Agreement and Plan of Merger

Cogdell Spencer Inc.
Cogdell Spencer LP
4401 Barclay Downs Drive
Suite 300
Charlotte, North Carolina 28209-4670

[DATE]

Ladies and Gentlemen:

     Reference is made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 23, 2008, by and among Cogdell Spencer Inc., a Maryland corporation (the “Parent”), Cogdell Spencer LP, a Delaware limited partnership subsidiary of Parent (the “Operating Partnership”), Goldenboy Acquisition Corp., a Wisconsin corporation and a wholly-owned subsidiary of the Operating Partnership (“Merger Sub”), MEA Holdings, Inc., a Wisconsin corporation (the “Holding Company”), Marshall Erdman & Associates, Inc., a Wisconsin corporation (“MEA”), and Marshall Erdman Development, LLC, a Wisconsin limited liability company, and David Pelisek, David Lubar and Scott Ransom, in their capacity as the Seller Representative. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.

     As contemplated by the Merger Agreement, by execution of this Agreement, the Contributor named herein has agreed, in lieu of receiving the Merger Consideration payable in respect of such Contributor’s Common Shares, to receive, subject to the terms and conditions of this Agreement, OP Units (as defined in the partnership agreement (the “Partnership Agreement”)) of the Operating Partnership in exchange for such Contributor’s Common Shares (the “Contributions”). It is intended for U.S. federal income tax purposes that the Contribution be treated as a Contribution by the Contributor of the Contributor’s Common Shares to the Operating Partnership in exchange for partnership interests under section 721 of the Internal Revenue Code of 1986, as amended (the “Code”). The parties agree to file all tax returns, filings and all related items consistent with such position, unless to the extent otherwise required by law.

     1.  Contribution and Subscription . The Contributor hereby agrees, subject to the terms and conditions hereof, to contribute to the Operating Partnership the Common Shares shown on Appendix A in exchange for which the Contributor hereby subscribes for and agrees to receive (i) at the Closing, the number of OP Units equal to the amount of the Merger Consideration otherwise payable to the Contributor in respect of such Contributor’s Common Shares at the Closing divided by $17.01 and (ii) on each date (each a “Distribution Date”) that some or all of the Merger Consideration is payable to Holding Company shareholders under the Merger Agreement (including out of any of the separate funds established thereunder), the number of OP Units equal to the amount of the Merger Consideration otherwise payable to the Contributor in respect of such Contributor’s Common Shares on such Distribution Date divided by $17.01. At the Closing, the Contributor shall become a limited partner in the Operating Partnership and shall be bound by the terms and provisions of the Partnership Agreement and shall take all actions and execute all documents to effectuate the foregoing. By executing this Agreement, the Contributor hereby consents to and votes in favor of the Merger and the other transactions contemplated by the Merger Agreement.

     2.  Other Deliverables . On the date of this Agreement, the Contributor has delivered to Parent or the Operating Partnership, as applicable, (a) a duly completed and executed Form W-9 and FIRPTA Affidavit in the form of Exhibit A hereto; and (b) two duly completed and executed signature pages to this Agreement. As provided in paragraph 7 hereof, by executing this Agreement, the

Contributor is granting a power-of-attorney to the Parent to execute, on behalf of the undersigned at the Closing, the Registration Rights Agreement, in the form attached hereto as Exhibit B (the “Registration Rights Agreement”), the Lock-Up Agreement, in the form attached hereto as Exhibit C (the “Lock-Up Agreement”), the Partnership Agreement, and all other documents reasonably necessary to complete the transactions contemplated by the Merger Agreement and this Agreement. The Registration Rights Agreement, the Lock-Up Agreement and this Agreement are collectively referred to in this Agreement as the “Subscription Documents.”

     3.  Alternative Units . Notwithstanding anything to the contrary contained in paragraph 1 above, the Operating Partnership reserves the right, in its discretion, to substitute for one or more of the OP Units otherwise issuable to the Contributor as provided in paragraph 1, an equivalent number of a separate class of units of limited partnership interest in the Operating Partnership (the “Alternative Units” and together with the OP Units, the “Offered Units”), which will be substantially similar to the OP Units, except that, upon issuance, the Alternative Units will not provide for redemption rights similar to those provided under Section 8.6 of the Partnership Agreement for OP Units, unless such redemption is first approved by a vote of Parent common stockholders. The terms of the Alternative Units will provide that Parent shall make reasonable efforts to obtain a stockholder vote to approve the redemption (“Parent Stockholder Approval”), beginning with using all reasonable efforts to present a proposal to permit the redemption of the Alternative Units to Parent’s common stockholders at the first annual meeting of stockholders immediately subsequent to the initial issuance of the Alternative Units. If the Parent Stockholder Approval is not obtained, Parent shall submit such approval at each subsequent regularly scheduled annual meeting of stockholders for as long as the Alternative Units remain outstanding. In the event that Parent Stockholder Approval has not been obtained prior to June 30, 2008, ordinary distributions per Alternative Unit payable after June 30, 2008 shall be increased to 105% of the ordinary distributions per OP Unit payable after June 30, 2008. In the event that the Parent Stockholder Approval has not been obtained prior to June 30, 2009, ordinary distributions per Alternative Unit payable after June 30, 2009 shall be increased to 110% of the ordinary distributions per OP Unit payable after June 30, 2009. In the event that the Parent Stockholder Approval has not been obtained prior to June 30, 2010, ordinary distributions per Alternative Unit payable after June 30, 2010 shall be increased to 115% of the ordinary distributions per OP Unit payable after June 30, 2010. If the Parent Stockholder Approval has been obtained, future ordinary distributions per Alternative Unit shall equal the ordinary distributions per OP Unit and each holder of Alternative Units will have the right at any time after the one-year anniversary of the closing of the Merger, at such holder’s option, to exercise redemption rights with regard to the Alternative Units substantially in accordance with those provided in Section 8.6 of the Partnership Agreement, subject to any lock-up agreement then in effect for such holder. If the Parent Stockholder Approval has been obtained, at the Operating Partnership’s option, the Operating Partnership may exchange an OP Unit for each Alternative Unit outstanding.

