PRENTISS PROPERTIES TRUST/MD, S-8, 1999-05-28

PRENTISS PROPERTIES TRUST/MD
S-8, 1999-05-28
REAL ESTATE INVESTMENT TRUSTS

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<PAGE>

As filed with the Securities and Exchange Commission on May 28, 1999
Registration No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________

Prentiss Properties Trust
(Exact name of Registrant as specified in its charter)

Maryland 75-2661588
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

3890 West Northwest Highway, Suite 400
Dallas, Texas 75220
(Address of Principal
Executive Offices, including zip code)

Prentiss Properties Trust
1996 Share Incentive Plan
Trustees' Share Incentive Plan
(Full titles of the plans)

J. Kevan Dilbeck
Prentiss Properties Trust
3890 W. Northwest Highway, Suite 400
Dallas, Texas 75220
(214) 654-0886
(Name and address and telephone number of agent for service)
______________________

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered (1) Per Share (2) Price (2) Fee (3)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of Beneficial 4,700,000 $23.53125 $110,595,700 $30,745
Interest, $0.01 par value (3)

=========================================================================================================
</TABLE>

(1) Of the amount to be registered, 4,500,000 shares are issuable upon exercise
of options available for grant under the 1996 Share Incentive Plan and
200,000 shares are issuable under the Trustees' Share Incentive Plan.
Pursuant to Rule 416, this registration statement also includes an
indeterminable number of additional shares that may become issuable pursuant
to the antidilution adjustment provisions of the Plans.

(2) Pursuant to Rule 457(c) and (h), and solely for the purpose of calculating
the applicable registration fee, the proposed maximum offering price per
share for the Common Shares to be registered hereunder has been calculated
as the average of the high and low sales prices of the Common Shares of
Prentiss Properties Trust on May 21, 1999, as reported by the New York Stock
Exchange.

(3) One Preferred Share Purchase Right will be issued with each Common Share.
As no additional consideration will be received for the Preferred Share
Purchase Rights, no registration fee is required with respect to them under
Rule 457(i).
================================================================================
<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents constituting Part I of this Registration Statement will
be sent or given to directors, officers, consultants, advisors and employees of
Prentiss Properties Trust, a Maryland real estate investment trust (the
"Company") as specified by Rule 428(b)(1) promulgated under the Securities Act
of 1933, as amended (the "Securities Act").

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

1. The Company's Annual Report on Form 10-K, File No. 001-14516, for
the year ended December 31, 1998, filed on March 29, 1999, as
amended by Amendment No. 1 filed on April 23, 1999;

2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, filed on May 13, 1999; and

3. The Company's Current Reports filed since January 1, 1999 as
follows:

. Form 8-K, File No. 001-14516, filed on February 16, 1999, as
amended by Amendment No. 1 filed on April 1, 1999.

. Form 8-K, File No. 001-14516, filed on October 9, 1998, as
amended by Amendment No. 1, filed on December 24, 1998,
Amendment No. 2, filed on January 25, 1999, and Amendment No. 3,
filed on April 1, 1999.

4. The description of the Common Shares contained in the Company's
Registration Statement on Form 8-A, filed on October 17, 1996,
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any reports filed under the
Exchange Act for the purpose of updating such description.

5. The description of the Series B Junior Preferred Shares contained
in the Company's Registration Statement on Form 8-A, filed on
February 17, 1998, as amended by the Company's Registration
Statement on Form 8-A, filed on March 10, 1998, including any
reports filed under the Exchange Act for the purpose of updating
such description.

In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

2
<PAGE>

Item 5. Interests of Named Experts and Counsel.

The validity of the issuance of the Common Shares offered by this
Registration Statement will be passed upon by Akin, Gump, Strauss, Hauer & Feld,
L.L.P.

Item 6. Indemnification of Directors and Officers.

The Maryland REIT Law permits a Maryland real estate investment trust
to include in its Declaration of Trust a provision limiting the liability of its
trustees and officers to the trust and its shareholders for money damages except
for liability resulting from (a) actual receipt of an improper benefit or profit
in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
Declaration of Trust of the Company contains such a provision which eliminates
such liability to the maximum extent permitted by the Maryland REIT Law.

The Declaration of Trust of the Company authorizes it, to the maximum
extent permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former Trustee or officer or (b) any individual who, while a
Trustee of the Company and at the request of the Company, serves or has served
another real estate investment trust, corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a trustee, director,
officer or partner of such real estate investment trust, corporation,
partnership, joint venture, trust, employee benefit plan or any other enterprise
as a trustee, director, officer or partner of such real estate investment trust,
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise from and against any claim or liability to which such person may
become subject or which such person may incur by reason of his status as present
or former shareholder. The Bylaws of the Company obligate it, to the maximum
extent permitted by Maryland law, to indemnify and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to (a) any
present or former Trustee or officer who is made a party to the proceeding by
reason of his service in that capacity or (b) any individual who, while a
Trustee of the Company and at the request of the Company, serves or has served
another real estate investment trust, corporation partnership, joint venture,
trust, employee benefit plan or any other enterprise as a trustee, director,
officer or partner of such real estate investment trust, corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise and
who is made a party to the proceeding by reason of his service in that capacity.
The Declaration of Trust and Bylaws also permit the Company to indemnify and
advance expenses to any person who served a predecessor of the Company in any of
the capacities described above and to any employee or agent of the Company or a
predecessor of the Company. The Bylaws require the Company to indemnify a
Trustee or officer who has been successful, on the merits or otherwise, in the
defense of any proceeding to which he is made a party by reason of his service
in that capacity.

The Maryland REIT Law permits a Maryland real estate investment trust to
indemnify and advance expenses to its trustees, officers, employees and agents
to the same extent as is permitted by the MGCL for directors and officers of
Maryland corporations. The MGCL permits a corporation to indemnify its present
and former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation or for a judgment of liability on the basis that a
personal benefit was improperly received unless a court orders indemnification
and then only for expenses. In accordance with the MGCL, the Bylaws of the
Company require it, as a condition to advancing expenses, to obtain (a) a
written affirmation by the Trustee or officer of his good faith belief that he
has met the standard of conduct necessary for indemnification by the Company as
authorized by the Bylaws and (b) a written undertaking

3
<PAGE>

by or on his behalf to repay the amount paid or reimbursed by the Company if it
shall ultimately be determined that the standard of conduct was not met.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit
Number Exhibits
- ------ --------

3.1 -- Form of Amended and Restated Declaration of Trust of the
Company (filed as Exhibit 3.1 to the Company's Registration
Statement on Amendment No. 1 of Form S-11, File No. 333-09863,
and incorporated by reference herein).

3.2 -- Articles Supplementary to the Amended and Restated Declaration
of Trust Classifying and Designating the Series A Preferred
Shares (filed as Exhibit 3.1 to the Company's Current Report on
Form 8-K filed January 15, 1998 and incorporated by reference
herein).

3.3 -- Articles Supplementary, dated February 17, 1998, Classifying
and Designating a Series of Preferred Shares of Beneficial
Interest as Junior Participating Cumulative Convertible
Redeemable Preferred Shares of Beneficial Interest, Series B,
and Fixing Distribution and Other Preferences and Rights of
Such Shares (filed as Exhibit 3 to the Company's Registration
Statement on Form 8-A filed on February 17, 1998, File No. 000-
23813).

3.4 -- Articles Supplementary, dated June 25, 1998, Classifying and
Designating a Series of Preferred Shares of Beneficial Interest
as Series B Cumulative Redeemable Perpetual Preferred Shares of
Beneficial Interest and Fixing Distribution and Other
Preferences and Rights of Such Shares (filed as Exhibit 3.5 to
the Company's Form 10-Q filed August 12, 1998 and incorporated
by reference herein).

3.5 -- Bylaws of the Company (filed as Exhibit 3.2 to the Company's
Registration Statement on Amendment No. 1 of Form S-11, File
No. 333-09863, and incorporated by reference herein).

4.1 -- Form of Common Share Certificate (filed as Exhibit 4.1 to the
Company's Registration Statement on Amendment No. 1 of Form S-
11, File No. 333-09863, and incorporated by reference herein).

4.2 -- Form of Series A Preferred Share Certificate (filed as Exhibit
4.2 to the Company's Registration Statement on Form S-3, File
No. 333-65793, and incorporated by reference herein).

4.3 -- Rights Agreement, dated February 6, 1998, between the Company
and First Chicago Trust Company of New York, as Rights Agent
(filed as Exhibit 4.1 to the Company's Registration Statement
on Form 8-A filed on February 17, 1998 and incorporated by
reference herein).

4.4 -- Form of Rights Certificate (included as Exhibit A to the Rights
Agreement).

*4.5 -- 1996 Share Incentive Plan.

*4.6 -- First Amendment to the 1996 Share Incentive Plan, effective as
of May 6, 1997.

*4.7 -- Second Amendment to the 1996 Share Incentive Plan, effective as
of May 5, 1998.

*4.8 -- Trustees' Share Incentive Plan.

*4.9 -- First Amendment to the Trustees' Share Incentive Plan,
effective as of May 5, 1998.

*4.10 -- Second Amendment to the Trustees' Share Incentive Plan,
effective as of March 1, 1999.

*5 -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

*23.1 -- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
in Exhibits 5).

*23.2 -- Consent of PricewaterhouseCoopers LLP.

4
<PAGE>

*24 -- Power of Attorney (included on the signature page of this
Registration Statement).

_______________
* Filed herewith.

Item 9. Undertakings.
------------

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Dallas, State of Texas on May 28, 1999.

PRENTISS PROPERTIES TRUST

By: /s/ THOMAS F. AUGUST
_____________________________________
Thomas F. August
President and Chief Operating Officer

The undersigned directors and officers of Prentiss Properties Trust hereby
constitute and appoint Thomas F. August and Gregory S. Imhoff, and each of them,
with full power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities indicated below any and all amendments
(including post-effective amendments and amendments thereto) to this
Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
and hereby ratify and confirm all that such attorneys-in-fact, or either of
them, or their substitutes shall lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on May 28, 1999.

<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
/s/ MICHAEL V. PRENTISS
__________________________________________ Chairman of the Board and Chief Executive Officer
Michael V. Prentiss (Principal Executive Officer)

/s/ THOMAS F. AUGUST
__________________________________________ President, Chief Operating Officer and Trustee
Thomas F. August

__________________________________________ Trustee
Thomas J. Hynes, Jr.

/s/ BARRY J.C. PARKER
__________________________________________ Trustee
Barry J.C. Parker

/s/ LEONARD M. RIGGS, JR.
__________________________________________ Trustee
Leonard M. Riggs, Jr.

/s/ RONALD G. STEINHART
__________________________________________ Trustee
Ronald G. Steinhart
</TABLE>

6
<PAGE>

<TABLE>
<S> <C>
/s/ LAWRENCE A. WILSON
__________________________________________ Trustee
Lawrence A. Wilson

/s/ MICHAEL A. ERNST
__________________________________________ Senior Vice President, Chief Financial Officer
Michael A. Ernst and Treasurer (Principal Financial Officer)

/s/ RICHARD J. BARTEL
__________________________________________ Executive Vice President and Chief Administrative
Richard J. Bartel Officer; President, Prentiss Property Services

/s/ THOMAS P. SIMON
__________________________________________ Senior Vice President
Thomas P. Simon (Principal Accounting Officer)
</TABLE>

7
<PAGE>

INDEX TO EXHIBITS
-----------------

Exhibit
Number Exhibits
- ------ --------

3.2 -- Articles Supplementary to the Amended and Restated
Declaration of Trust Classifying and Designating the Series
A Preferred Shares (filed as Exhibit 3.1 to the Company's
Current Report on Form 8-K filed January 15, 1998 and
incorporated by reference herein).

3.3 -- Articles Supplementary, dated February 17, 1998, Classifying
and Designating a Series of Preferred Shares of Beneficial
Interest as Junior Participating Cumulative Convertible
Redeemable Preferred Shares of Beneficial Interest, Series
B, and Fixing Distribution and Other Preferences and Rights
of Such Shares (filed as Exhibit 3 to the Company's
Registration Statement on Form 8-A filed on February 17,
1998, File No. 000-23813).

3.4 -- Articles Supplementary, dated June 25, 1998, Classifying and
Designating a Series of Preferred Shares of Beneficial
Interest as Series B Cumulative Redeemable Perpetual
Preferred Shares of Beneficial Interest and Fixing
Distribution and Other Preferences and Rights of Such Shares
(filed as Exhibit 3.5 to the Company's Form 10-Q filed
August 12, 1998 and incorporated by reference herein).

3.5 -- Bylaws of the Company (filed as Exhibit 3.2 to the Company's
Registration Statement on Amendment No. 1 of Form S-11, File
No. 333-09863, and incorporated by reference herein).

4.1 -- Form of Common Share Certificate (filed as Exhibit 4.1 to
the Company's Registration Statement on Amendment No. 1 of
Form S-11, File No. 333-09863, and incorporated by reference
herein).

4.2 -- Form of Series A Preferred Share Certificate (filed as
Exhibit 4.2 to the Company's Registration Statement on Form
S-3, File No. 333-65793, and incorporated by reference
herein).

4.3 -- Rights Agreement, dated February 6, 1998, between the
Company and First Chicago Trust Company of New York, as
Rights Agent (filed as Exhibit 4.1 to the Company's
Registration Statement on Form 8-A filed on February 17,
1998 and incorporated by reference herein).

4.4 -- Form of Rights Certificate (included as Exhibit A to the
Rights Agreement).

*4.5 -- 1996 Share Incentive Plan.

*4.6 -- First Amendment to the 1996 Share Incentive Plan, effective
as of May 6, 1997.

*4.7 -- Second Amendment to the 1996 Share Incentive Plan, effective
as of May 5, 1998.

*4.8 -- Trustees' Share Incentive Plan.

*4.9 -- First Amendment to the Trustees' Share Incentive Plan,
effective as of May 5, 1998.

*4.10 -- Second Amendment to the Trustees' Share Incentive Plan,
effective as of March 1, 1999.

*5 -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

*23.1 -- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in Exhibits 5).

*23.2 -- Consent of PricewaterhouseCoopers LLP.

*24 -- Power of Attorney (included on the signature page of this
Registration Statement).

___________________________
* Filed herewith.

<PAGE>

Exhibit 4.5

PRENTISS PROPERTIES TRUST

1996 SHARE INCENTIVE PLAN
<PAGE>

PRENTISS PROPERTIES TRUST
1996 SHARE INCENTIVE PLAN

ARTICLE I

DEFINITIONS

1.01. Administrator means, while the Company is a Non-Public Company, the
Board. While the Company is a Public Company, the term "Administrator" means the
Committee and any delegate of the Committee that is appointed in accordance with
Article III.

1.02. Affiliate means any entity under common control with the Company, within
the meaning of Code section 414(b) or (c) and any "subsidiary" or "parent"
corporation (within the meaning of Section 424 of the Code) of the Company,
including an entity that becomes an Affiliate after the adoption of this Plan.

1.03. Agreement means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the terms
and conditions of an award of Performance Shares or Restricted Shares or of an
Option, SAR or Incentive Award granted to such Participant.

1.04. Board means the Board of Trustees of the Company.

1.05. Code means the Internal Revenue Code of 1986, as amended and as in effect
from time to time.

1.06. Committee means the Compensation Committee of the Board which shall be
comprised solely of two or more Non-Employee Trustees. The Committee shall be
appointed by the Board.

1.07. Company means Prentiss Properties Trust.
<PAGE>

1.08. Corresponding SAR means an SAR that is granted in relation to a
particular Option and that can be exercised only upon the surrender to the
Company, unexercised, of that portion of the Option to which the SAR relates.

1.09. Exchange Act means the Securities Exchange Act of 1934, as amended and
as in effect from time to time.

1.10. Fair Market Value means, on any given date, the current fair market value
of a Share as determined pursuant to subsection (a) or (b) below.

(a) While the Company is a Non-Public Company, Fair Market Value shall
be determined by the Board using any reasonable method in good faith.

(b) While the Company is a Public Company, Fair Market Value shall be
determined as follows: if the Shares are not listed on an established stock
exchange, the Fair Market Value shall be the reported "closing" price of a Share
in the New York over-the-counter market as reported by the National Association
of Securities Dealers, Inc. If the Shares are listed on an established stock
exchange or exchanges, Fair Market Value shall be deemed to be the highest
closing price of a Share reported on that stock exchange or exchanges or, if no
sale of Shares shall be made on any stock exchange on that day, then the next
preceding day on which there was a sale.

1.11. Incentive Award means an award which, subject to such terms and
conditions as may be prescribed by the Administrator, entitles the Participant
to receive a cash payment from the Company or an Affiliate.

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<PAGE>

1.12. Initial Value means, with respect to a Corresponding SAR, the option
price per share of the related Option and, with respect to an SAR granted
independently of an Option, the Fair Market Value of one Share on the date of
grant.

1.13. Non-Employee Trustee means a Trustee who satisfies the requirements for a
"Non-Employee Director" within the meaning of Securities and Exchange Commission
Rule 16b-3(b)(3).

1.14. Non-Public Company means an entity that has never sold securities
pursuant to an effective registration statement on Form S-11 filed pursuant to
the Securities Act of 1933, as amended.

1.15. Option means a share option granted under the Plan that entitles the
holder to purchase from the Company a stated number of Shares at the price set
forth in an Agreement.

1.16. Participant means an employee of the Company or an Affiliate, including
an employee who is a Trustee, who satisfies the requirements of Article IV and
is selected by the Administrator to receive an award of Performance Shares or
Restricted Shares, an Option, an SAR, or a combination thereof.

1.17. Performance Shares means an award which, in accordance with, and subject
to, an Agreement, will entitle the Participant, or his estate or beneficiary in
the event of the Participant's death, to receive cash or a Share Award or a
combination thereof.

1.18. Plan means the Prentiss Properties Trust 1996 Share Incentive Plan.

-3-
<PAGE>

1.19. Public Company means an entity that has sold securities pursuant to an
effective registration statement on Form S-11 filed pursuant to the Securities
Act of 1933, as amended.

1.20. Restricted Shares means Shares awarded to a Participant under Article IX
that are nontransferable and subject to a substantial risk of forfeiture.
Shares shall cease to be Restricted Shares when, in accordance with the terms of
Article IX and the applicable Agreement, they become transferable and free of
substantial risks of forfeiture.

1.21. SAR means a share appreciation right that entitles the holder to
receive, with respect to each Share encompassed by the exercise of such SAR, the
amount determined by the Administrator and specified in an Agreement. In the
absence of such specification, the holder shall be entitled to receive, with
respect to each Share encompassed by the exercise over the Initial Value.
References to "SARs" include both Corresponding SARs and SARs granted
independently of Options, unless the context requires otherwise.

1.22. Shares means the common shares of the Company.

1.23. Share Award means Shares issued to a Participant under Article X.

1.24. Trustee means a member of the Board.

-4-
<PAGE>

ARTICLE II

PURPOSES

The Plan is intended to assist the Company and its Affiliates in
recruiting and retaining key employees by enabling such persons to participate
in the future success of the Company and its Affiliates and to associate their
interests with those of the Company and its shareholders. The Plan is intended
to permit the grant of Restricted Share Awards, Options not qualifying under
Section 422 of the Code, SARs, Incentive Award and the award of Performance
Shares. The proceeds received by the Company from the sale of Shares pursuant to
this Plan shall be used for general corporate purposes.

ARTICLE III

ADMINISTRATION

The Plan shall be administered by the Administrator. The Administrator
shall have authority to award Performance Shares and to grant Restricted Share
Awards, Incentive Awards, Options and SARs upon such terms (not inconsistent
with the provisions of this Plan), as the Administrator may consider
appropriate. Such terms may include conditions (in addition to those contained
in this Plan), on the exercisability of all or any part of an Option or SAR or
on the transferability or forfeitability of Restricted Shares, Performance
Shares or Incentive Awards. Notwithstanding any such conditions, the
Administrator may, in its discretion, accelerate the time at which any Option or
SAR may be exercised. In addition, the

-5-
<PAGE>

Administrator shall have complete authority to interpret all provisions of this
Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules
and regulations pertaining to the administration of the Plan; and to make all
other determinations necessary or advisable for the administration of this Plan.
The express grant in the Plan of any specific power to the Administrator shall
not be construed as limiting any power or authority of the Administrator. Any
decision made, or action taken, by the Administrator or in connection with the
administration of this Plan shall be final and conclusive. Neither the
Administrator nor any member of the Committee shall be liable for any act done
in good faith with respect to this Plan or any Agreement, Option, SAR, Incentive
Award, Restricted Share Award, or any award of Performance Shares. All expenses
of administering this Plan shall be borne by the Company.

