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                  AMB NONQUALIFIED DEFERRED COMPENSATION PLAN



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                                      AMB
                    NONQUALIFIED DEFERRED COMPENSATION PLAN

                               TABLE OF CONTENTS

ARTICLE 1.....................................................................1

   DEFINITIONS................................................................1
     1.1 Definitions..........................................................1
     1.2 Terms................................................................4

ARTICLE II....................................................................4

  PURPOSE.....................................................................4
     2.1 Purpose..............................................................4

ARTICLE III...................................................................5

  PARTICIPATION...............................................................5
     3.1 Commencement of Participation........................................5
     3.2 Continuation of Participation........................................5

ARTICLE IV....................................................................5

  CONTRIBUTIONS...............................................................5
     4.1 Compensation Deferrals...............................................5
     4.2 Matching Contributions...............................................6
     4.3 Company Contribution.................................................6
     4.4 Time and Form of Contributions.......................................6

ARTICLE V.....................................................................7

  VESTING.....................................................................7
     5.1 Vesting..............................................................7

ARTICLE VI....................................................................8

  ACCOUNTS....................................................................8
     6.1 Accounts.............................................................8
     6.2 Benchmark Investment Elections.......................................8
     6.3 Forfeitures..........................................................8

ARTICLE VII...................................................................9

  DISTRIBUTIONS...............................................................9
     7.1 Distribution Election................................................9


                                                                               i


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<Table>
<Caption>
<S> <C>    <C>                                                               <C>
    7.2    Payment Options...................................................  9
    7.3    Commencement of Payment........................................... 10
    7.4    Effect of Early Distribution...................................... 11
    7.5    Changes Affecting an Education Account............................ 11

ARTICLE VIII................................................................. 11

  BENEFICIARIES.............................................................. 11
    8.1    Beneficiaries..................................................... 11
    8.2    Lost Beneficiary.................................................. 12
    8.3    Individuals Designated in Connection with Education Accounts...... 12
    8.4    Enforceability of Beneficiary Designations........................ 12

ARTICLE IX................................................................... 12

  FUNDING.................................................................... 12
    9.1    Prohibition Against Funding....................................... 12
    9.2    Deposits in Trust................................................. 13
    9.3    Withholding of Employee Contributions............................. 13

ARTICLE X.................................................................... 13

  ADMINISTRATION............................................................. 13
    10.1   Plan Administration............................................... 13
    10.2   Administrator..................................................... 13
    10.3   Claims Procedures................................................. 14

ARTICLE XI................................................................... 14

  GENERAL PROVISIONS......................................................... 14
    11.1   No Assignment..................................................... 14
    11.2   No Employment Rights.............................................. 15
    11.3   Incompetence...................................................... 15
    11.4   Identity.......................................................... 15
    11.5   Other Benefits.................................................... 15
    11.6   No Liability...................................................... 15
    11.7   Expenses.......................................................... 16
    11.8   Amendment and Termination......................................... 16
    11.9   Company Determinations............................................ 16
    11.10  Construction...................................................... 16
    11.11  Governing Law..................................................... 16
    11.12  Severability...................................................... 17
    11.13  Headings.......................................................... 17
    11.14  Approval of IRS................................................... 17
    11.15  Disclaimer........................................................ 17
</Table>

                                                                              ii
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                                      AMB
                    NONQUALIFIED DEFERRED COMPENSATION PLAN

          WHEREAS, AMB Property Corporation, a Maryland Corporation and AMB
Investment Management, Inc., a Maryland Corporation, (collectively the
"Company") wishes to establish a program that will enable it to attract and
retain key Employees; and the Company wishes to provide supplemental retirement
and tax benefits for a select group of management or highly compensated
Employees:

          NOW, THEREFORE, the Company hereby adopts the AMB Property Corporation
Nonqualified Deferred Compensation Plan through its execution of the annexed
Adoption Agreement.

                                   ARTICLE I
                                  DEFINITIONS

          1.1       DEFINITIONS. The following terms have the meanings set
forth herein, unless the context otherwise requires:

                    ACCOUNT. The bookkeeping account established for each
Participant as provided in Section 6.1 hereof. The term includes Education
Accounts, Fixed Date Accounts and Retirement Accounts to the extent permitted
under the Adoption Agreement, unless the context otherwise requires.


                    ADMINISTRATOR. The person, persons, or entity designated in
the Adoption Agreement to administer the Plan. If no such person or entity is
selected, the Administrator shall be deemed to be the Company.

                    ADOPTION AGREEMENT. The Adoption Agreement for the
nonqualified deferred compensation plan executed by the Company to establish
the Plan, in the form annexed hereto.

                    BENCHMARK INVESTMENT FUND. The investment fund or funds
selected by the Administrator from time to time.

