Distribution Agreement

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This Distribution Agreement involves

Wachovia Capital Markets LLC | Banc One Capital Markets, Inc. | America Securities LLC | ABN AMRO Incorporated | Lehman Brothers Inc. | J.P. Morgan Securities Inc.

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Title: Distribution Agreement
Date: 7/14/2004
Industry: Real Estate Operations Sector: Services

Distribution Agreement, Parties: wachovia capital markets llc , banc one capital markets inc. , america securities llc , abn amro incorporated , lehman brothers inc. , j.p. morgan securities inc.

EXHIBIT 10.2

July 7, 2004

J.P. Morgan Securities Inc.

270 Park Avenue

9th Floor

New York, New York 10017

Re:

CenterPoint Properties Trust Medium-Term Notes, Series A 2004-1, Fixed Rate (the “Notes” )

Ladies/Gentlemen:

Reference is made to the Distribution Agreement dated as of July 7, 2004 by and among CenterPoint Properties Trust, a Maryland real estate investment trust, Wachovia Capital Markets LLC, Banc One Capital Markets, Inc., Banc of America Securities LLC, ABN AMRO Incorporated and Lehman Brothers Inc. (the “Agreement” ). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement. Pursuant to Section 2(a) of the Agreement, the Company hereby appoints J.P. Morgan Securities Inc. ( “J.P. Morgan” ) as an additional Agent for purposes of the issuan

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