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                                                                   EXHIBIT 10.26

                         EXECUTIVE PROTECTION AGREEMENT


         This Agreement entered into as of the 24th day of June, 1999 (the
"Effective Date") by and between ProLogis Trust, a Maryland real estate
investment trust (the "Trust"), and (the "Executive"),

                                WITNESSETH THAT:

         WHEREAS, the Trust wishes to assure itself of the continuity of the
Executive's services in the event of a change in control of the Trust; and

         WHEREAS, the Trust and the Executive accordingly desire to enter into
this Agreement on the terms and conditions set forth below;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, it is hereby agreed by and between the parties as follows:

         1. Term of Agreement. The "Term" of this Agreement shall commence on
the Effective Date and shall continue through December 31, 2001; provided,
however, that on such date and on each December 31 thereafter, the Term of this
Agreement shall automatically be extended for one additional year unless, not
later than the preceding October 1, either party shall have given notice that
such party does not wish to extend the Term; and provided further that if a
Change in Control (as defined in paragraph 3 below) shall have occurred during
the original or any extended Term of this Agreement, the Term of this Agreement
shall continue until the end of the twenty-fourth calendar month after the
calendar month in which such Change in Control occurs, at which time it will
expire.

         2. Employment After a Change in Control. If the Executive is in the
employ of the Trust on the date of a Change in Control, the Trust hereby agrees
to continue the Executive in its employ for the period commencing on the date of
the Change in Control and ending on the last day of the Term of this Agreement.
During the period of employment described in the foregoing provisions of this
paragraph 2 (the "Employment Period"), the Executive shall hold such position
with the Trust and exercise such authority and perform such executive duties as
are commensurate with his position, authority and duties immediately prior to
the Employment Period. The Executive agrees that during the Employment Period he
shall devote his full business time exclusively to the executive duties
described herein and perform such duties faithfully and efficiently; provided,
however, that nothing in this Agreement shall prevent the Executive from
voluntarily resigning from employment upon no less than 15 days' advance written
notice to the Trust under circumstances that do not constitute a Termination (as
defined in paragraph 5).

         3. Change in Control. For purposes of this Agreement, a "Change in
Control" means the happening of any of the following:



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         (a) The shareholders of the Trust approve a definitive agreement to
         merge the Trust into or consolidate the Trust with another entity, sell
         or otherwise dispose of all or substantially all of its assets or adopt
         a plan of liquidation, provided, however, that a Change in Control
         shall not be deemed to have occurred by reason of a transaction, or a
         substantially concurrent or otherwise related series of transactions,
         upon the completion of which 50% or more of the beneficial ownership of
         the voting power of the Trust, the surviving corporation or corporation
         directly or indirectly controlling the Trust or the surviving
         corporation, as the case may be, is held by the same persons (as
         defined below) (although not necessarily in the same proportion) as
         held the beneficial ownership of the voting power of the Trust
         immediately prior to the transaction or the substantially concurrent or
         otherwise related series of transactions, except that upon the
         completion thereof, employees or employee benefit plans of the Trust
         may be a new holder of such beneficial ownership; provided, further,
         that any transaction described in this paragraph (a) with an
         "Affiliate" of the Trust (as defined in the Securities Exchange Act of
         1934, as amended (the "Exchange Act")) shall not be treated as a Change
         in Control.

         (b) The "beneficial ownership" (as defined in Rule 13d-3 under the
         Exchange Act) of securities representing 50% or more of the combined
         voting power of the Trust is acquired, other than from the Trust, by
         any "person" as defined in Sections 13(d) and 14(d) of the Exchange Act
         (other than any trustee or other fiduciary holding securities under an
         employee benefit or other similar stock plan of the Trust); provided,
         that any purchase by Security Capital Group Incorporated or any of its
         Affiliates of securities representing 50% or more of the combined
         voting power of the Trust shall not be treated as a Change in Control.

         (c) At any time during any period of two consecutive years, individuals
         who at the beginning of such period were members of the Board of
         Trustees of the Trust cease for any reason to constitute at least a
         majority thereof (unless the election, or the nomination for election
         by the Trust's shareholders, of each new trustee was approved by a vote
         of at least two-thirds of the trustees still in office at the time of
         such election or nomination who were trustees at the beginning of such
         period).