                    BENCHMARK RETURN. The amount of any increase or decrease in
the balance of a Participant's Account reflecting the gain or loss, net of any
expenses, on the assets deemed invested in each Benchmark Investment Fund by
the Participant from time to time.



                                                                               1
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          CHANGE OF CONTROL. If the Company has designated a specific
definition of "Change of Control" as annexed to its Adoption Agreement, such
definition shall apply for purposes of the Plan.

          CLAIMS NOTICE. Defined in Section 10.3 hereof.

          CODE. The Internal Revenue Code of 1986, as amended.

          COMPANY. AMB Property Corporation, a Maryland corporation and AMB
Investment Management, Inc., a Maryland Corporation.

          COMPANY ACCOUNT. The account established by the Company for the
purpose of investing the Plan assets.

          COMPANY CONTRIBUTION. A discretionary contribution that is credited to
one or more of a Participant's Accounts in accordance with the terms of Section
4.3 hereof and the Adoption Agreement.

          COMPENSATION. Compensation shall have the meaning specified in the
Adoption Agreement.

          COMPENSATION DEFERRALS. The portion of Compensation that a
Participant elects to defer in accordance with Section 4.1 hereof.

          EDUCATION ACCOUNT. An Account established for a Participant with
distribution to be made when the Participant incurs expenses associated with
college, post-graduate or professional education, with the timing of
distribution from such Account based upon the age of a specifically designated
person.

          EFFECTIVE DATE. The date specified by the Company in the Adoption
Agreement as the date the Plan becomes effective.

          ELIGIBLE EMPLOYEE. An Employee of the Company who satisfies the
eligibility requirements specified in the Adoption Agreement.

          EMPLOYEE. Any person employed by the Company or any subsidiary.

          ERISA. Employee Retirement Income Security Act of 1974, as amended.

          FIXED DATE ACCOUNT. An Account established for a Participant with
distributions to be made on a date certain determined in accordance with the
Adoption.

                                                                               2
<PAGE>
Agreement.

     MATCHING CONTRIBUTION. A contribution that is credited to one or more of a
Participant's Accounts in accordance with the terms of Section 4.2 hereof and
the Adoption Agreement.

     PARTICIPANT. An Eligible Employee who has submitted a Participation
Election Form agreeing to participate in the Plan and whose Account has not
been fully paid out.

     PARTICIPATION ELECTION FORM. The Separate written agreement, submitted to
the Administrator, by which an Eligible Employee agrees to participate in the
Plan and indicates all necessary information to establish the Account(s) for
such Eligible Employee as a Participant under the Plan, including, but not
limited to, the amount of Compensation Deferral, and the designation of his or
her Account(s) as Education, Retirement or Fixed Date.

     PLAN. This AMB Nonqualified Deferred Compensation Plan.

     PLAN YEAR. The twelve (12) consecutive month period designated by the
Company in the Adoption Agreement.

     RETIREMENT ACCOUNT. An Account established for a Participant from which
distributions are to be made following retirement in accordance with the
Adoption Agreement.

     SUBSIDIARY. (I) a corporation, association or other business entity of
which 50% or more of the total combined voting power of all classes of capital
stock is owned, directly or indirectly, by either AMB Property Corporation or
AMB Investment Management, Inc. or by one of more Subsidiaries or by either AMB
Property Corporation or AMB Investment Management, Inc. and one or more
Subsidiaries, (II) any partnership or limited liability company of which 50% or
more of the capital and profits interests is owned, directly or indirectly, by
either AMB Property Corporation or AMB Investment Management, Inc. or by one or
more Subsidiaries or by either AMB Property Corporation or AMB Investment
Management, Inc. and one or more Subsidiaries and (III) any other entity not
described in clauses (I) or (II) above of which 50% or more of the ownership
and the power, pursuant to a written contract or agreement, to direct the
policies and management or the financial and the other affairs thereof, are
owned or controlled by either AMB Property Corporation or AMB Investment
Management, Inc. or by one or more other Subsidiaries or by either AMB Property
Corporation or AMB Investment Management, Inc. and one or more subsidiaries.


                                                                               3
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     TOTAL AND PERMANENT DISABILITY.  Any medically determinable physical or
mental disorder that renders a Participant incapable of continuing employment
with the Company and is expected to continue for the remainder of a
Participant's life.

     TRUST.  The trust established pursuant to that certain Trust Agreement
dated as of July 1, 1999, between the Company and the Trustee under which the
assets of the Plan are held, administered and managed.

     TRUSTEE.  The Trustee designated in the Trust Agreement, including any and
all successor trustees to the Trust.

     UNFORSEEABLE EMERGENCY.  Defined in Section 7.3 hereof, and subject to
interpretation in accordance with regulations governing such definition
promulgated under the Code.

     YEARS OF PLAN SERVICE.  Defined in Section 5.1(a)(3) hereof.

     YEARS OF SERVICE.  Defined in Section 5.1(a)(2) hereof.