The Committee, in its discretion, may delegate to one or more officers
of the Company all or part of the Committee's authority and duties with respect
to grants and awards to individuals who are not subject to the reporting and
other provisions of Section 16 of the Exchange Act. The Committee may revoke or
amend the terms of a delegation at any time but such action shall not invalidate
any prior actions of the Committee's delegate or delegates that were consistent
with the terms of the Plan.

-6-
<PAGE>

ARTICLE IV

ELIGIBILITY

4.01. General. Any employee of the Company or an Affiliate is eligible to
participate in this Plan if the Administrator, in its sole discretion,
determines that such person has contributed significantly or can be expected to
contribute significantly to the profits or growth of the Company or an
Affiliate. A Trustee of the Company who is an employee of the Company or an
Affiliate may be selected to participate in this Plan.

4.02. Grants. The Administrator will designate individuals to whom awards of
Restricted Shares and Performance Shares are to be made and to whom Incentive
Awards, Options and SARs are to be granted and will specify the number of Shares
subject to each award or grant. An Option may be granted with or without a
related SAR. An SAR may be granted with or without a related Option. All awards
of Restricted Shares and Performance Shares and all Options and SARs granted
under this Plan shall be evidenced by Agreements which shall be subject to the
applicable provisions of this Plan and to such other provisions as the
Administrator may adopt. No Participant may be granted, in any calendar year,
Options for more than 390,000 Shares or SARs for more than 390,000 Shares. For
purposes of the preceding sentence, an Option and Corresponding SAR shall be
treated as a single award. No Participant may be awarded, in any calendar year,
awards of Restricted Shares, for more than 50,000 Shares. The preceding sentence
shall not limit the issuance of Share Awards in settlement of awards of
Performance Shares. No

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<PAGE>

Participant may be awarded, in any calendar year, Performance Shares with
respect to more than 50,000 Shares.

ARTICLE V

SHARES SUBJECT TO PLAN

5.01. Maximum Number of Shares. Upon the award of Shares in accordance with an
award of Restricted Shares and the settlement of Performance Shares, the Company
may issue Shares from its authorized but unissued Shares. Upon the exercise of
any Option or SAR, the Company may deliver to the Participant (or the
Participant's broker if the Participant so directs), Shares from its authorized
but unissued Shares. The Company may issue shares from its authorized but
unissued shares in accordance with Section 5.02. The maximum aggregate number of
Shares that may be issued under this Plan is 2,030,000 Shares, subject to
increase and adjustment as provided in this Article V and Article XII. The
maximum aggregate number of Shares issued under this Plan pursuant to awards of
Restricted Shares, or in full or partial settlement of awards of Performance
Shares, shall not exceed ten percent of the maximum aggregate number of shares
that may be issued during the term of the Plan under this Article V. If an
Option is terminated, in whole or in part, for any reason other than its
exercise or the exercise of a Corresponding SAR, the number of Shares allocated
to the Option or portion thereof may be reallocated to other Options, SARs,
awards of Restricted Shares, and Performance Shares to be granted under this
Plan. If an SAR is terminated, in whole or in part, for any reason other than
its exercise or the exercise of a related Option, the number of

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<PAGE>

Shares allocated to the SAR or portion thereof may be reallocated to other
Options, SARs, awards of Restricted Shares or Performance Shares to be granted
under this Plan. To the extent that an award of Performance Shares is forfeited,
in whole or in part, without the issuance of a Share Award, or to the extent
that an award of Restricted Shares is forfeited, the number of Shares allocated
to the portion of the forfeited Performance Share award or forfeited Restricted
Share award may be reallocated to other Options, SARs and awards of Restricted
Shares, and Performance Shares to be granted under this Plan.

5.02. Employer Options. Shares may be issued to employees of Prentiss
Properties Limited, Inc., Prentiss Properties Limited II, Inc. and Prentiss
Properties Management, L.P. (each an "Employer") upon the exercise of an option
or a share appreciation right, or the vesting or settlement of a restricted
share award or performance share award granted by an Employer and upon payment
of the purchase price to the Company. The purchase price per Share for Shares
issued under this Section 5.02 shall be the Fair Market Value on the day
preceding the date the Shares are issued. The holder of an option or a share
appreciation right granted by an Employer shall have none of the rights of a
shareholder of the Company with respect to such option until the purchase price
is received by the Company and the Shares are issued. The holder of a
performance share award granted by an Employer shall have none of the rights of
a shareholder of the Company until such award is settled in Shares, and the
holder of a restricted share award granted by an Employer shall have all of the
rights of a shareholder with respect to Common Stock covered by an

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<PAGE>

award of Restricted Shares, including the right to receive dividends and to vote
shares; provided, however, that (i) a Participant may not sell, transfer,
pledge, exchange, hypothecate, or otherwise dispose of Restricted Shares, (ii)
the Company shall retain custody of the certificates evidencing Restricted
Shares, and (iii) the Participant will deliver to the Company a stock power,
endorsed in blank, with respect to each award of Restricted Shares. The
limitations of the preceding sentence shall not apply after the Restricted
Shares are, in accordance with the terms of the applicable Agreement,
transferable and no longer forfeitable.

ARTICLE VI

OPTION PRICE

The price per share for Shares purchased on the exercise of an Option
shall be determined by the Administrator on the date of grant; provided,
however, that the price per share for Shares purchased on the exercise of any
Option shall not be less than the Fair Market Value on the date the Option is
granted.

ARTICLE VII

EXERCISE OF OPTIONS AND SARS

7.01 Maximum Option or SAR Period. The maximum period in which an Option or
SAR may be exercised shall be determined by the Administrator on the date of
grant.

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<PAGE>

7.02. Nontransferability. Any Option or SAR granted under this Plan shall be
nontransferable except by will or by the laws of descent and distribution. In
the event of any such transfer, the Option and any Corresponding SAR that
relates to such Option must be transferred to the same person or persons. During
the lifetime of the Participant to whom the Option or SAR is granted, the Option
or SAR may be exercised only by the Participant. No right or interest of a
Participant in any Option or SAR shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.

ARTICLE VIII

METHOD OF EXERCISE

8.01. Exercise. Subject to the provisions of Articles VII and XIII, an Option
or SAR may be exercised in whole at any time or in part from time to time at
such times and in compliance with such requirements as the Administrator shall
determine. An Option or SAR granted under this Plan may be exercised with
respect to any number of whole Shares less than the full number of whole Shares
for which the Option or SAR could be exercised. A partial exercise of an Option
or SAR shall not affect the right to exercise the Option or SAR from time to
time in accordance with this Plan and the applicable Agreement with respect to
the remaining Shares subject to the Option or related to the SAR. The exercise
of either an Option or Corresponding SAR shall result in the termination of the
other to the extent of the

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<PAGE>

number of Shares with respect to which the Option or Corresponding SAR is
exercised.

