0000950134-05-018764 Sample Contracts

OPTION AGREEMENT
Option Agreement • October 4th, 2005 • Prentiss Properties Trust/Md • Real estate investment trusts • Texas

This Option Agreement is entered into as of the 3rd day of October, 2005 by and among Prentiss Properties Continental, L.L.C. (“Continental”) and Michael V. Prentiss.

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FOURTH AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • October 4th, 2005 • Prentiss Properties Trust/Md • Real estate investment trusts • Maryland

This Fourth Amendment to Amended and Restated Rights Agreement (this “Fourth Amendment”), dated as of as of October 3, 2005, is entered into by and between Prentiss Properties Trust, a Maryland real estate investment trust (the “Company”) and Computershare Shareholder Services, Inc. (formerly known as EquiServe Trust Company, N.A.) (the “Rights Agent”) and amends the Amended and Restated Rights Agreement (the “Rights Agreement”), dated as of January 22, 2002, by and between the Company, and the Rights Agent, as amended by the First Amendment to the Rights Agreement, dated as of June 26, 2002, the Second Amendment to the Rights Agreement, dated as of October 21, 2003, and the Third Amendment to the Rights Agreement, dated as of February 14, 2005. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Rights Agreement.

FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 4th, 2005 • Prentiss Properties Trust/Md • Real estate investment trusts • Texas

This First Amendment to the Third Amended and Restated Employment Agreement (this “Amendment”), dated October 3, 2005, is entered into by and between Prentiss Properties Trust, a Maryland real estate investment trust (the “Company”), and Michael V. Prentiss (the “Executive”).

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