SEPARATION AND RELEASE AGREEMENT

Exhibit 10.1

STATE OF NORTH CAROLINA			)			SEPARATION AGREEMENT
			)			AND RELEASE
COUNTY OF MECKLENBURG			)

     THIS AGREEMENT is made this 8 day of July, 2008, by and between Cogdell Spencer Inc. and Cogdell Spencer LP (collectively the “Company”), with their principal office in Charlotte, North Carolina, on the one hand, and Heidi Wilson (formerly Heidi Barringer), a resident of Charlotte, North Carolina (the “Executive”) on the other.

     WHEREAS, Executive has been employed by Company as its Executive Vice President and has agreed to the separation of her employment with Company effective May 28, 2008; and

     WHEREAS, Company and Executive agree that in exchange for the Release and other consideration provided by Executive, as documented herein, Company will provide Executive with certain additional consideration which it was not otherwise obligated to provide; and

     WHEREAS, Executive and Company desire to terminate their employment relationship in an amicable and definitive manner, and to settle, compromise and resolve any and all claims they may have against each other; and

     WHEREAS, Executive has been allowed at least 21 days within which to consider this Agreement.

     NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Executive and Company hereby agree as follows:

     1.  Separation from Employment and Payment of Compensation . Executive’s employment with Company is terminated effective as of May 28, 2008 (the “Separation Date”). Executive acknowledges that Company has paid to Executive all salary and other compensation due and payable during the term of employment through and including the Separation Date.

     2.  Special Separation Benefits . In consideration of the promises of Executive contained in this Agreement and the performance thereof, Company agrees to provide Executive with the following special separation benefits, each of which constitutes separate and sufficient independent consideration for Executive’s promises in this Agreement.

     (a)  Additional Salary Payment . Within its next payroll cycle after the Effective Date, Company will pay to Executive her prorated salary for the final pay period in May 2008 through the Separation Date less deductions and withholdings. Executive understands and agrees that this salary payment includes payment by the Company of Executive’s car allowance for May 2008 pro-rated through May 28, 2008.

     (b)  Special Severance Payment . Company shall provide Executive with a special severance payment in the amount of $400,000 less standard deductions and withholdings. This

special severance payment will be paid in a lump sum within thirty (30) days after the Effective Date.

     (c)  Job Reference . The Company agrees to provide Executive with the job reference in the form attached hereto as Exhibit A, to be used by Executive in seeking employment outside of the Company. The job reference will be signed by Frank Spencer. The Company will provide prospective employers of Executive only with confirmation of Executive’s dates of employment, job title and responsibilities, and also provide a copy of the job reference which is Exhibit A provided that prospective employers direct their requests to Julia Houck, Vice President Human Resources, Marshall Erdman & Associates, One Erdman Place, Madison, Wisconsin 53717, (608) 410-8024. or, if applicable, her successor as Vice President of Human Resources.

     (d)  Media Contact . The Company and Executive agree that neither shall issue a press release specifying the reason for Executive’s separation from the Company. The Company will issue an internal memorandum informing employees that if they receive any media inquiry about Executive’s separation from employment with the Company, that such media are to be directed to the Company’s Marketing Director, currently Dana Crothers. The Marketing Director will respond to such inquiries, if any, with “no comment.” Correspondingly, if Executive receives any news media inquiries about her separation from the Company, about the Company, or about any of the Company’s affiliates or subsidiaries, Executive will respond with “no comment.”

     (e)  Assistance with Transfer of Real Estate License . The Company agrees to send a letter to the North Carolina Real Estate Commission notifying it that Executive is no longer affiliated with the Company.

     (f)  Personal Calls to Executive . The Company agrees that, through July 31, 2008, its receptionist or operator will provide Executive’s home telephone number [Number] to any person calling the Company’s main number and clearly identifying himself or herself as placing a telephone call to Executive of a personal, nonbusiness, nature.

     (g)  Forfeiture of Severance Benefits in the Event of Violation of Restrictive Covenants . Notwithstanding the foregoing, if Executive breaches the provisions of Section 8 of this Agreement, she shall forfeit and not be entitled to the severance benefits set forth in subparagraphs 2(a) and 2(b) of this Agreement. This subsection 2(g) is in addition to any other rights or remedies that the Company may have as a result of such breach and does not limit the rights and remedies of the Company in connection with any other breach of this Agreement by Executive.