8.02. Payment. Unless otherwise provided by the Agreement, payment of the
Option price shall be made in a single sum, in cash or a cash equivalent
acceptable to the Administrator. If the Agreement provides, payment of all or
part of the Option price may be made by surrendering Shares to the Company. If
Shares are used to pay all or part of the Option price, any Shares surrendered
must have an aggregate Fair Market Value (determined as of the day preceding the
date of exercise) that, together with any cash or cash equivalent paid, is not
less than the Option price for the number of Shares for which the Option is
being exercised.

8.03. Determination of Payment of Cash and/or Shares Upon Exercise of SAR. At
the Administrator's discretion, the amount payable as a result of the exercise
of an SAR may be settled in cash, cash equivalents acceptable to the
Administrator, by the surrender of Shares, or a combination thereof. A
fractional share shall not be deliverable upon the exercise of an SAR but a cash
payment will be made in lieu thereof.

8.04. Forfeiture. If a Participant's employment with the Company or an
Affiliate is terminated, his or her Options and SARs shall be forfeited to the
extent that the Options and SARs were not exercisable on the date of the
Participant's termination of employment and to the extent that the Administrator
does not exercise its discretion to accelerate the time at which the
Participant's Options and SARs may be exercised. If a Participant's employment
with the Company or an Affiliate

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<PAGE>

terminates due to the Participant's dishonesty, or other similar reasons as
determined by the Administrator, all of the Participant's unexercised Options
and SARs shall be forfeited, regardless of whether such Options and SARs were
exercisable on the date the Participant's employment terminated. The
Administrator has complete discretion to determine whether the reason for a
participant's termination of employment warrants the forfeiture of all the
Participant's unexercised Options and SARs.

8.05. Shareholder Rights. No Participant shall have any rights as a
shareholder with respect to Shares subject to his Option or SAR until the date
of exercise of such Option or SAR and the issuance of Shares thereunder.

ARTICLE IX

RESTRICTED SHARE AWARDS

9.01. Awards. In accordance with the provisions of Section 4.01, the
Administrator will designate each individual to whom an award of Restricted
Shares is to be made and, subject to the provisions of Section 4.02, will
specify the number of Shares covered by each such award.

9.02. Vesting. Subject to the provisions of Section 9.03, the Shares covered
by an award of Restricted Shares shall remain nontransferable and forfeitable
until such conditions as the Administrator, in its discretion, may prescribe in
the Agreement have been satisfied. By way of example and not of limitation, such
conditions may include a Participant's continued employment for a specified
period or that the Company or the Participant achieve stated,
performance-related objectives such as

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<PAGE>

return on capital, earnings per Share, earnings growth, total earnings, Fair
Market Value, funds from operations per share, or return on assets. Such
conditions also may include by way of example and not of limitation,
requirements that the Participant complete a specified period of employment
with the Company or any Affiliate. The determination as to whether such
conditions have been satisfied shall be made by the Administrator, and such
termination shall be conclusive.

9.03. Minimum Vesting Period. In cases where the Administrator has prescribed,
in the Agreement, that certain performance-related objectives must be satisfied
in order for Restricted Shares to become transferable and nonforfeitable, the
performance period shall be at least one year. In all other cases, Shares
covered by an award of Restricted Shares shall become transferable and
nonforfeitable no sooner than three years after the award date. The
Administrator, in its discretion, may accelerate the vesting of awards of
Restricted Shares for Participants whose employment with the Company or an
Affiliate terminates.

9.04. Forfeiture. If a Participant's employment with the Company or an
Affiliate terminates, for any reason other than death or disability, the
Participant shall forfeit all Shares that have not become transferable and
nonforfeitable on the date of the Participant's termination of employment and to
the extent that the Administrator does not exercise its discretion to accelerate
the vesting of the Participant's awards of Restricted Shares. If a Participant's
employment with the Company or an Affiliate terminates due to the Participant's
dishonesty, or other similar reasons as determined by the Administrator, all of
the Participant's Shares

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<PAGE>

shall be forfeited, regardless of whether such Shares were vested on the date
the Participant's employment terminated. The Administrator has complete
discretion to determine whether the reason for a participant's termination of
employment warrants the forfeiture of all the Participant's Restricted Shares.

9.05. Shareholder Rights. In accordance with the terms of the Agreement, a
Participant will have all rights of a shareholder with respect to the Common
Stock covered by an award of Restricted Shares, including the right to receive
dividends and vote the shares; provided, however, that (i) a Participant may not
sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of
Restricted Shares, (ii) the Company shall retain custody of the certificates
evidencing Restricted Shares, and (iii) the participant will deliver to the
Company a stock power, endorsed in blank, with respect to each award of
Restricted Shares. The limitations set forth in the preceding sentence shall not
apply after the Restricted Shares are, in accordance with the terms of the
applicable Agreement, transferable and no longer forfeitable.

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<PAGE>

ARTICLE X

PERFORMANCE SHARE AWARDS

10.01. Award. In accordance with the provisions of Section 4.01, the
Administrator will designate individuals to whom an award of Performance Shares
is to be granted and, subject to the provisions of Section 4.02, will specify
the number of Shares covered by the award.

10.02. Earning the Award. An award of Performance Shares, or portion thereof,
will be earned, and the Participant will be entitled to receive Shares pursuant
to a Share Award, a cash payment or a combination thereof, only upon the
achievement by the Participant, the Company, or an Affiliate of such
performance-related objectives as the Administrator, in its discretion, shall
prescribe on the date of grant. By way of example and not of limitation, such
performance-related objectives may be stated with respect to return on capital,
earnings per Share, earnings growth, total earnings, Fair Market Value funds
from operations per share, or return on assets. The determination as to whether
such objectives have been achieved shall be made by the Administrator, and such
determination shall be conclusive; provided, however, that the period in which
such performance is measured shall be at least one year. In addition, the
Administrator may, by way of example and not of limitation, require the
Participant to complete a specified period of employment with the Company or an
Affiliate.

10.03. Payment. In the discretion of the Administrator, the amount payable when
an award of Performance Shares is earned may be settled in cash, by the grant of

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<PAGE>

a Share Award or a combination of cash and a Share Award. A fractional share
shall not be deliverable when an award of Performance Shares is earned, but a
cash payment will be made in lieu thereof.

10.04. Shareholder Rights. No Participant shall, as a result of receiving an
award of Performance Shares, have any rights as a shareholder until and to the
extent that the award of Performance Shares is earned and a Share Award is made.
If the Agreement so provides, a Participant may receive a cash payment equal to
the dividends that would have been payable with respect to the number of Shares
covered by the award between the date the Performance Shares are awarded and the
date a Share Award is made pursuant to the Performance Share award. A
Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise
dispose of a Performance Share award or the right to receive Shares thereunder
other than by will or the laws of descent and distribution. After an award of
Performance Shares is earned and a Share Award is made, a Participant will have
all the rights of a shareholder with respect to the Shares so awarded.