         (d) The SCGI Affiliates in a single transaction, or in substantially
         concurrent transactions or otherwise related series of transactions,
         transfer all or a portion of their interests in the Trust; provided
         that the interest so transferred represents 20% or more of the total
         beneficial ownership of the voting power of the Trust; and further
         provided that the transfer of such 20% or greater interest is to a
         corporation, partnership, joint venture, or other entity (or a group of
         any such entities that are under common control) that are not SCGI
         Affiliates (regardless of whether any Rights are transferred in
         connection with the transaction).

         (e) The SCGI Affiliates transfer any Rights to any person who is not an
         SCGI Affiliate.



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For purposes of this Agreement, the following terms shall be defined as
indicated:

(i)      The term "Beneficial Owner" shall mean beneficial owner as defined in
         Rule 13d-3 under the Exchange Act.

(ii)     Entities shall be treated as being under "common control" during any
         period in which they are "affiliates" of each other as that term is
         defined in the Exchange Act.

(iii)    The term "person" shall be as defined in Sections 13(d) and 14(d) of
         the Exchange Act, but shall exclude any trustee or other fiduciary
         holding securities under an employee benefit or other similar stock
         plan of the Trust.

(iv)     The term "ProLogis Affiliate" shall mean ProLogis Trust and any of its
         "affiliates" as that term is defined in the Exchange Act.

(v)      The term "Rights" shall mean (i) any rights of Security Capital Group
         Incorporated set forth in Section 5 of the Third Amended and Restated
         Investor Agreement, dated as of September 9, 1997 between ProLogis
         Trust and Security Capital Group Incorporated, as such agreement may be
         amended and in effect from time to time; and (ii) any rights of
         Security Capital Group Incorporated as an Excluded Holder under the
         provisions of Article II of ProLogis Trust's Amended and Restated
         Declaration of Trust, as amended and supplemented and in effect from
         time to time.

(vi)     The term "SCGI Affiliate" shall mean Security Capital Group
         Incorporated and any of its "affiliates" as that term is defined in the
         Exchange Act.

         4. Compensation During the Employment Period. During the Employment
Period, the Executive shall be compensated as follows:

         (a) He shall receive an annual salary which is not less than his annual
         salary immediately prior to the Employment Period.

         (b) He shall be entitled to participate in annual cash-based incentive
         compensation plans which, in the aggregate, provide bonus opportunities
         which are not materially less favorable to the Executive than the
         greater of (i) the opportunities provided by the Trust for executives
         with comparable levels of responsibility as in effect from time to
         time; and (ii) the opportunities provided to the Executive under all
         such plans in which he was participating prior to the Employment
         Period.

         (c) He shall be eligible to participate in other incentive compensation
         plans and other employee benefit plans on a basis not materially less
         favorable to the Executive than that applicable to other executives of
         the Trust with comparable levels of responsibility as in effect from
         time to time.



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         5. Termination. For purposes of this Agreement, the term "Termination"
shall mean termination of the employment of the Executive by the Trust during
the Employment Period (I) by the Trust, for any reason other than death,
Disability, or Cause, or (II) by Constructive Discharge of the Executive (as
these terms are described below). For purposes of this Agreement:

         (a) The Executive shall be considered to have a "Disability" during the
         period in which he is unable, by reason of a medically determinable
         physical or mental impairment, to engage in the material and
         substantial duties of his regular occupation, and such condition is
         expected to be permanent, as determined by the Chief Executive Officer
         of the Trust.

         (b) For purposes of this Agreement, "Cause" shall mean, in the
         reasonable judgment of the Chief Executive Officer of the Trust (i) the
         willful and continued failure by the Executive to substantially perform
         his duties with the Trust or any subsidiary after written notification
         by the Trust or subsidiary, (ii) the willful engaging by the Executive
         in conduct which is demonstrably injurious to the Trust or any
         subsidiary, monetarily or otherwise, or (iii) the engaging by the
         Executive in egregious misconduct involving serious moral turpitude.
         For purposes hereof, no act, or failure to act, on the Executive's part
         shall be deemed "willful" unless done, or omitted to be done, by the
         Executive not in good faith and without reasonable belief that such
         action was in the best interest of the Trust or subsidiary.