     1.2  TERMS. Capitalized terms shall have meanings as defined herein.
Singular nouns shall be read as plural, and masculine pronouns shall be read as
feminine, and vice versa, where appropriate.


                                   ARTICLE II
                                    PURPOSE

     2.1  PURPOSE.  The purpose of this Plan is to provide key Employees
supplemental retirement and tax benefits through the deferral of compensation.
The Plan is intended to be a "plan which is unfunded and is maintained by an
employer primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees" within the meaning
of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and shall be interpreted
and administered to the extent possible in a manner consistent with that intent.

                                                                               4

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                                  ARTICLE III
                                 Participation
                                 -------------

     3.1  COMMENCEMENT OF PARTICIPATION. Each Eligible Employee shall become a
Participant at the earlier of the date on which his or her Participation
Election Form first becomes effective or the date on which a Company
Contribution is first credited to his or her Account.

     3.2  CONTINUATION OF PARTICIPATION. Each Eligible Employee shall remain a
Participant hereunder until all amounts credited to his or her Account are
distributed in full. No Compensation Deferrals are permitted in any Plan Year
in which an Employee no longer satisfies the criteria for eligibility set forth
in the Adoption Agreement.


                                   ARTICLE IV
                                 Contributions
                                 -------------

     4.1  COMPENSATION DEFERRALS.

          (a)  The Company shall credit to the Account of a Participant an
amount equal to the amount designated in the Participant's Participation
Election Form for that Plan Year. Such amounts shall not be made available to
such Participant, except as provided in ARTICLE VII hereof, and, as Compensation
Deferrals, shall reduce such Participant's Compensation from the Company in
accordance with the provisions of the applicable Participation Election Form;
provided, however, that all such amounts shall be subject to the rights of the
general creditors of the Company as provided in ARTICLE IX hereof.

          (b)  Each Eligible Employee shall deliver a Participation Election
Form to the Company before any Compensation Deferrals can become effective.
Such Participation Election Form shall be void with respect to any Compensation
Deferral unless submitted before the beginning of the calendar year during
which the amount to be deferred will be earned; provided, however, that in the
year in which the Plan is first adopted or an Employee is first eligible to
participate, such Participation Election Form shall be filed within thirty (30)
days of the date on which the Plan is adopted or the date on which an Employee
is first eligible to participate, respectively, with respect to Compensation
earned during the remainder of the calendar year.

          (c)  The Participation Election Form shall, subject to the limitations
set forth in this Section 4.1, designate the amount of Compensation deferred by
each Participant, the beneficiary or beneficiaries of the Participant and such
other items as the

                                                                               5
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Administrator may prescribe. Such designations shall remain effective unless
amended as provided in subsection (d), below.

     (d)  A Participant may amend his or her Participation Election Form from
time to time; provided, however, that any amendment to the amount of a
Participant's Compensation Deferrals shall comply with the provisions of
subsection (b), above.

4.2  MATCHING CONTRIBUTIONS. The Company shall also credit to the Account of
each Participant who makes Compensation Deferrals a Matching Contribution in an
amount equal to the amount specified in the Adoption Agreement. The Company
shall contribute to the Trust for the Participant's benefit the amount of such
Matching Contributions in accordance with the Adoption Agreement and this Plan.

4.3  COMPANY CONTRIBUTION. The Company may from time to time make a
discretionary contribution to the Account of a Participant. The Company shall
contribute to the Trust for the Participant's benefit the amount of such
Company Contributions in accordance with the Adoption Agreement and this Plan.

4.4  TIME AND FORM OF CONTRIBUTIONS.

          (a)  Compensation Deferrals and Matching Contributions shall be
transferred to the Trust as soon as administratively feasible for the Company
following the close of the period selected in the Adoption Agreement. The
Company shall also provide at that time any necessary instructions regarding
the allocation of such amounts among the Accounts of Participants.

          (b)  Company Contributions shall be transferred to the Trust at such
time as the Company shall determine. The Company shall also transmit at that
time any necessary instructions regarding the allocation of such amounts among
the Accounts of Participants.

          (c)  All Compensation Deferrals, Matching Contributions and Company
Contributions to the Trust shall be made in the form of cash, cash equivalents
of U.S. currency or other property acceptable to the Trustee.


                                                                               6
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                                   ARTICLE V

                                    VESTING

     5.1  VESTING.

          (a)  (1)  Except as otherwise provided herein, a Participant shall
     have a vested right to the portion of his or her Account attributable to
     Compensation Deferrals and any Benchmark Returns on such Compensation
     Deferrals. Except as otherwise provided herein, Matching Contributions and
     Company Contributions, and any amounts attributable to Benchmark Returns on
     such contributions, shall vest in accordance with the provisions set forth
     in the Adoption Agreement; provided, however, that all such amounts shall
     be subject to the rights of the general creditors of the Company as
     provided in ARTICLE IX hereof.

