PROLOGIS EXECUTIVE DEFERRED COMPENSATION PLAN

Exhibit 10.17

PROLOGIS
EXECUTIVE DEFERRED COMPENSATION PLAN

SECTION 1

General

     1.1. History, Purpose and Effective Date . ProLogis has previously permitted its executives to defer payment and/or settlement of certain awards made pursuant to the ProLogis 1997 Long-Term Incentive Plan, the ProLogis 2000 Long-Term Incentive Plan and predecessor plans thereto (such plans and any successor plans being referred to herein collectively as the “LTIP”), which deferrals have been documented through deferral forms and other documentation (which documents are collectively referred to herein as the “Plan”). The following provisions constitute an amendment, restatement and continuation of the Plan effective as of December 31, 2008 (the “Effective Date”) in the form of the “ProLogis Executive Deferred Compensation Plan”. The Plan is not intended to qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), or to be subject to Part 2, 3 or 4 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). It is intended that the provisions of the Plan conform to the requirements of section 409A of the Code and the Plan will be interpreted in all respects in accordance with such requirements. Any references in the Plan to section 409A of the Code include references to applicable guidance issued thereunder. To the extent that any settlements or payments hereunder are to be made in the form of common shares of beneficial interest of ProLogis (“Common Shares”), the Plan shall form a part of the applicable LTIP under which the deferred award was granted and any Common Shares issued hereunder shall be issued under the applicable LTIP.

     1.2. Related Companies . The term “Related Company” means any corporation or trade or business during any period which it is, along with ProLogis, a member of a controlled group of trades or businesses, as described in section 414(b) and 414(c), respectively, of the Code; provided, however that whether a corporation, trade or business is a Related Company shall be determined by substituting “more than 50 percent” for “at least 80 percent” where applicable with respect to sections 414(b) and 414(c).

     1.3. Plan Administration . The authority to control and manage the operation and administration of the Plan shall be vested in the Management Development and Compensation Committee of the Board of Trustees of ProLogis (the “Board”) or such other person or committee that has the authority to administer awards made under the LTIP (the “Administrative Committee”). Any interpretation of the Plan by the Administrative Committee or its delegate and any decision made by the Administrative Committee or its delegate on any other matter within its discretion is final and binding on all persons. Notwithstanding any other provision of the Plan to the contrary, benefits under the Plan will be paid only if the Administrative Committee determines that the applicant is entitled to them pursuant to the terms of the Plan.

     1.4. Non-Alienation . No right to receive payments hereunder shall be transferable or assignable by a Participant or a beneficiary, except by will or by the laws of descent and distribution.

     1.5. Source of Benefits . The amount of any benefit payable under the Plan in cash will be paid from the general assets of ProLogis. ProLogis’s obligation under the Plan shall be reduced to the extent that any amounts due under the Plan are paid from one or more trusts, the assets of which are subject to the claims of the general creditors of ProLogis; provided, however, that nothing in this Plan shall require ProLogis to establish any trust to provide benefits under the Plan. No Participant or other individual entitled to benefits under the Plan shall have any right, title or interest whatsoever in any assets of ProLogis or any Related Company or to any investment reserves, accounts or funds that ProLogis may purchase, establish or accumulate to aid in providing the benefits under the Plan. Nothing contained in the Plan and no action taken pursuant to its provisions shall create a trust or fiduciary relationship of any kind between ProLogis and an employee, trustee or any other person. Neither a Participant nor a beneficiary of a Participant shall acquire any interest greater than that of an unsecured creditor.

     1.6. Notices . Any notice or document required to be given to or filed with ProLogis or the Administrative Committee shall be considered to be given or filed if mailed by registered or certified mail, postage prepaid, to the Secretary of ProLogis, at ProLogis’s principal executive offices.

     1.7. Applicable Law . The Plan shall be construed and administered in accordance with the internal laws of the State of Maryland.

     1.8. Gender and Number . Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular.

     1.9. Plan Year . The Plan Year shall be the calendar year.

     1.10. Action by ProLogis and Related Companies . Any action required or permitted to be taken under the Plan by ProLogis or any Related Company that is a corporation or real estate investment trust, shall be by resolution of its board of directors or board of trustees, as applicable, or by a person or persons authorized by its board of directors or board of trustees, as applicable. Any action required or permitted to be taken by a Related Company which is a partnership shall be by a general partner of such partnership or by a duly authorized officer thereof.

     1.11. Supplements . The provisions of the Plan as applied to any Related Company or to any group of employees or trustees may, with the consent of ProLogis, be modified or supplemented from time to time by the adoption of one or more Supplements. Each Supplement shall form a part of the Plan as of the Supplement’s effective date. In the event of any inconsistency between a Supplement and the Plan document, the terms of the Supplement shall govern.

SECTION 2

Participation

     2.1. Participation . The Administrative Committee shall establish from time to time the class of management or highly compensated employees who have received an award under the LTIP and who shall be eligible to participate in the Plan; provided, however, that the class of eligible employees shall be limited to employees who are members of a select group of management or highly compensated employees within the meaning of section 401(a)(1) of ERISA. Each person who is a member of the Board, who is not an employee of ProLogis or any Related Company and who has received an award under the LTIP that is eligible for deferral under the Plan is also eligible to participate in the Plan. An eligible employee or trustee shall become a “Participant” in the Plan on January 1, 2009 if he has a Deferral Election (as defined in subsection 3.1) in effect as of December 31, 2008 or the first day thereafter on which his Deferral Election first becomes irrevocable in accordance with the provisions of the Plan.

     2.2. Plan Not Contract of Employment or Continued Service . The Plan does not constitute a contract of employment or continued service, and nothing in the Plan will give any Participant either the right to be retained in the employ or continued service of ProLogis or any Related Company, or any right or claim to any benefit under the Plan, except to the extent specifically provided under the terms of the Plan.

SECTION 3

Deferrals

     3.1. Deferral Elections . Subject to such additional terms, conditions and limitations as the Administrative Committee may from time to time impose and the terms and conditions of the Plan (including the Administrative Committee’s determination as to whether an LTIP award may be deferred under the Plan), an eligible employee or trustee may, by filing a “Deferral Election” in accordance with the terms of the Plan, make an irrevocable election to defer settlement of any award made under the LTIP (each an “LTIP Award”); provided, however, that in no event will any Deferral Election be given effect with respect to a stock option or stock appreciation right. An individual’s Deferral Election applicable to one LTIP Award shall not apply to any other LTIP Award; provided, however, that, subject to the Participant’s right under the Plan to modify his Deferral Election, the Payment Form and Payment Date (each as defined in subsection 5.1) elected by the individual in his first Deferral Election under the Plan (or, if applicable, the Deferral Election that was on file as of December 31, 2008) shall apply to the Participant’s entire Account balance. Deferral Elections shall be in writing, shall be filed with the Administrative Committee at such time and in such manner as the Administrative Committee shall provide and, to the extent permitted by the Administrative Committee, may apply to all or any portion of the LTIP Award; provided, however, that the following shall apply with respect to all Deferral Elections under the Plan: