0001193125-06-207720 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 13th, 2006 • DCT Industrial Trust Inc. • Real estate investment trusts • Maryland

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of this day of October, 2006, by and between DCT Industrial Trust Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF DCT INDUSTRIAL OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP October 10, 2006
Limited Partnership Agreement • October 13th, 2006 • DCT Industrial Trust Inc. • Real estate investment trusts • Delaware

This Amended and Restated Agreement of Limited Partnership (this “Agreement”) is entered into as of October 10, 2006, between DCT Industrial Trust Inc., a Maryland corporation (f/k/a Dividend Capital Trust Inc.) (the “General Partner”), and the Limited Partners set forth on Exhibit A hereto. This Agreement amends, restates and replaces in its entirety the Limited Partnership Agreement of Dividend Capital Operating Partnership LP, dated May 30, 2002, as amended July 26, 2002 and October 10, 2006 (the “Original Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

TERMINATION AGREEMENT
Termination Agreement • October 13th, 2006 • DCT Industrial Trust Inc. • Real estate investment trusts • New York

THIS TERMINATION AGREEMENT (this “Agreement”) is dated as of October 10, 2006, by and between DIVIDEND CAPITAL SECURITIES LLC, a Colorado limited liability company (the “Dealer Manager”) and DIVIDEND CAPITAL OPERATING PARTNERSHIP LP, a Delaware limited partnership (“DCOP”).

DCT INDUSTRIAL TRUST INC. LTIP UNIT AWARD AGREEMENT
Ltip Unit Award Agreement • October 13th, 2006 • DCT Industrial Trust Inc. • Real estate investment trusts • Maryland
AMENDMENT NUMBER TWO LIMITED PARTNERSHIP AGREEMENT OF DIVIDEND CAPITAL OPERATING PARTNERSHIP LP
Limited Partnership Agreement • October 13th, 2006 • DCT Industrial Trust Inc. • Real estate investment trusts • Delaware

This Amendment Number Two to the Limited Partnership Agreement of Dividend Capital Operating Partnership LP (this “Amendment”) is entered into on October 10, 2006 by the General Partner. This Amendment amends Exhibit A of the Limited Partnership Agreement of Dividend Capital Operating Partnership LP, dated May 30, 2002, as amended July 26, 2002 (the “Original Agreement”). Capital terms used herein but not otherwise defined shall have the meanings given them in the Original Agreement.

TERMINATION AGREEMENT
Termination Agreement • October 13th, 2006 • DCT Industrial Trust Inc. • Real estate investment trusts • New York

THIS TERMINATION AGREEMENT (this “Agreement”) is dated as of October 10, 2006, by and between DIVIDEND CAPITAL EXCHANGE FACILITATORS LLC, a Colorado limited liability company (the “DCXF”) and DIVIDEND CAPITAL OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “DCOP”). Unless the context otherwise requires, capitalized terms used but not otherwise defined herein have the meanings specified in the IP Licensing Agreement (defined below).

DCT INDUSTRIAL TRUST INC. FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • October 13th, 2006 • DCT Industrial Trust Inc. • Real estate investment trusts • Maryland

AGREEMENT by and between DCT Industrial Trust Inc. (f/k/a Dividend Capital Trust Inc.), a Maryland corporation (the “Company”) and (the “Grantee”), dated as of the day of , 200 .

DCT INDUSTRIAL TRUST INC. FORM OF PHANTOM SHARE AWARD AGREEMENT
Phantom Share Award Agreement • October 13th, 2006 • DCT Industrial Trust Inc. • Real estate investment trusts • Maryland

AGREEMENT by and between DCT Industrial Trust Inc. (f/k/a Dividend Capital Trust Inc.), a Maryland corporation (the “Company”) and (the “Grantee”), dated as of the day of , 200 .

TERMINATION AGREEMENT
Termination Agreement • October 13th, 2006 • DCT Industrial Trust Inc. • Real estate investment trusts • New York

THIS TERMINATION AGREEMENT (this “Agreement”) is dated as of October 10, 2006, by and between DIVIDEND CAPITAL SECURITIES LLC, a Colorado limited liability company (the “Dealer Manager”), and DIVIDEND CAPITAL TRUST INC., a Maryland corporation (the “REIT”).

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