               (2)  For purposes of this ARTICLE, a Participant's "Years of
     Service" shall be determined by the twelve (12) month period (as defined in
     the Adoption Agreement) of his or her employment with the Company.

               (3)  For purposes of this ARTICLE, a Participant's "Years of Plan
     Service" shall include Plan Years specified in the Adoption Agreement
     during which the Participant continues his or her employment with the
     Company for the entire Plan Year.

          (b)  If elected by the Company in the Adoption Agreement, then,
     notwithstanding Section 5.1 hereof, a Participant who attains the age
     specified in the Adoption Agreement shall be fully vested in amounts
     credited to his or her Account, regardless of his or her Years of Service
     or Years of Plan Service.

          (c)  If elected by the Company in the Adoption Agreement, a
     Participant who has a termination of employment due to Total and Permanent
     Disability shall be fully vested in the amounts credited to his or her
     Account regardless of his or her Years of Service or Years of Plan Service.

          (d)  If elected by the Company in the Adoption Agreement, a
     Participant shall be fully vested in the amounts credited to his or her
     Account upon a Change of Control, regardless of his or her Years of Service
     or Years of Plan Service.

          (e)  If elected by the Company in the Adoption Agreement, a
     Participant shall be fully vested in the amounts credited to his or her
     Account upon such Participant's death, regardless of his or her Years of
     Service or Years of Plan Service.

          (f)  Any amounts credited to a Participant's Account that are not
     vested at

                                                                               7

<PAGE>
the time of his or her termination of employment with the Company shall be
forfeited as provided in Section 6.3 hereof.


                                   ARTICLE VI
                                    Accounts
                                    --------

     6.1  Accounts
          --------

          (a)  The Administrator shall establish and maintain a bookkeeping
Account in the name of each Participant. The Administrator may also establish
any subaccounts that it feels may be appropriate, including designation of a
portion of a Participant Account as of Fixed Date, Education or Retirement
Account.

          (b)  Each Participant's Account shall be credited with Compensation
Deferrals, any Matching Contributions allocable thereto, any Company
Contributions and any amounts attributable to Benchmark Returns. Each
Participant's Account shall be reduced by any gross amounts distributed from
the Account pursuant to ARTICLE VII hereof and any other appropriate
adjustments. Such adjustments shall be made as frequently as is
administratively feasible.

     6.2  Benchmark Investment Elections.
          -------------------------------

          (a)  The Administrator shall from time to time select types of
Benchmark Investment Funds and specific Benchmark Investment Funds for deemed
investment designation by Participants with respect to Accounts. The
Administrator shall notify the Participants of the types of Benchmark Investment
Funds and the specific Benchmark Investment Funds selected from time to time. On
the Participation Election Form, the Participant shall designate the specific
Benchmark Investment Funds in which the Account of the Participant will be
deemed to be invested in for purposes of determining the Benchmark Return to be
credited to the Account. In making the designation, the Participant may specify
that all or any percentage of his/her Account be deemed to be invested in one or
more of the available types of Benchmark Investment Funds. The minimum
percentage allocation to any one Benchmark Investment Fund shall be 5%. Changes
may be made to allocations at any time during the Plan Year, up to a maximum of
six (6) changes per Participant per Plan Year.

          (b) Trust assets shall be invested as provided in the Trust Agreement.

     6.3  Forfeitures. Any forfeitures from a Participant's Account may
          ------------
be used to reduce succeeding Matching Contributions, Company Contributions or,
if applicable,

                                                                               8
<PAGE>
administrative expenses and trustee fees and expenses, until such forfeitures
have been entirely so applied.

                                  ARTICLE VII
                                 DISTRIBUTIONS

          7.1       DISTRIBUTION ELECTION.

                    (a)  Each Participant shall designate in his or her
Participation Election Form the manner in which payments shall be made from the
choices available under Section 7.2 hereof and the date on which payment shall
begin as provided in Section 7.3 hereof. Such designation shall apply to all
amounts distributed from such Participant's Account.

                    (b)  A Participant may modify the election made under
Section 7.1(a) by submitting to the Administrator a completed and executed form
provided for such purpose, provided, however, that such change shall not be
given any effect unless a full calendar year passes between the calendar year
in which such election form is submitted and the calendar year in which the
distribution date designated in such form occurs.

          7.2       PAYMENT OPTIONS.

                    (a)  Unless otherwise provided in Section 7.3, benefits
shall be payable in accordance with the election made by the Participant in his
or her Participation Election Form in one of the following forms:

                         (i)       in a lump-sum payment; or

                         (ii)      in annual installments over a period of four
                                   (4) years; payable in January of each year;
                                   or

                         (iii)     in annual installments over a period of five
                                   (5) years, payable in January of each year;
                                   or

                         (iv)      in annual installments over a period of ten
                                   (10) years, payable in January of each year.

