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	FORMED UNDER THE LAWS OF THE

STATE OF MARYLAND	 	
Series G Cumulative Redeemable

Preferred Shares of Beneficial Interest
	 	 	 
	 	 	
Par Value $0.01 per share
	 	 	 
	 	 	
SEE REVERSE FOR IMPORTANT

NOTICE ON TRANSFER RESTRICTIONS

AND OTHER INFORMATION
	 	 	 
	THIS CERTIFICATE IS TRANSFERABLE IN

CANTON, MA, JERSEY CITY, NJ

AND NEW YORK CITY, NY	 	
CUSIP 743410 80 5





ProLogis


This Certifies that



 



 



is the owner of



fully paid and non-assessable Preferred Shares of Beneficial Interest of ProLogis, a real estate investment trust formed under the laws of the
State of Maryland (the “Trust”) transferable only on the books of the Trust by the holder hereof in person or by its duly authorized Attorney
upon the surrender of this Certificate properly endorsed.



The Preferred Shares evidenced by this Certificate are subject to all of the provisions of the Declaration of Trust of the Trust, as amended
from time to time (the “Declaration of Trust”), and the Bylaws of the Trust, as amended from time to time. The Declaration of Trust is filed
and of record with the State Department of Assessments and Taxation of Maryland and is hereby incorporated in and made a part of this
Certificate. The holder hereof has no interest, legal or equitable, in any specific property of the Trust. This Certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar.



Witness the facsimile seal of the Trust and the facsimile signatures of its duly authorized officers.




	 	 	 
	Dated:	 	 
	 	 	
COUNTERSIGNED AND REGISTERED:
	 	 	
 EQUISERVE TRUST COMPANY, N.A.
	CHAIRMAN AND CHIEF EXECUTIVE OFFICER	 	
  TRANSFER AGENT AND REGISTRAR
	 	 	 
	 	 	
BY
	 	 	 
	SECRETARY	 	
AUTHORIZED SIGNATURE





 







 


Important Notice

ProLogis


     THE DECLARATION OF TRUST ON FILE IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND SETS FORTH A FULL STATEMENT OF THE
INFORMATION REQUIRED BY SECTION 8-203(d) OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO (A) ALL OF THE
DESIGNATIONS, PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION, AND OTHER RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND
(B) THE AUTHORITY OF THE BOARD OF TRUSTEES TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES
BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE BOARD OF TRUSTEES TO SET THE RELATIVE RIGHTS AND
PREFERENCES OF SUBSEQUENT SERIES OF PREFERRED SHARES, THE TRUST WILL FURNISH A COPY OF SUCH STATEMENT TO ANY HOLDER OF SHARES WITHOUT CHARGE ON
REQUEST TO THE SECRETARY OF THE TRUST AT ITS PRINCIPAL PLACE OF BUSINESS.


     THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR PURPOSES OF THE TRUST’S MAINTENANCE OF
ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AS SET FORTH IN THE DECLARATION OF TRUST, A COPY OF
WHICH, INCLUDING THE RESTRICTIONS ON OWNERSHIP AND TRANSFER, WILL BE FURNISHED TO EACH SHAREHOLDER ON REQUEST AND WITHOUT CHARGE.


     The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:



	 	 	 	 	 	 	 	 	 
	TEN COM	 	
-
	 	as tenants in common
	 	UNIF GIFT MIN ACT-
	 	

	TEN ENT	 	
-
	 	as tenants by the entireties
	 	 	 	(Cust)                 (Minor)
	JT TEN	 	
-
	 	as joint tenants with the right
	 	 	 	under Uniform Gifts to Minor Act
	 	 	 	 	of survivorship and not as
	 	 	 	

	 	 	 	 	tenants in common
	 	 	 	(State)
	 	 	 	 	 	 	UNIF TRF MIN ACT-
	 	

	 	 	 	 	 	 	 	 	(Cust)                 (Minor)
	 	 	 	 	 	 	 	 	(until age                 ) under Uniform
	 	 	 	 	 	 	 	 	Transfers to Minors Act
	 	 	 	 	 	 	 	 	

(State)





Additional abbreviations may also be used though not in the above list.


     For Value Received,                                      hereby sell, assign and transfer unto



	 	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE	










(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)








                                                     Series G Cumulative Redeemable Preferred Shares represented by the within Certificate, and do
herby irrevocably constitute and appoint                                                                                                    
Attorney to transfer the said shares on the books of the within named Trust with full power of substitution in the premises.



	 
	Dated                                                                                






	 	 
	 	

	 	Notice: The signature to this assignment must correspond with the name
as written upon the face of the Certificate in every particular, without
alteration or enlargement or any change whatever