EIGHTH SUPPLEMENTAL INDENTURE

Exhibit 4.1

EIGHTH SUPPLEMENTAL INDENTURE

     EIGHTH SUPPLEMENTAL INDENTURE, dated as of August 14, 2009 (this “ Supplemental Indenture ”), by and between PROLOGIS (formerly ProLogis Trust and prior thereto Security Capital Industrial Trust), a real estate investment trust organized under the laws of the State of Maryland having its principal office at 4545 Airport Way, Denver, Colorado 80239 (the “ Company ”), and U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), having a corporate trust office at Corporate Trust Services, 100 Wall Street, Suite 1600, New York, New York 10005, as successor Trustee (in such capacity, the “ Trustee ”) under the Base Indenture (defined below).

RECITALS OF THE COMPANY

     The Company and the Trustee have heretofore entered into an Indenture, dated as of March 1, 1995 (the “Original Indenture”), as amended by a First Supplemental Indenture dated as of February 9, 2005, a Second Supplemental Indenture(the “ Second Supplemental Indenture ”), dated as of November 2, 2005, a Third Supplemental Indenture, dated as of November 2, 2005, a Fourth Supplemental Indenture, dated as of March 26, 2007, a Fifth Supplemental Indenture, dated as of November 8, 2007, a Sixth Supplemental Indenture, dated as of May 7, 2008 and a Seventh Supplemental Indenture (the “ Seventh Supplemental Indenture ”), dated as of May 7, 2008 (as so supplemented, the “ Base Indenture ”), providing for the issuance by the Company from time to time of its senior debt securities evidencing its unsubordinated indebtedness (the “ Securities ”).

     Section 901(5) of the Base Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to change or eliminate any of the provisions of the Base Indenture, provided that any such change or elimination becomes effective only when there is no Security Outstanding of any series created prior to the execution of such indenture supplemental which is entitled to the benefit of such provision.

     The Board of Trustees of the Company has duly adopted resolutions authorizing the Company to execute and deliver this Supplemental Indenture.

     All things necessary to make the Base Indenture, as hereby modified, a valid agreement of the Company, in accordance with its terms, have been done.

     NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

     For and in consideration of the premises and of the covenants contained herein and in the Base Indenture, the Company and the Trustee covenant and agree, for the equal and proportionate benefit of all Holders of Securities issued on or after the date of this Supplemental Indenture, as follows:

ARTICLE ONE
RELATION TO BASE INDENTURE; DEFINITIONS

     Section 1.1. Relation to Base Indenture . This Supplemental Indenture constitutes an integral part of the Base Indenture.

     Section 1.2. Definitions . For all purposes of this Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires:

     “ Annual Service Charge ” as of any date means the maximum amount which is payable in any period for interest on, and original issue discount of, Debt of the Company and its Subsidiaries and the amount of dividends which are payable in respect of any Disqualified Stock.

     “ Consolidated Income Available for Debt Service ” for any period means Earnings From Operations of the Company and its Subsidiaries plus amounts which have been deducted, and minus amounts which have been added, for the following (without duplication): (a) interest on Debt of the Company and its Subsidiaries, (b) provision for taxes of the Company and its Subsidiaries based on income, (c) amortization of debt discount, (d) provisions for unrealized gains and losses, depreciation and amortization, and the effect of any other non-cash items, (e) extraordinary, non-recurring and other unusual items (including, without limitation, any costs and fees incurred in connection with any debt financing or amendments thereto, any acquisition, disposition, recapitalization or similar transaction (regardless of whether such transaction is completed)), (f) the effect of any noncash charge resulting from a change in accounting principles in determining Earnings from Operations for such period, (g) amortization of deferred charges and (h) any of the items described in clauses (d) and (e) above that were included in Earnings From Operations on account of an Equity Investee.

     “ Debt ” of the Company or any Subsidiary means any indebtedness of the Company or any Subsidiary, excluding any accrued expense or trade payable, whether or not contingent, in respect of (i) borrowed money

evidenced by bonds, notes, debentures or similar instruments, (ii) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any security interest existing on property owned by the Company or any Subsidiary, (iii) the reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued or amounts representing the balance deferred and unpaid of the purchase price of any property or services, or all conditional sale obligations or obligations under any title retention agreement, (iv) the principal amount of all obligations of the Company or any Subsidiary with respect to redemption, repayment or other repurchase of any Disqualified Stock or (v) any lease of property by the Company or any Subsidiary as lessee which is reflected on the Company’s Consolidated Balance Sheet as a capitalized lease in accordance with GAAP and to the extent, in the case of items of indebtedness under (i) through (iii) above, that any such items (other than letters of credit) would appear as a liability on the Company’s Consolidated Balance Sheet in accordance with GAAP, and also includes, to the extent not otherwise included, any obligation by the Company or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), Debt of another Person (other than the Company or any Subsidiary).

     “ Disqualified Stock ” means, with respect to any Person, any Capital Stock of such Person which by the terms of such Capital Stock (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise (i) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, (ii) is convertible into or exchangeable or exercisable for Debt or Disqualified Stock or (iii) is redeemable at the option of the holder thereof, in whole or in part, in each case on or prior to the Stated Maturity of the series of Debt Securities.

     “ Earnings From Operations ” for any period means net earnings excluding gains and losses on sales of investments, net, as reflected in the financial statements of the Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

     “ Encumbrance ” means any mortgage, pledge, lien, charge, encumbrance or any security interest existing on property owned by the Company or any Subsidiary securing indebtedness for borrowed money, other than a Permitted Encumbrance.

     “ Equity Investee ” means any Person in which the Company or any Subsidiary holds an ownership interest that is accounted for by the Company or a Subsidiary under the equity method of accounting.

     “ GAAP ” means generally accepted accounting principles as used in the U