                    (b)  The Company from time to time will determine which
payment options will be available under the Education Account, Fixed Date
Account and Retirement Account.

                                                                               9
<PAGE>
     7.3  COMMENCEMENT OF PAYMENT.

          (a)  Except as otherwise provided herein, payments to a Participant
shall commence in the January immediately after the calendar year in which the
Participant has satisfied the criteria set forth in the Adoption Agreement for a
distribution hereunder.

          (b)  If the Company has elected this option in the Adoption Agreement,
the Administrator may permit an early distribution of part or all of any
deferred amounts; provided, however, that such distribution shall be made only
if the Administrator, in its sole discretion, determines that the Participant
has experienced an "unforeseeable emergency" if early distribution were not
permitted. "Unforeseeable emergency" shall mean any severe financial hardship to
the Participant resulting from a sudden and unexpected illness or accident of
the Participant or a dependent (as defined in Section 152(a) of the Code) of the
Participant, loss of the Participant's property due to casualty, or other
similar extraordinary and unforeseen circumstances arising as a result of events
beyond the control of the Participant. Any distribution pursuant to this
provision is limited to the amount necessary to meet the emergency, and any
amounts necessary to pay any federal, state or local income taxes or penalties
reasonably anticipated to result from such distribution. The distribution may
not exceed the then vested portion of the Participant's Account. The
circumstances that will constitute an unforeseeable emergency will depend upon
the facts of each case, but, in any case, payment may not be made to the extent
that such hardship is or may be relieved (i) through reimbursement or
compensation by insurance or otherwise; (ii) by liquidation of the Participant's
assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship; or (iii) by cessation of deferrals under the Plan.
Furthermore, examples of events that would not be considered unforeseeable
emergencies include the need to send a Participant's child to college or the
desire to purchase a home.

          (c)  Upon the death of a Participant, all vested amounts shall be paid
in a lump sum, as soon as administratively feasible, to his or her beneficiary
or beneficiaries, as determined in accordance with ARTICLE VIII hereof.

          (d)  Upon a Change of Control as defined in the Adoption Agreement,
all vested amounts shall be paid in a lump sum, as soon as administratively
feasible, to the Participant.

          (e)  Upon a determination of a Participant's Total and Permanent
Disability, all vested amounts shall be paid in a lump sum, as soon as
administratively feasible, to the Participant.

          (f)  Upon termination of employment for any reason other than
attaining


                                                                              10
<PAGE>
retirement (as defined in the Adoption Agreement), a Change of Control, Total
and Permanent Disability or death, all vested amounts shall be paid in a lump
sum, as soon as administratively feasible, to the Participant.

     7.4  EFFECT OF EARLY DISTRIBUTION.  If the Company has so indicated in the
Adoption Agreement, if a Participant elects to receive a distribution of vested
amounts in his or her Account on a date prior to that established under the
Plan, including the Adoption Agreement and the Participant's Participation
Election Form, the amount distributed shall equal that percentage (established
by the Company in the Adoption Agreement) of the Participant's vested amounts
and the balance shall be treated as forfeited by the Participant.

     7.5  CHANGES AFFECTING AN EDUCATION ACCOUNT.  In the event of the death of
the individual whose age is used for purposes of the timing of a distribution
from an Education Account, the Education Account associated with the deceased
person shall be treated for all purposes as a Retirement Account of the
Participant under the Plan.


                                  ARTICLE VIII

                                 BENEFICIARIES

     8.1  BENEFICIARIES.  Each Participant may from time to time designate one
or more persons (who may be any one or more members of such person's family or
other persons, administrators, trusts, foundations or other entities) as his or
her beneficiary under the Plan. Such designation shall be made on a form
prescribed by the Administrator. Each Participant may at any time and from time
to time, change any previous beneficiary designation, without notice to or
consent of any previously designated beneficiary, by amending his or her
previous designation on a form prescribed by the Administrator. If the
beneficiary does not survive the Participant (or is otherwise unavailable to
receive payment) or if no beneficiary is validly designated, then the amounts
payable under this Plan shall be paid to the Participant's surviving spouse, if
any, and if no, to his or her surviving issue per stirpes, if any, and, if none,
to his or her estate and such person shall be deemed to be a beneficiary
hereunder. (For purposes of this ARTICLE, a per stirpes distribution to
surviving issue means a distribution to such issue as representatives of the
branches of the descendants of such Employee; equal shares are allotted for each
living child and for the descendants as a group of each deceased child of the
deceased Employee). If more than one person is the beneficiary of a deceased
account, each such person shall receive a pro rata share of any death benefit
payable unless otherwise designated on the applicable form. If a beneficiary who
is receiving benefits dies, all benefits that were payable to such beneficiary
shall then be payable to the estate of that beneficiary.

