0001035704-05-000349 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • July 13th, 2005 • Prologis • Real estate investment trusts • Colorado

THIS AGREEMENT, made and entered into on June 5, 2005 by and between Ted R. Antennuci (the “Executive”) and ProLogis, a Maryland real estate investment trust (the “Company”), effective as of and contingent upon the consummation of the transaction contemplated by the agreement and plan of merger dated as of the date hereof, by and among the Company, Palmtree Acquisition Corporation (“Merger Sub”) and Catellus Development Corporation (“the Merger Agreement”).

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VOTING AGREEMENT
Voting Agreement • July 13th, 2005 • Prologis • Real estate investment trusts • Delaware

This VOTING AGREEMENT is entered into on June 5, 2005, by and among ProLogis, a Maryland real estate investment trust (“ProLogis”), and each of the shareholders set forth in the signature pages hereto (each, a “Shareholder” and, collectively, the “Shareholders”).

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