         (c)      If, after a Change in Control, the Executive:

                  (i) provides written notice to the Trust of the occurrence of
                  Good Reason (as defined below) within a reasonable time after
                  the Executive has knowledge of the circumstances constituting
                  Good Reason, which notice shall specifically identifies the
                  circumstances which the Executive believes constitute Good
                  Reason;

                  (ii) the Trust fails to notify the Executive of the Trust's
                  intended method of correction within a reasonable period of
                  time after the Trust receives the notice, or the Trust fails
                  to correct the circumstances within a reasonable time after
                  such notice; and

                  (iii) the Executive resigns within a reasonable time after
                  receiving the Trust's response, if such notice does not
                  indicate an intention to correct such circumstances, or within
                  a reasonable time after the Trust fails to correct such
                  circumstances;

         then the Executive shall be considered to have been subject to a
         "Constructive Discharge" by the Trust. For purposes of this Agreement,
         "Good Reason" shall mean, without the Executive's express written
         consent (and except in consequence of a prior termination of the
         Executive's employment), the occurrence of any of the following
         circumstances:



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                  (I) a substantial adverse alteration in the nature of the
         Executive's status or responsibilities from those in effect immediately
         prior to the Employment Period;

                  (II) failure to provide salary and other compensation and
         benefits in accordance with paragraph 4; or

                  (III) the failure of the Trust to obtain a satisfactory
         agreement from any successor to assume and agree to perform this
         Agreement as contemplated in paragraph 16.

If the Executive becomes employed by the entity into which the Trust merged, or
the purchaser of substantially all of the assets of the Trust, or a successor to
such entity or purchaser, the Executive shall not be treated as having
terminated employment for purposes of this Agreement until such time as the
Executive terminates employment with the merged entity or purchaser (or
successor), as applicable. If the Executive is transferred to employment with a
subsidiary of the Trust (regardless of whether before, on, or after a Change in
Control), such transfer shall not constitute a termination of employment for
purposes of this Agreement, provided that the subsidiary agrees to assume this
Agreement and be substituted for the Trust under this Agreement (provided that
the subsidiary shall not be substituted for the Trust for purposes of defining
the term "Change in Control").

         6. Severance Benefits. Subject to the provisions of paragraphs 7 and 8
below, in the event of a Termination described in paragraph 5, in lieu of the
amount otherwise payable under paragraph 4:

         (a) The Executive shall be entitled to the bonus(es) payable for the
         performance period(s) in which the date of the Executive's Termination
         occurs, with payment based on achievement of a target level of
         performance for the entire period (regardless of actual performance for
         the period); provided, however, that the amount of the bonus shall be
         subject to a pro-rata reduction to reflect the portion of the
         applicable performance period following the date of termination.
         Payment under this paragraph (a) shall be made at the regularly
         scheduled time for payment of such amounts to active employees.

         (b) As of the date of Termination, the Executive shall be fully vested
         in all benefits accrued through the date of Termination under the
         ProLogis Trust Nonqualified Savings Plan, and all such benefits shall
         be payable in a lump sum not later than 10 days after the date of
         Termination.

         (c) Any options to purchase stock of the Trust that are held by the
         Executive on the date of Termination shall vest and become immediately
         exercisable on such date.

         (d) The Executive shall continue to receive medical insurance and life
         insurance coverage in accordance with paragraph 4(c) above for a period
         of period of 24 months after the date of Termination.



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         (e) The Executive shall be entitled to a lump sum payment in cash no
         later than ten business days after the date of Termination equal to the
         sum of:

                  (i) an amount equal to two times the Executive's annual salary
                  rate in effect immediately prior to the Employment Period; and

                  (ii) an amount equal to two times times the Executive's target
                  level of the annual bonus for the fiscal year in which the
                  date of Termination occurs.

         (f) The Trust shall, for a period not to exceed twelve months, provide
         for standard outplacement services by any one qualified outplacement
         agency selected by the Trust.

Except as may be otherwise specifically provided in an amendment of this
paragraph 6 adopted in accordance with paragraph 15, the Executive's rights
under this paragraph 6 shall be in lieu of any benefits with respect to a
termination following a Change in Control that may be otherwise payable to or on
behalf of the Executive pursuant to the terms of any severance pay arrangement
of the Trust or any subsidiary or any other, similar arrangement of the Trust or
any subsidiary providing benefits upon involuntary termination of employment.

         7. Make-Whole Payments. The following shall apply with respect to
amounts to or on behalf of the Executive:

         (a) Subject to the following provisions of this paragraph 7, if any
         payment or benefit to which the Executive is entitled from the Trust,
         any affiliate, or trusts established by the Trust or by any affiliate
         (a "Payment") is subject to any tax under section 4999 of the Internal
         Revenue Code of 1986, as amended (the "Code"), or any similar federal
         or state law (an "Excise Tax"), the Trust shall pay to the Executive an
         additional amount (the "Make Whole-Amount") which is equal to (i) the
         amount of the Excise Tax, plus (ii) the aggregate amount of any
         interest, penalties, fines or additions to any tax which are imposed in
         connection with the imposition of such Excise Tax, plus (iii) all
         income, excise and other applicable taxes imposed on the Executive
         under the laws of any Federal, state or local government or taxing
         authority by reason of the payments required under clause (i) and
         clause (ii) and this clause (iii).