ARTICLE XI

INCENTIVE AWARDS

11.01. Award. In accordance with the provisions of Article IV, the
Administrator shall designate Participants to whom Incentive Awards are made.
All Incentive Awards shall be finally determined exclusively by the
Administrator under the procedures established by the Administrator.

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<PAGE>

11.02. Terms and Conditions. The Administrator, at the time an Incentive Award
is made, shall specify the terms and conditions which govern the award. Such
terms and conditions may prescribe, by way of example and not of limitation,
that the Incentive Award shall be earned only to the extent that the Company or
an Affiliate, during a performance period achieves performance-related
objectives stated with respect to the Company's, an Affiliate's or an operating
unit's return on equity, earnings per share, total earnings, earnings growth,
return on capital, return on assets or Fair Market Value or funds from
operations per share. Such terms and conditions also may include other
limitations on the payment of Incentive Awards including, by way of example and
not of limitation, requirements that the Participant complete a specified period
of employment with the Company or an Affiliate. The Administrator, at the time
an Incentive Award is made, shall also specify when amounts shall be payable
under the Incentive Award and whether amounts shall be payable in the event of
the Participant's death, disability, or retirement. No payment shall be made
under an Incentive Award except to the extent that the Administrator certifies
that the objectives governing such award have been achieved.

11.03. Nontransferability. Incentive Awards shall be nontransferable except by
will or by the laws of descent and distribution. No right or interest of a
Participant in an Incentive Award shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.

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<PAGE>

11.04. Shareholder Rights. No Participant shall, as a result of receiving an
Incentive Award, have any rights as a shareholder of the Company or any
Affiliate on account of such award.

ARTICLE XII

ADJUSTMENT UPON CHANGE IN SHARES

The maximum number of Shares which may be issued pursuant to Options,
SARs, awards of Restricted Shares, the settlement of Performance Shares and in
accordance with Section 5.02, and the individual limits on the award of Options,
SARs, awards of Restricted Shares and Share Awards in a calendar year shall be
proportionately adjusted, and the terms of outstanding Options, SARs, awards of
Restricted Shares and Performance Shares and Incentive Awards shall be adjusted,
as the Committee shall determine to be equitably required in the event that (a)
the Company (i) effects one or more Share dividends, Share split-ups,
subdivisions or consolidations of Shares or (ii) engages in a transaction to
which Section 424 of the Code applies or (b) there occurs any other event which,
in the judgment of the Committee, necessitates such action. Any determination
made under this Article XII by the Committee shall be final and conclusive.

The issuance by the Company of shares of any class, or securities
convertible into shares of any class, for cash or property, or for labor or
services, either upon direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible

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<PAGE>

into such shares or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the maximum number of shares as to
which Options, SARs, Restricted Shares and Performance Shares may be granted or
which may be issued in accordance with Section 5.02, the individual limits on
the award of Options, SARs, Restricted Shares, and Performance Shares in a
calendar year, or the terms of outstanding awards of Options, SARs, Restricted
Shares or Performance Shares or Incentive Awards.

The Committee may award Performance Shares or Restricted Shares,
Options and SARs in substitution for performance shares, share awards (including
awards of restricted shares), stock options, stock appreciation rights, or
similar awards held by an individual who becomes an employee of the Company or
an Affiliate in connection with a transaction described in the first paragraph
of this Article XII. Notwithstanding any provision of the Plan (other than the
limitations of Article V), the terms of such substituted Options, SARs, awards
of Restricted Shares, or awards of Performance Shares shall be as the Committee,
in its discretion, determines is appropriate.
<PAGE>

ARTICLE XIII
COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES

No Option or SAR shall be exercisable, no Shares shall be issued, no
certificates for Shares shall be delivered, and no payment shall be made under
this Plan except in compliance with all applicable federal and state laws and
regulations (including, without limitation, withholding tax requirements), any
listing agreement to which the Company is a party, and the rules of all domestic
stock exchanges on which the Company's Shares may be listed. The Company shall
have the right to rely on an opinion of its counsel as to such compliance. Any
certificate issued to evidence Shares when an award of Performance Shares is
settled in Shares, an award of Restricted Shares is made, or for which an Option
or SAR is exercised may bear such legends and statements as the Administrator
may deem advisable to assure compliance with federal and state laws and
regulations. No Option or SAR shall be exercisable, no award of Performance
Shares or Restricted Shares shall be granted, no Shares shall be issued, no
certificate for Shares shall be delivered, and no payment shall be made under
this Plan until the Company has obtained such consent or approval as the
Administrator may deem advisable from regulatory bodies having jurisdiction over
such matters.

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<PAGE>

ARTICLE XIV

GENERAL PROVISIONS

14.01. Effect on Employment. Neither the adoption of this Plan, its operation,
nor any documents describing or referring to this Plan (or any part thereof)
shall confer upon any individual any right to continue in the employ of the
Company or an Affiliate or in any way affect any right or power of the Company
or an Affiliate to terminate the employment of any individual at any time with
or without assigning a reason therefor.

14.02. Unfunded Plan. The Plan, insofar as it provides for grants, shall be
unfunded, and the Company shall not be required to segregate any assets that may
at any time be represented by grants under this Plan. Any liability of the
Company to any person with respect to any grant under this Plan shall be based
solely upon any contractual obligations that may be created pursuant to this
Plan. No such obligation of the Company shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of the Company.

14.03. Rules of Construction. Headings are given to articles and sections of
this Plan solely as a convenience to facilitate reference. The reference to any
statute, regulation, or other provision of law shall be construed to refer to
any amendment to or successor of such provision of law.

14.04. Employee Status. For purposes of determining the applicability of
Section 422 of the Code (relating to incentive stock options), or in the event
that the terms of any award of Performance Shares or Restricted Shares or the
grant of any

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<PAGE>

Incentive Award, Option or SAR provide that Shares may be issued or become
transferable and nonforfeitable thereunder only after completion of a specified
period of employment or during employment, the Administrator may decide in each
case to what extent leaves of absence for governmental or military service,
illness, temporary disability, or other reasons shall not be deemed
interruptions of continuous employment.

14.05. Tax Withholding. Each Participant shall be responsible for satisfying
any income and employment tax withholding obligation attributable to
participation in this Plan. Unless otherwise provided by the applicable
Agreement, any such withholding tax obligation may be satisfied in cash
(including from any cash payable in settlement of an award of Performance
Shares, an SAR or an Incentive Award) or a cash equivalent acceptable to the
Administrator. If provided in an Agreement and in accordance with procedures
established by the Administrator, a Participant may surrender Shares in
satisfaction of all or part of that tax withholding obligation.

14.06. Notice. Unless specifically required by the terms of this Plan, notice
to the Company's shareholders, the Participants, or any other person or entity
of an action by the Board, the Committee, or the Administrator with respect to
the Plan is not required before or after such action occurs.