                                                                              11
<PAGE>
     8.2  LOST BENEFICIARY

          (a)  All Participants and beneficiaries shall have the obligation to
keep the Administrator informed of their current address until such time as all
benefits due have been paid.

          (b)  If a Participant or beneficiary cannot be located by the
Administrator exercising due diligence, then, in its sole discretion, the
Administrator may presume that the Participant or beneficiary is deceased for
purposes of the Plan and all unpaid amounts (net of due diligence expenses)
owed to the Participant or beneficiary shall be paid accordingly or, if a
beneficiary cannot be so located, then such amounts may be forfeited in
accordance with Section 6.3 hereof. Any such presumption of death shall be
final, conclusive and binding on all parties.

     8.3  INDIVIDUALS DESIGNATED IN CONNECTION WITH EDUCATION ACCOUNTS. In
establishing an Education Account, a Participant shall name a specific living
person whose age shall trigger distribution of amounts in such Education
Account. The distribution shall be made to the Participant, not the person so
designated.

     8.4  ENFORCEABILITY OF BENEFICIARY DESIGNATIONS. Any beneficiary
designation form is only a generalized, suggested form. At the time of the
Participant's death and under the laws of the jurisdiction applicable to the
Participant at the time of death, the form may not be considered legally
effective to transfer the amounts from the Participant's Account(s) to the
beneficiary so designated.


                                   ARTICLE IX
                                    FUNDING

     9.1  PROHIBITION AGAINST FUNDING. Should any investment be acquired in
connection with the liabilities assumed under this Plan, it is expressly
understood and agreed that the Participants and beneficiaries shall not have any
right with respect to, or claim against, such assets nor shall any such purchase
be construed to create a trust of any kind or a fiduciary relationship between
the Company and the Participants, their beneficiaries or any other person. Any
such assets (including any amounts deferred by a Participant or contributed by
the Company pursuant to ARTICLE IV hereof) shall be and remain a part of the
general, unpledged, unrestricted assets of the Company, subject to the claims of
its general creditors. Each Participant and beneficiary shall be required to
look to the provisions of this Plan and to the Company itself for enforcement of
any and all benefits due under this Plan, and to the extent any such person
acquires a right to receive payment

                                                                              12
<PAGE>
under this Plan, such right shall be no greater than the right of any unsecured
general creditor of the Company. The Company (or the Trust, if any) shall be
designated owner and beneficiary of investments acquired in connection with the
Company's obligations under this Plan.

     9.2  DEPOSITS IN TRUST. Subject to Section 9.1, and notwithstanding any
other provision of this Plan to the contrary, the Company may deposit into the
Trust any amounts it deems appropriate to pay the benefits under this Plan. The
amounts so deposited may include all Compensation Deferrals made pursuant to a
Participation Election Form by a Participant, any Company Contributions and any
Matching Contributions. Notwithstanding deposit of assets into a Trust, the
Company reserves the right at any time and from time to time to pay benefits to
Plan Participants or their beneficiaries in whole or in part from sources other
than the Trust.

     9.3  WITHHOLDING OF EMPLOYEE CONTRIBUTIONS. The Administrator is authorized
to make any and all necessary arrangements with the Company in order to withhold
the Participant's Compensation Deferrals under Section 4.1 hereof from his or
her pay. The Administrator shall determine the amount and timing of such
withholding.

                                   ARTICLE X
                                 ADMINISTRATION

     10.1 PLAN ADMINISTRATION. The Administrator shall have complete control and
authority to determine the rights and benefits and all claims arising under the
Plan of any Participant, beneficiary, deceased Participant, or other person
claiming to have any interest under the Plan. When making a determination or
calculation, the Administrator shall be entitled to rely on information
furnished by a Participant, a beneficiary, the Company or the Trustee, if
applicable. The Administrator shall have the responsibility for complying with
any applicable reporting and disclosure requirements of ERISA.

     10.2 ADMINISTRATOR.

          (a)  The Administrator is expressly empowered to limit the amount of
Compensation that may be deferred; to deposit amounts into trust in accordance
with Section 9.2 hereof and the Adoption Agreement; to interpret the Plan, and
to determine all questions arising in the administration, interpretation and
application of the Plan; to employ actuaries, accountants, counsel, and other
persons it deems necessary in connection with the administration of the Plan;
and to take all other necessary and proper actions to fulfill its duties as
Administrator.


                                                                              13

<PAGE>
               (b)  The Administrator shall not be liable for any actions by it
hereunder, unless due to its own gross negligence, willful misconduct or lack of
good faith.