         (b) For purposes of determining the Make-Whole Amount, the Executive
         shall be deemed to be taxed at the highest marginal rate under all
         applicable local, state, federal and foreign income tax laws for the
         year in which the Make-Whole Amount is paid. The Make-Whole Amount
         payable with respect to an Excise Tax shall be paid by the Trust
         coincident with the Payment with respect to which such Excise Tax
         relates.

         (c) All calculations under this paragraph 7 shall be made initially by
         the Trust and the Trust shall provide prompt written notice thereof to
         the Executive to enable the Executive to timely file all applicable tax
         returns. Upon request of the Executive, the Trust shall



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         provide the Executive with sufficient tax and compensation data to
         enable the Executive or his tax advisor to independently make the
         calculations described in paragraph (b) above and the Trust shall
         reimburse the Executive for reasonable fees and expenses incurred for
         any such verification.

         (d) If the Executive gives written notice to the Trust of any objection
         to the results of the Trust's calculations within 60 days of the
         Executive's receipt of written notice thereof, the dispute shall be
         referred for determination to tax counsel selected by the independent
         auditors of the Trust ("Tax Counsel"). The Trust shall pay all fees and
         expenses of such Tax Counsel. Pending such determination by Tax
         Counsel, the Trust shall pay the Executive the Make-Whole Amount as
         determined by it in good faith. The Trust shall pay the Executive any
         additional amount determined by Tax Counsel to be due under this
         paragraph 7 (together with interest thereon at a rate equal to 120% of
         the Federal short-term rate determined under section 1274(d) of the
         Code) promptly after such determination.

         (e) The determination by Tax Counsel shall be conclusive and binding
         upon all parties unless the Internal Revenue Service, a court of
         competent jurisdiction, or such other duly empowered governmental body
         or agency (a "Tax Authority") determines that the Executive owes a
         greater or lesser amount of Excise Tax with respect to any Payment than
         the amount determined by Tax Counsel.

         (f) If a Taxing Authority makes a claim against the Executive which, if
         successful, would require the Trust to make a payment under this
         paragraph 7, the Executive agrees to contest the claim on request of
         the Trust subject to the following conditions:

                  (i) The Executive shall notify the Trust of any such claim
         within 10 days of becoming aware thereof. In the event that the Trust
         desires the claim to be contested, it shall promptly (but in no event
         more than 30 days after the notice from the Executive or such shorter
         time as the Taxing Authority may specify for responding to such claim)
         request the Executive to contest the claim. The Executive shall not
         make any payment of any tax which is the subject of the claim before
         the Executive has given the notice or during the 30-day period
         thereafter unless the Executive receives written instructions from the
         Trust to make such payment together with an advance of funds sufficient
         to make the requested payment plus any amounts payable under this
         paragraph 7 determined as if such advance were an Excise Tax, in which
         case the Executive will act promptly in accordance with such
         instructions.

                  (ii) If the Trust so requests, the Executive will contest the
         claim by either paying the tax claimed and suing for a refund in the
         appropriate court or contesting the claim in the United States Tax
         Court or other appropriate court, as directed by the Trust; provided,
         however, that any request by the Trust for the Executive to pay the tax
         shall be accompanied by an advance from the Trust to the Executive of
         funds sufficient to make the requested payment plus any amounts payable
         under this paragraph 7 determined as if



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         such advance were an Excise Tax. If directed by the Trust in writing
         the Executive will take all action necessary to compromise or settle
         the claim, but in no event will the Executive compromise or settle the
         claim or cease to contest the claim without the written consent of the
         Trust; provided, however, that the Executive may take any such action
         if the Executive waives in writing his right to a payment under this
         paragraph 7 for any amounts payable in connection with such claim. The
         Executive agrees to cooperate in good faith with the Trust in
         contesting the claim and to comply with any reasonable request from the
         Trust concerning the contest of the claim, including the pursuit of
         administrative remedies, the appropriate forum for any judicial
         proceedings, and the legal basis for contesting the claim. Upon request
         of the Trust, the Executive shall take appropriate appeals of any
         judgment or decision that would require the Trust to make a payment
         under this paragraph 7. Provided that the Executive is in compliance
         with the provisions of this paragraph (ii), the Trust shall be liable
         for and indemnify the Executive against any loss in connection with,
         and all costs and expenses, including attorneys' fees, which may be
         incurred as a result of, contesting the claim, and shall provide to the
         Executive within 30 days after each written request therefor by the
         Executive cash advances or reimbursement for all such costs and
         expenses actually incurred or reasonably expected to be incurred by the
         Executive as a result of contesting the claim.

