0001193125-09-042761 Sample Contracts

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • DCT Industrial Trust Inc. • Real estate investment trusts • Colorado

This Second Amendment to Employment Agreement (this “Amendment”), effective as of December 19, 2008, is made by and between DCT Industrial Trust Inc. (f/k/a Dividend Capital Trust Inc.), a Maryland corporation (the “Company”), and Michael J. Ruen (the “Executive”).

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FOURTH AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF DCT INDUSTRIAL OPERATING PARTNERSHIP LP, A Delaware limited partnership
Limited Partnership Agreement • March 2nd, 2009 • DCT Industrial Trust Inc. • Real estate investment trusts

This Fourth Amendment (the “Amendment”) to the Amended and Restated Limited Partnership Agreement (the “Agreement”) of DCT Industrial Operating Partnership LP, a Delaware limited partnership (the “Partnership”), dated as of October 10, 2006, as amended to date, is made and entered into as of December 1, 2008 by DCT Industrial Trust Inc., a Maryland corporation, as General Partner (the “General Partner”).

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