-23-

<PAGE>

ARTICLE XV

AMENDMENT

The Board may amend from time to time or terminate the Plan; provided,
however, that no amendment may become effective until shareholder approval is
obtained if the amendment materially (a) increases the aggregate number of
Shares that may be issued under the Plan (other than an adjustment authorized
under Article XII); (b) changes the class of individuals eligible to become
Participants; or (c) increases the benefits that may be provided under the Plan.
No amendment shall, without a Participant's consent, adversely affect any rights
of such Participant under any outstanding award of Performance Shares or
Restricted Shares or under any Incentive Award, Option or SAR outstanding at the
time such amendment is made.

ARTICLE XVI

DURATION OF PLAN

No Performance Shares or Restricted Shares may be awarded and no Incentive
Award, Option or SAR may be granted under this Plan more than ten years after
the earlier of the date that the Plan is adopted by the Board or the date that
the Plan is approved by the Company's shareholders as provided in Article XVI.
Performance Shares and Restricted Shares awarded and Options and SARs granted
before that date shall remain valid in accordance with their terms.

ARTICLE XVII

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<PAGE>

EFFECTIVE DATE OF PLAN

Options, SARs and Incentive Awards may be granted under this Plan upon its
adoption by the Board, provided that no Option or SAR will be effective or
exercisable unless this Plan is approved (i) by a majority of the votes cast by
the Company's shareholders, either in person or by proxy, at a duly held
shareholders' meeting at which a quorum representing a majority of all
outstanding Shares is present either in person or by proxy, or (ii) by unanimous
consent of the Company's shareholders. Awards of Restricted Shares and
Performance Shares and the issuance of Shares in accordance with Section 5.02
may be made under this Plan after it is approved by the shareholders in
accordance with the preceding sentence.

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<PAGE>

Exhibit 4.6

FIRST AMENDMENT
TO
THE PRENTISS PROPERTIES TRUST
1996 SHARE INCENTIVE PLAN

This First Amendment to the Prentiss Properties Trust 1996 Share
Incentive Plan (the "Plan"), hereby amends the Plan as follows effective as of
May 6, 1997:

1. Section 5.01 which describes the maximum aggregate number of shares
issuable under the Plan, is hereby amended by deleting the fourth sentence and
inserting in its place the following sentence:

"The maximum aggregate number of Shares that may be issued under this
Plan is 2,980,000 Shares, subject to increase and adjustment as provided
in this Article V and Article XII."

2. As amended by the foregoing, the Plan shall remain in full force and
effect.

Dated: February 10, 1998

PRENTISS PROPERTIES TRUST

BY: /S/ THOMAS F. AUGUST
-------------------------------------
Thomas F. August
President and Chief Operating Officer

<PAGE>

EXHIBIT 4.7

SECOND AMENDMENT
TO
THE PRENTISS PROPERTIES TRUST
1996 SHARE INCENTIVE PLAN

This Second Amendment to the Prentiss Properties Trust 1996 Share
Incentive Plan (the "Plan") as amended by the First Amendment to the Plan,
dated effective as of May 6, 1997, hereby amends the Plan as follows
effective as of May 5. 1998:

1. Section 5.01 which describes the maximum aggregate number of shares
issuable under the Plan, is hereby amended by deleting the fourth sentence and
inserting in its place the following sentence:

"The maximum aggregate number of Shares that may be issued under this
Plan is 4,500,000 Shares, subject to increase and adjustment as provided
in this Article V and Article XII."

2. As amended by the foregoing, the Plan shall remain in full force and
effect.

Dated: February 10, 1998

PRENTISS PROPERTIES TRUST

By: /s/ Thomas F. August
------------------------------------------
Thomas F. August
President and Chief Operating Officer

<PAGE>

EXHIBIT 4.8

PRENTISS PROPERTIES TRUST
TRUSTEES' SHARE INCENTIVE PLAN
<PAGE>

ARTICLE I

DEFINITIONS

1.01. Administrator means, while the Company is a Non-Public Company, the
Board. While the Company is a Public Company, the term "Administrator" means the
Committee.

1.02. Affiliate means any "subsidiary" or "parent" corporation (within the
meaning of Section 424 of the Code) of the Company, including an entity that
becomes an Affiliate after the adoption of this Plan.

1.03. Award Date means the date of the first Board meeting after each annual
meeting of the Company's shareholders during the term of the Plan.

1.04. Board means the Board of Trustees of the Company.

1.05. Committee means the committee consisting of two or more Trustees
appointed by the Board to administer the Plan.

1.06. Company means Prentiss Properties Trust.

1.07. Fair Market Value means, on any given date, the current fair market
value of a Share as determined pursuant to subsection (a) or (b) below.

(a) While the Company is a Non-Public Company, Fair Market Value shall be
determined by the Board using any reasonable method in good faith.

shall be made on any stock exchange on that day, then the next preceding day on
which there was a sale. For purposes of this definition, the term "Public
Company" means an entity that has sold securities pursuant to an effective
registration statement on Form S-11 filed pursuant to the Securities Act of
1933, as amended and the term "Non-Public Company" means an entity that has
never sold securities pursuant to an effective registration statement on Form
S-11 filed pursuant to the Securities Act of 1933, as amended.

1.08. First Award Date means the date that the registration statement
relating to the Company's initial public offering of Shares is declared
effective by the Securities and Exchange Commission.

1.09. Founding Trustee means a Participant who is a member of the Board on
the First Award Date.

1.10. Non-Founding Trustee means a Participant who is not a Founding
Trustee.

1.11. Option means an option that entitles the holder to purchase Shares
from the Company on the terms set forth in Article IV of this Plan.

1.12. Participant means a member of the Board who, on the First Award Date
or the applicable Award Date or Quarterly Award Date, is not an employee or
officer of the Company or an Affiliate and who is not a member of the Committee.
Participant also means an individual who is not an employee of the Company or an
Affiliate and who is elected or appointed a member of the Board other than at an
annual meeting of the Company's shareholders.

1.13. Plan means the Prentiss Properties Trust Trustees' Share Incentive
Plan.

1.14. Quarterly Award Date means each January 1, April 1, July 1 and October
1 which occurs during the term of the Plan.

2
<PAGE>

1.15. Shares means the common shares of the Company.

1.16. Trustee means a member of the Board of Trustees of the Company.

ARTICLE II

PURPOSES

The Plan is intended to (i) assist the Company in recruiting and
retaining trustees and (ii) promote a greater identity of interest between
Participants and shareholders by enabling Participants to participate in the
Company's future success.

ARTICLE III

ADMINISTRATION

The Plan shall be administered by the Administrator. The Administrator
shall have authority to grant Options and award Shares upon such terms (not
inconsistent with the provisions of the Plan) as the Administrator may consider
appropriate. In addition, the Administrator shall have complete authority to
interpret all provisions of the Plan; to adopt, amend, and rescind rules and
regulations pertaining to the administration of the Plan; and to make all other
determinations necessary or advisable for the administration of the Plan. The
express grant in the Plan of any specific power to the Administrator shall not
be construed as limiting any power or authority of the Administrator. Any
decision made, or action taken, by the Administrator or in connection with the
administration of the Plan shall be final and conclusive. No member of the
Administrator shall be liable for any act done in good faith with respect to the
Plan. All expenses of administering the Plan shall be borne by the Company.