                  (iii) Should a Tax Authority finally determine that an
         additional Excise Tax is owed, then the Trust shall pay an additional
         Make-Up Amount to the Executive in a manner consistent with this
         paragraph 7 with respect to any additional Excise Tax and any assessed
         interest, fines, or penalties. If any Excise Tax as calculated by the
         Trust or Tax Counsel, as the case may be, is finally determined by a
         Tax Authority to exceed the amount required to be paid under applicable
         law, then the Executive shall repay such excess to the Trust within 30
         days of such determination; provided that such repayment shall be
         reduced by the amount of any taxes paid by the Executive on such excess
         which is not offset by the tax benefit attributable to the repayment.

         (g) Notwithstanding the foregoing provisions of this paragraph 7:

                  (i) If (I) any Payments otherwise due to or on behalf of the
         Executive (determined without regard to paragraph 7(a)) are subject to
         an Excise Tax, and (II) a reduction in such Payments otherwise subject
         to the Excise Tax to an amount that is not less than 90% of the Value
         of the Payments otherwise subject to the Excise Tax would result in no
         Excise Tax being imposed with respect to any Payments, then:

                           (A) the Payments to which the Executive is or will
                  become entitled under this Agreement or otherwise from the
                  Trust shall be reduced to the extent required to avoid
                  incurring the Excise Tax; and



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                           (B) no payments shall be made to the Executive under
                  paragraph 7(a). The "Value" of the Payments described in
                  clause (II) above shall be determined by the Trust in good
                  faith as of the date on which the applicable change in control
                  is deemed to occur for purposes of section 280G of the Code.

                  (ii) If reductions are required in the Executive's Payments in
         accordance with paragraph (i) above, the Executive shall be entitled to
         select the order in which payments and benefits are to be reduced. Upon
         request of the Executive, the Trust shall provide the Executive with
         sufficient tax and compensation data to enable the Executive or his tax
         advisor to independently make the calculations described in paragraph
         (i) above and the Trust shall reimburse the Executive for reasonable
         fees and expenses incurred for any such verification.

                  (iii) If the Executive gives written notice to the Trust of
         any objection to the results of the Trust's calculations under this
         paragraph (g) within 60 days of the Executive's receipt of written
         notice thereof, the dispute shall be referred for determination to Tax
         Counsel. The Trust shall pay all fees and expenses of such Tax Counsel.
         Pending such determination by Tax Counsel, the determination by the
         Trust shall be binding on all parties. If the Tax Counsel determines
         that this paragraph (g), and the reductions described in this paragraph
         (g), are inapplicable, the Trust shall pay the Executive any additional
         amount determined by Tax Counsel to be due under this paragraph 7
         (together with interest thereon at a rate equal to 120% of the Federal
         short-term rate determined under section 1274(d) of the Code) promptly
         after such determination.

         8. Withholding. All payments to the Executive under this Agreement will
be subject to all applicable withholding of state and federal taxes.

         9. Arbitration of All Disputes. Any controversy or claim arising out of
or relating to this Agreement or the breach thereof shall be settled by
arbitration in Denver, Colorado, in accordance with the laws of the State of
Colorado, by three arbitrators appointed by the parties. If the parties cannot
agree on the appointment of the arbitrators, one shall be appointed by the Trust
and one by the Executive and the third shall be appointed by the first two
arbitrators. If the first two arbitrators cannot agree on the appointment of a
third arbitrator, then the third arbitrator shall be appointed by the Chief
Judge of the United States Court of Appeals for the Tenth Circuit. The
arbitration shall be conducted in accordance with the rules of the American
Arbitration Association, except with respect to the selection of arbitrators
which shall be as provided in this paragraph 9. Judgment upon the award rendered
by the arbitrators may be entered in any court having jurisdiction thereof.

         10. Legal and Enforcement Costs. This paragraph 10 shall apply if it
becomes necessary or desirable for the Executive to retain legal counsel or
incur other costs and expenses in connection with either enforcing any and all
of his rights under this Agreement or defending against any allegations of
breach of this Agreement by the Trust:



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         (a) The Executive shall be entitled to recover from the Trust
         reasonable attorneys' fees, costs and expenses incurred by him in
         connection with such enforcement or defense.