     3.  Employee Benefits . The Company will direct the trustee or administrator to distribute the Employee’s vested accrued benefits, if any, in the Company’s 401k plan in accordance with the provisions of said plan. The Company will provide Employee the right to elect whatever group health plan continuation coverage to which the Employee and her dependents are entitled pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, 26 U.S.C. § 4980B et seq ., (“COBRA”), and to provide assistance with respect to exercising any conversion rights provided under the Company’s group health plan(s). Executive

recognizes and agrees that Executive only participated in the dental portion of said group health plan. Executive’s “qualifying event” for COBRA purposes shall be the Separation Date. The Company and Executive recognize that Executive is vested in 1,881 LTIP units of Cogdell Spencer LP. Executive understands and agrees that as of the Separation Date, she has forfeited and has no rights to any other LTIP units.

     4.  Return of Property . Executive represents and covenants that she has returned, or will return no later than the Effective Date, to the Company all property of Cogdell Spencer Inc. and all property of any affiliate or direct or indirect subsidiary of the Cogdell Spencer Inc. (including but not limited Cogdell Spencer LP), (such property including but not limited to, all keys to offices, all equipment, documents, tenant or customer lists, written information, forms, formulae, plans, prospect information, vendor lists and information, documents or other written or computer material or data, software or firmware, records, or copies of the same, belonging to Cogdell Spencer Inc. and all property of any affiliate or direct or indirect subsidiary of Cogdell Spencer Inc. (including but not limited Cogdell Spencer LP) which are in Executive’s possession or control, including but not limited to all originals, copies and summaries of any of confidential or proprietary information. Executive further agrees to delete all such property and information contained on any personal electronic device.

     5.  Releases .

     (a)  Release by Executive . In consideration for the release by Company set forth in Section 5.b. of this Agreement and for the special separation benefits described above in Subsections 2.a, 2.b, 2.c, 2.d, 2.e and 2.f of this Agreement, any of which provides separate and independent sufficient consideration for this Release, Executive, for herself, her heirs, executors, administrators, and assigns, hereby releases, waives, and forever discharges Cogdell Spencer Inc., Cogdell Spencer LP, their direct and indirect subsidiaries and affiliates, and their owners, health and welfare benefits plans, predecessors, successors, and assigns, and their respective officers, directors, trustees, employees, representatives and agents, from any and all contractual obligations, claims, or liabilities of whatever kind or nature which she has ever had or which she now has, at the time of or prior to her execution of this Agreement, known or unknown, including, but not limited to, any and all claims or counterclaims for breach of contract, breach of fiduciary duty, unfair competition, defamation, wrongful or unlawful discharge, constructive discharge, other torts, for past or future wages, salary, bonuses, earnings, restricted stock, deferred compensation or other forms of compensation, punitive damages, attorneys fees, claims or counterclaims for violations of Title VII of the Civil Rights Act of 1964 as amended, 42 U.S.C. § 2000(e) et seq ., the Americans with Disabilities Act, the Age Discrimination in Employment Act (ADEA), 29 U.S.C. § 621 et seq ., or the Employee Retirement Income Security Act of 1974, and all amendments thereto, violations of any state and/or municipality whistle-blowing statutes or laws or fair employment statutes or laws, or violations of any other law, rule, regulation, or ordinance pertaining to employment, wages, hours, ownership, or any other terms and conditions of employment and termination of employment, and any other claims, counterclaims and/or third-party claims, which have been, or could have been, asserted by Executive in any court, arbitration, or other forum arising out of or in any way related to Executive’s employment with Cogdell Spencer Inc., Cogdell Spencer LP, or their predecessors or affiliated companies, the relationship between Executive and Cogdell Spencer Inc., Cogdell

Spencer LP, or their predecessors or affiliated companies, or the termination thereof, to the fullest extent permitted by law. (This release and waiver does not apply to claims that may arise after the date this Agreement is e