     10.3      CLAIMS PROCEDURES.

               (a)  In the event a Participant requests payment hereunder and
the Administrator has determined that the Participant is not entitled to all or
some portion of such payment, the Administrator shall, within 60 days following
receipt of such request from the Participant, provide to the Participant a
written statement (a "Claims Notice"), stating the specific reason or reasons
for such denial. The Claims Notice shall also refer to the Plan provision on
which such denial is based, and, where appropriate, an explanation of what the
Participant may do to perfect his or her claim. In addition, the Participant
shall be furnished with an explanation of the Plan's claims review procedures.

               (b)  Any Participant who has been denied a benefit by a decision
of the Administrator pursuant to Section 10.3(a) shall be entitled to request
that the Administrator give further consideration to his or her claim by filing
with the Administrator a request for a hearing, together with a written
statement of the reasons why the Participant believes his claim should be paid
and any documents pertinent to such consideration. Such materials shall be filed
with the Administrator no later than 60 days after receipt by the Participant of
the Claims Notice. The Administrator will notify the Participant of the hearing
date, time and location, and give the Participant and his or her representative
the opportunity to review all documents in the possession of the Administrator
that are pertinent to the denial of the Participant's claim. The Participant
shall be responsible for all expenses incurred in connection with this review
process. A final decision shall be rendered in writing with respect to the claim
no later than 60 days following the hearing and shall set forth the reasons for
the disposition and specific references to Plan provisions on which the decision
is based.

                                   ARTICLE XI
                               GENERAL PROVISIONS

     11.1      NO ASSIGNMENT. Benefits or payments under this Plan shall not be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, garnishment or charge, whether voluntary or
involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge the same shall not be valid, nor shall any such
benefit or payment be in any way liable for or subject to the debts, contracts,
liabilities, engagement or torts of any Participant or beneficiary, or any other
person entitled to such benefit or payment pursuant to the terms of this Plan,
except to such

                                       14
<PAGE>
extent as may be required by law. If any Participant or beneficiary or any
other person entitled to a benefit or payment pursuant to the terms of this
Plan becomes bankrupt or attempts to anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge any benefit or payment under this Plan, in
whole or in part, or if any attempt is made to subject any such benefit or
payment, in whole or in part, to the debts, contracts, liabilities, engagements
or torts of the Participant or beneficiary or any other person entitled to any
such benefit or payment pursuant to the terms of this Plan, then such benefit
or payment, in the discretion of the Administrator, shall cease and terminate
with respect to such Participant or beneficiary, or any other such person.

     11.2 NO EMPLOYMENT RIGHTS. Participation in this Plan shall not be
construed to confer upon any Participant the legal right to be retained in the
employ of the Company, or give a Participant or beneficiary, or any other
person, any right to any payment whatsoever, except to the extent of the
benefits provided for hereunder. Each Participant shall remain subject to
discharge to the same extent as if this Plan had never been adopted.

     11.3 INCOMPETENCE. If the Administrator determines that any person to whom
a benefit is payable under this Plan is incompetent by reason of physical or
mental disability, the Administrator shall have the power to cause the payments
becoming due to such person to be made to another for his or her benefit
without responsibility of the Administrator or the Company to see to the
application of such payments. Any payment made pursuant to such power shall, as
to such payment, operate as a complete discharge of the liabilities of the
Company, the Administrator and the Trustee.

     11.4 IDENTITY. If, at any time, any doubt exists as to the identity of any
person entitled to any payment hereunder or the amount or time of such payment,
the Administrator shall be entitled to hold such sum until such identity or
amount or time is determined or until an order of a court of competent
jurisdiction is obtained. The Administrator shall also be entitled to pay such
sum into court in accordance with the appropriate rules of law. Any expenses
incurred by the Company, the Administrator, and the Trust incident to such
proceeding or litigation will be deemed a distribution from the Account
pursuant to ARTICLE VII hereof and will be deducted from the balance in the
Account of the affected Participant.

     11.5 OTHER BENEFITS. The benefits of each Participant or beneficiary
hereunder shall be in addition to any benefits paid or payable to or on account
of the Participant or beneficiary under any other pension, disability, annuity
or retirement plan or policy whatsoever.

     11.6 NO LIABILITY. No liability shall attach to or be incurred by the
Company, the Trustee or any Administrator under or by reason of the terms,
conditions and provisions

                                                                              15

<PAGE>
contained in this Plan, or for the acts or decisions taken or made thereunder
or in connection therewith; and as a condition precedent to the establishment
of this Plan or the receipt of benefits thereunder, or both, such liability, if
any, is expressly waived and released by each Participant and by any and
all persons claiming under or through any Participant or any other person. Such
waiver and release shall be conclusively evidenced by any act or participation
in or the acceptance of benefits or the making of any election under this Plan.

     11.7 EXPENSES.  Except as otherwise provided herein or in the Adoption
Agreement, all expenses incurred in the administration of the Plan, whether
incurred by the Company or the Plan, shall be paid by the Company. Any
investment-related expenses shall be charged directly to the Account for which
such investments were made.