     4.  Representations, Warranties and Covenants of the Contributor . The Contributor hereby acknowledges, represents and warrants to, and covenants and agrees with Parent and the Operating Partnership as follows:

          4.1 Authorization . Such Contributor has full power and authority to enter into the Subscription Documents and to consummate the transactions contemplated by the Subscription Documents. The execution and delivery of the Subscription Documents by such Contributor and the consummation by such Contributor of the transactions contemplated by the Subscription Documents have been duly authorized by all necessary action on the part of such Contributor and will not constitute or result in a breach or default under, or conflict with or violate, any agreement or other undertaking, to which such Contributor is a party or by which such Contributor is bound or with any judgment, decree, statute, order, rule or regulation applicable to such Contributor or such Contributor’s assets, and, if the Contributor is not an individual, will not violate any provisions of the organizational or other formation or

governing documents of such Contributor. The Subscription Documents have been duly executed and delivered by such Contributor and constitute valid and legally binding obligations of such Contributor enforceable against such Contributor in accordance with and subject to their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity. The signatures on the Subscription Documents are genuine, and the signatory, if such Contributor is an individual, has legal competence and capacity to execute the same, or, if such Contributor is not an individual, the signatory has been duly authorized to execute the same on behalf of such Contributor.

          4.2 Purchase for Investment . Such Contributor is acquiring Offered Units and any shares of common stock in Parent that may be issued upon the redemption of such Offered Units (such shares together with the Offered Units being herein referred to as the “Offered Securities”) for such Contributor’s own account (or if such Contributor is a trustee, for a trust account) for investment only, and not with a view to or for sale in connection with any distribution of such Offered Securities. Such Contributor hereby agrees that such Contributor shall not, directly or indirectly, transfer all or any part of such Offered Securities (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Offered Securities), except in accordance with the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the regulations thereunder or an exemption from such registration provisions, with any applicable state or non-U.S. securities laws, and with the terms of this Agreement. Such Contributor understands that such Contributor must bear the economic risk of an investment in the Offered Securities for an indefinite period of time because, among other reasons, the offering and sale of such Offered Securities have not been registered under the Securities Act and, therefore, such Offered Securities cannot be resold unless such resale is subsequently registered under the Securities Act or an exemption from such registration is available. Such Contributor also understands that sales or transfers of such Offered Securities are further restricted by the provisions of the Parent’s charter or the organizational agreements of the Operating Partnership, and may be restricted by other applicable securities laws. If at any time the Offered Securities are evidenced by certificates or other documents, each such certificate or other document shall contain a legend stating that (i) such Offered Securities (1) have not been registered under the Securities Act or the securities laws of any state; (2) have been issued pursuant to a claim of exemption from the registration provisions of the Securities Act and any state securities law which may be applicable; and (3) may not be sold, transferred or assigned without compliance with the registration provisions of the Securities Act and the regulations thereunder and any other applicable U.S. federal, state or non-U.S. securities laws or compliance with applicable exemptions therefrom; (ii) sale, transfer or assignment of such Offered Securities is further subject to restrictions contained in the organizational documents of the issuer of such securities and such Offered Securities may not be sold, transferred or assigned unless and to the extent permitted by, and in accordance with, the provisions of the organizational documents of such issuer; and (iii) sale, transfer or assignment of such Offered Securities is subject to restrictions contained in the Lock-Up Agreement being executed by such Contributor on the date of this Agreement.

          4.3 Information . Such Contributor has carefully reviewed the Confidential Offering Memorandum that has been provided to Contributor and the Subscription Documents. Such Contributor has been provided an opportunity to ask questions of, and such Contributor has received answers thereto satisfactory to such Contributor from, Parent or its representatives regarding the terms and conditions of the offering of the Offered Securities, and such Contributor has obtained all additional information requested by such Contributor of the Operating Partnership or Parent and their representatives to verify the accuracy of all information furnished to such Contributor regarding the offering of such Offered Securities. Such Contributor represents and warrants that such Contributor is not relying on the Operating Partnership or Parent or any of their subsidiaries, affiliates or any of their respective representatives or agents with respect to any tax or other economic considerations involved in connection with the subscription for the Offered Securities. Such Contributor represents and warrants that such

Contributor has been advised to consult with his, her or its tax, legal and other advisors regarding the subscription and its effects, the tax consequences of making and not making a subscription hereunder, and has obtained, in such Contributor’s judgment, sufficient information to evaluate the merits and risks of a subscription and investment hereunder.

          4.4 Economic and Liquidity Risk . Such Contributor has such knowledge and experience in financial and business matters such that such Contributor is capable of evaluating the merits and risks in making a subscription for the Offered Securities, and that such Contributor has evaluated the risks of investing