         (b) Payments required under this paragraph 10 shall be made by the
         Trust to the Executive (or directly to the Executive's attorney)
         promptly following submission to the Trust of appropriate documentation
         evidencing the incurrence of such attorneys' fees, costs, and expenses.

         (c) The Executive shall be entitled to select his legal counsel;
         provided, however, that such right of selection shall not affect the
         requirement that any costs and expenses reimbursable under this
         paragraph 10 be reasonable.

         (d) The Executive's rights to payments under this paragraph 10 shall
         not be affected by the final outcome of any dispute with the Trust;
         provided, however, that to the extent that the arbitrators shall
         determine that under the circumstances recovery by the Executive of all
         or a part of any such fees and costs and expenses would be unjust or
         inappropriate, the Executive shall not be entitled to such recovery;
         and to the extent that such amount have been recovered by the Executive
         previously, the Executive shall repay such amounts to the Trust.

         11. Mitigation and Set-Off. The Executive shall not be required to
mitigate the amount of any payment provided for in this Agreement by seeking
other employment or otherwise. The Trust shall not be entitled to set off
against the amounts payable to the Executive under this Agreement any amounts
owed to the Trust by the Executive, any amounts earned by the Executive in other
employment after termination of his employment with the Trust, or any amounts
which might have been earned by the Executive in other employment had he sought
such other employment.

         12. Notices. Notices and all other communications provided for in this
Agreement shall be in writing and shall be delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid
(provided that international mail shall be sent via overnight or two-day
delivery), or sent by facsimile or prepaid overnight courier to the parties at
the addresses set forth below (or such other addresses as shall be specified by
the parties by like notice). Such notices, demands, claims and other
communications shall be deemed given:

         (a) in the case of delivery by overnight service with guaranteed next
         day delivery, the next day or the day designated for delivery;

         (b) in the case of certified or registered U.S. mail, five days after
         deposit in the U.S. mail; or

         (c) in the case of facsimile, the date upon which the transmitting
         party received confirmation of receipt by facsimile, telephone or
         otherwise;



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provided, however, that in no event shall any such communications be deemed to
be given later than the date they are actually received. Communications that are
to be delivered by the U.S. mail or by overnight service or two-day delivery
service to the Executive shall be to the last address he has filed in writing
with the Trust, and such deliveries to the Trust shall be to the following
address:

         ProLogis Trust
         14100 East 35th Place
         Aurora, Colorado  80011

All notices to the Trust shall be directed to the attention of the Chief
Financial Officer of the Trust, with a copy to the Secretary of the Trust.

         13. Non-Alienation. The Executive shall not have any right to pledge,
hypothecate, anticipate or in any way create a lien upon any amounts provided
under this Agreement; and no benefits payable hereunder shall be assignable in
anticipation of payment either by voluntary or involuntary acts, or by operation
of law. Nothing in this paragraph 13 shall limit the Executive's rights or
powers to dispose of his property by will or limit any rights or powers which
his executor or administrator would otherwise have.

         14. Governing Law. The provisions of this Agreement shall be construed
in accordance with the laws of the State of Colorado, without application of
conflict of laws provisions thereunder.

         15. Amendment. This Agreement may be amended or canceled by mutual
agreement of the parties in writing without the consent of any other person and,
so long as the Executive lives, no person, other than the parties hereto, shall
have any rights under or interest in this Agreement or the subject matter
hereof.

         16. Successors to the Trust. This Agreement shall be binding upon and
inure to the benefit of the Trust and any successor of the Trust. The Trust will
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Trust to expressly assume and agree to perform this Agreement in
the same manner and to the same extent that the Trust would be required to
perform it if no succession had taken place.

         17. Severability. In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, the
remaining provisions of this Agreement shall be unaffected thereby and shall
remain in full force and effect.

         18. Counterparts. This Agreement may be executed in two or more
counterparts, any one of which shall be deemed the original without reference to
the others.



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         IN WITNESS WHEREOF, the Executive has hereunto set his hand and,
pursuant to the authorization from its Board of Trustees, the Trust has caused
these presents to be executed in its name and on its behalf, all as of the
Effective Date.


                                       EXECUTIVE


                                       ------------------------------------




                                       PROLOGIS TRUST



                                       ------------------------------------
                                       K. Dane Brooksher
                                       Chairman and Chief Executive Officer



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