of Stock distributable as a dividend with respect to Stock
Units credited to such Account (Stock Dividends); and(ii)
    
    In the event of a cash dividend or other
non-Stock amount distributable with respect to Stock (Non-Stock
Dividends), each of the Participants Accounts would be credited
with an amount in cash equal to such Non-Stock Dividend.
Notwithstanding the foregoing, such cash amounts shall not be credited
to a Restricted Stock Account.
  Vesting
 Earnings Credits or Losses
 -13-




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Election of Measurement Funds
 Proportionate Allocation
 Measurement Funds
 Crediting or Debiting Method
 No Actual Investment shall not
 Stock Accounts
 -14-




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Distributions
 FIXED DATE PAYOUTS
 Fixed Date Payout st
 Other Benefits Take Precedence Over Fixed Date
 DISTRIBUTIONS
 Retirement Benefit
 Retirement Benefit st th rd
 Death Prior to Completion of Retirement Benefit or Termination Benefit
 -15-




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Pre-Retirement Survivor Benefit
 Termination Benefit st th rd
 Change in Control Benefit
 Change in Control Benefit th rd
 Change in Control Benefit to Take Precedence Over Other Benefits
 Disability Benefit
 -16-




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Stock Distributions
 Delayed Distributions for Employee Participants
 UNFORESEEABLE FINANCIAL EMERGENCIES
 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies th rd
 BENEFICIARY DESIGNATION
 Beneficiary
 Beneficiary Designation; Change; Spousal Consent
 -17-




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Acknowledgment
 No Beneficiary Designation
 Doubt as to Beneficiary
 Discharge of Obligations
 LEAVE OF ABSENCE
 Paid Leave of Absence
 TERMINATION, AMENDMENT OR MODIFICATION
 Termination With Respect to Account Balances
 Amendment provided however
 -18-




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Effect of Payment
 ADMINISTRATION
 Administrator Duties
      Binding Effect of Decisions
 Committee
 -19-




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Indemnification
 Employer Information
 CLAIMS PROCEDURES
 Presentation of Claim
 Notification of Decision
   (i)
    
    the specific reason(s) for the denial of the
claim, or any part of it;(ii)
    
    specific reference(s) to pertinent provisions
of the Plan upon which such denial was based;(iii)
    
    a description of any additional material or
information necessary for the Claimant to perfect the claim, and an
explanation of why such material or information is necessary; and(iv)
    
    appropriate information as to the steps to be
taken if the Claimant wishes to submit his or her claim for review
pursuant to the claim review procedure set forth in Section 11.3 below,
including the time limits applicable to such procedures, and a
statement of the Claimants right to bring a civil action under Section
502(a) of ERISA following an adverse decision upon review.
  -20-




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Review of a Denied Claim
     Decision on Review
      Designation
 Arbitration
 TRUST
 -21-




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Establishment of the Trust
 Interrelationship of the Plan and the Trust
 Investment of Trust Assets
 Distributions From the Trust
 Limitations on Stock Distributed from the Trust
 Distribution Limit
 Reduction of Distributions
 PROVISIONS RELATING TO SECURITIES LAWS
 Designation of Participants
 Action by Committee
 Compliance with Section 16
 -22-




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Committee Approval
 CERTAIN CORPORATE EVENTS
      MISCELLANEOUS
 Status of Plan
 -23-




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Unsecured General Creditor
 Employers Liability
 Nonassignability
 Sources of Stock
 Tax Withholding
 Annual Deferral Amounts
 Company Matching Amounts
 Restricted Stock Amounts
 Distributions
 -24-




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Participant May Satisfy Tax Obligations in Cash
 Coordination with Other Benefits
 Compliance
 Not a Contract of Employment
 Furnishing Information
 Governing Law
 Notice
 
  -25-




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Successors
 Spouses Interest
 Validity
 Incompetent
 Court Order
 Accelerated Distributions, Trust Distributions and Plan Interpretation
 Accelerated Distributions
 Trust Distributions
 Plan Interpretation
 -26-




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Insurance
 Status of Company as a REIT
  AMB Property Corporation, a Maryland corporationBy:
    
    /s/ Thomas S. OlingerTitle:
    
    Chief Financial Officer
 AMB Property, L.P.,a Delaware limited partnershipBy:
    
    AMB Property Corporation,a Maryland Corporation, its general partnerBy:
    
    /s/ Thomas S. OlingerTitle:
    
    Chief Financial Officer
 -27-