FIRST AMENDMENT TO SPECIAL EQUITY AGREEMENT

Exhibit 10.2

FIRST AMENDMENT TO
SPECIAL EQUITY AGREEMENT

     This First Amendment to the Special Equity Agreement dated as of March 5, 2003 (the “Agreement”) by and between ProLogis and Xxxxxx X. Xxxxx, III (“Xxxxx”, referred to in the Agreement as the “Executive”), is entered into as of September 22, 2005, (the “Effective Date”);

WITNESSETH THAT:

     WHEREAS, ProLogis and Xxxxx are parties to the Agreement; and

     WHEREAS, the parties desire to amend certain provisions of the Agreement as herein provided.

     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Agreement as follows:

     1. Section 3(b)(i) of the Agreement is hereby deleted in its entirety and replaced with the following:

(i) serve on the board of directors or trustees of or serve as an officer or employee of any industrial real estate investment trust with a class of securities registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, or

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     IN WITNESS WHEREOF, Xxxxx has hereunto set his hand and ProLogis has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

/s/ Xxxxxx X. Xxxxx, III  

Xxxxxx X. Xxxxx, III 

	ProLogis
Acknowledged and Agreed:	By:	/s/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx
		Secretary and General Counsel

By:	/s/ Xxxxxx X. Xxxxxx
	Xxxxxx X. Xxxxxx
	Chairman Management Development & Compensation Committee