     11.8 AMENDMENT AND TERMINATION.

          (a)  Except as otherwise provided in this section, the Company shall
have the sole authority to modify, amend or terminate this Plan; provided,
however, that any modification or termination of this Plan shall not reduce,
alter or impair, without the consent of a Participant, a Participant's right to
any amounts already credited to his or her Account on the day before the
effective date of such modification or termination; provided further, however,
that if the Company makes any modification or amendment that is not permitted
under the terms of the Adoption Agreement, the Company will no longer be
considered to have adopted this Plan. Following such termination, payment of
such credited amounts may be made in a single-sum payment if the Company so
designates. Any such decision to pay in a single lump sum shall apply to all
Participants.

          (b)  The Company reserves the right to make any modification or
amendment to the Plan or the Adoption Agreement that it deems necessary to
comply with any requirements of law or to insure favorable tax treatment under
the Plan.

     11.9 COMPANY DETERMINATIONS.  Any determinations, actions or decisions of
the Company (including, but not limited to, Plan amendments and Plan
termination) shall be made by the board of directors of the Company in
accordance with its established procedures or by such other individuals,
groups or organizations that have been properly delegated by the board of
directors to make such determination or decision.

     11.10 CONSTRUCTION.  All questions of interpretation, construction or
application arising under or concerning the terms of this Plan shall be decided
by the Administrator, in its sole and final discretion, whose decision shall be
final, binding and conclusive upon all persons.

     11.11 GOVERNING LAW.  This Plan shall be governed by, construed and


                                                                              16

<PAGE>
administered in accordance with the applicable provisions of ERISA and any other
applicable federal law, provided, however, that to the extent not preempted by
federal law this Plan shall  be governed by construed and administered under the
laws of the State of California, other than its laws respecting choice of law.

     11.12 SEVERABILITY. If any provision of this Plan is held invalid or
unenforceable, its invalidity or unenforceability shall not affect any other
provision of this Plan and this Plan shall be construed and enforced as if such
provision had not been included therein. If the inclusion of any Employee (or
Employees) as a Participant under this Plan would cause the Plan to fail to
comply with the requirements of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA, then the Plan shall be severed with respect to such Employee or
Employees, who shall be considered to be participating in a separate
arrangement.

     11.13 HEADINGS. The ARTICLE headings contained herein are inserted only as
a matter of convenience and for reference and in no way define, limit, enlarge
or describe the scope or intent of this Plan nor in any way shall they affect
this Plan or the construction of any provision thereof.

     11.14 APPROVAL OF IRS. If the Company seeks a private letter ruling from
the Internal Revenue Service and the Internal Revenue Service does not issue a
ruling acceptable to the Company regarding the Plan, then the Plan (and the
Trust, if applicable), at the election of the Company, shall be void ab initio
and all Compensation Deferrals shall be returned to the Employees who made such
contributions and all Company Contributions and Matching Contributions shall be
returned to the Company.

     11.15 DISCLAIMER. NEITHER SMITH BARNEY INC. NOR ANY OF ITS SUBSIDIARIES,
AFFILIATES OR EMPLOYEES CAN PROVIDE ANY ASSURANCES AS TO THE TAX CONSEQUENCES
THAT MAY BE OBTAINED FOR THE COMPANY OR ANY PARTICULAR PARTICIPANT, NOR DOES IT
ASSUME ANY LEGAL RESPONSIBILITY IN THIS REGARD. THE COMPANY ACKNOWLEDGES AND
AGREES THAT IT HAS CONSULTED ITS OWN TAX ADVISER AND LEGAL COUNSEL REGARDING
BOTH THE LEGAL AND TAX CONSEQUENCES OF ENTERING INTO THIS PLAN, AND IS THEREFORE
RESPONSIBLE FOR MAKING ANY DECISIONS AS TO FILINGS UNDER THE CODE OR ERISA THAT
MAY BE REQUIRED IN CONNECTION HEREWITH.



                                                                              17
<PAGE>
                                    Appendix
                        Definition of Change of Control


A "Change in Control" shall be deemed to occur if (i) the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of all or substantially all of the
Company's assets, or the Company disposes of more than fifty percent (50%) of
its interest in AMB Property, L.P.; (ii) any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing forty
percent (40%) or more of the combined voting power of the Company's then
outstanding securities; (iii) during any period of two (2) consecutive years
(not including any period prior to the date of this Agreement), individuals who
at the beginning of such period constitute the Board, and any new director
(other than a director designated by a person who has entered into an agreement
with the Company to effect a transaction described in clauses (i), (ii) or (iv))
whose election by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority thereof; or (iv) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation (or other entity), other than (A) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the combined voting power of
the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (B) where more than fifty
percent (50%) of the directors of the Company or the surviving entity after such
merger or consolidation were directors of the Company immediately before such
merger or consolidation.