3
<PAGE>

ARTICLE IV

OPTIONS

4.01. Grant of Options to Founding Trustees and Participants Elected at
Annual Meeting. This Section 4.01 does not apply to Participants described in
the first sentence of Section 4.02. Each Founding Trustee shall be granted an
Option for 10,000 Shares on the First Award Date. Each Non-Founding Trustee
shall be granted, on the first Award Date on which he is a member of the Board,
an Option for 10,000 Shares. Subject to the provisions of Article VII, an Option
granted under this Section 4.01 shall be exercisable with respect to 2,500
Shares on the first Award Date after the date on which such Option was granted,
provided that the Participant is then a member of the Board, and with respect to
an additional 2,500 Shares subject to such Option on each successive Award Date,
provided that the Participant is then a member of the Board.

4.02. Grant of Options to Other Participants. This Section 4.02 applies to
Participants (other than Founding Trustees) who are first elected or appointed
to the Board other than at an annual meeting of the Company's shareholders. Each
Participant to whom this Section 4.02 applies shall be granted, on the date of
such appointment or election to the Board, an Option for 10,000 Shares. Subject
to the provisions of Article VII, an Option granted under this Section 4.02
shall be exercisable with respect to 2,500 Shares on the first Award Date
following the Option's grant date, provided that the Participant is then a
member of the Board, and with respect to an additional 2,500 Shares subject to
such Option on each successive Award Date, provided that the Participant is then
a member of the Board.

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4.03. Option Price and Payment. The price per share for shares purchased or
the exercise of an Option shall be the Fair Market Value on the date that the
option is granted. Payment of the Option price shall be made in cash, cash
equivalent acceptable to the Administrator, by the surrender of Shares or a
combination thereof. If Shares are surrendered in payment of the Option price,
the Shares surrendered must have an aggregate Fair Market Value (determined as
of the day preceding the exercise date) that, together with any cash or cash
equivalent paid, is not less than the Option price for the number of Shares for
which the Option is being exercised.

4.04. Exercise. To the extent that an Option has become exercisable in
accordance with Section 4.01 or 4.02, as applicable, it may be exercised whether
or not the Participant is a member of the Board on the date or dates of
exercise. An Option may be exercised with respect to any number of whole Shares
less than the full number for which the Option could be exercised. A partial
exercise of an Option shall not affect the right to exercise the Option from
time to time in accordance with this Plan with respect to the remaining Shares
subject to the Option. All Options shall be evidenced by agreements that shall
be subject to the applicable provisions of this Plan and to such other
provisions as the Administrator may adopt.

4.05. Maximum Option Period. The period during which an Option may be
exercised shall be ten years from the date of grant. In the event of the
Participant's death, the Option may be exercised by the Participant's estate or
by such person or persons who succeed to the Participant's rights by will or the
laws of descent and distribution following the Participant's death until the
expiration of the Option period. Participant's estate or such person or persons

5
<PAGE>

may exercise the Option with respect to all or part of the number of Shares for
which participant could have exercised the Option on the date of his death.

4.06. Nontransferability. An Option granted under this Plan shall be
nontransferable except by will or by the laws of descent and distribution.
During the lifetime of the Participant to whom an Option is granted, the Option
may be exercised only by the Participant. No right or interest of a Participant
in any Option shall be liable for, or subject to, any lien, obligation, or
liability of such Participant.

4.07. Shareholder Rights. No Participant shall have any rights as a
shareholder with respect to Shares subject to his or her Option until the date
of exercise of such Option.

4.08. Shares Subject to Options. Upon the exercise of any Option, the
Company may deliver to the Participant (or the Participant's broker if the
Participant so directs), Shares from its previously authorized but unissued
Shares.

ARTICLE V

SHARE AWARDS

5.01. Grants. On each Quarterly Award Date each Participant will be awarded
a whole number of Shares having an aggregate Fair Market Value on that date that
as nearly as possible equals, but does not exceed, $2,500.

5.02. Vesting. All Shares issued to a Participant under this Article V shall
be immediately and fully vested when granted.

6
<PAGE>

5.03. Transferability. All Shares issued to a Participant under this Article
V shall be immediately transferable, subject only to restrictions imposed by
federal and state securities and other laws.

5.04. Shareholder Rights. A Participant shall have all rights as a
shareholder with respect to Shares awarded pursuant to this Article V.

5.05. Shares Subject to Awards. Upon the award of Shares in accordance with
this Article V, the Company may issue Shares from its authorized but unissued
Shares.

ARTICLE VI

ADJUSTMENT IN AGGREGATE OUTSTANDING OPTIONS AND SHARE AWARDS
UPON CHANGE IN COMMON SHARES AND
ADJUSTMENT IN OPTIONS AND SHARE AWARDS MADE THEREAFTER

The provisions of this Plan shall be revised as the Committee shall
determine to be equitably required in the event that (a) the Company (i) effects
one or more Share dividends, Share split-ups, subdivisions or consolidation of
Shares or (ii) engages in a transaction to which Section 424 of the Code applies
or (b) there occurs any other event which, in the judgment of the Committee,
necessitates such action. Any determination made under this Article VI by the
Committee shall be final and conclusive.

7
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no adjustment by reason thereof shall be made with respect to, the number of
shares that will be issued as of any applicable Award Date.

ARTICLE VII

COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

No Shares shall be issued and no certificates for Shares shall be
delivered under the Plan except in compliance with all applicable federal and
state laws and regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company is a party, and the
rules of all domestic stock exchanges on which the Company's Shares may be
listed. The Company shall have the right to rely on an opinion of its counsel as
to such compliance. Any certificate issued to evidence Shares issued under the
Plan may bear such legends and statements as the Administrator may deem
advisable to assure compliance with federal and state laws and regulations. No
Shares shall be issued and no certificate for Shares shall be delivered under
the Plan until the Company has obtained such consent or approval as the
Administrator may deem advisable from regulatory bodies having jurisdiction over
such matters.

ARTICLE VIII

GENERAL PROVISIONS

8.01. Unfunded Plan. The Plan, insofar as it provides for awards, shall be
unfunded, and the Company shall not be required to segregate any assets that may
at any time be represented by awards under the Plan. Any liability of the
Company to any person with respect

8
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to any award to be made under the Plan shall be based solely upon any
contractual obligations that may be created pursuant to the Plan. No such
obligation of the Company shall be deemed to be secured by any pledge of, or
other encumbrance on, any property of the Company.

8.02. Rules of Construction. Headings are given to the articles and sections
of the Plan solely as a convenience to facilitate reference. The reference to
any statute, regulation, or other provision of law shall be construed to refer
to any amendment to or successor of such provision of law.

8.03. Notice. Unless specifically required by the terms of this Plan, notice
to the Company's shareholders, the Participants, or any other person or entity
of an action by the Board, the Administrator, or the Committee with respect to
the Plan is not required before or after such action occurs.

ARTICLE IX

AMENDMENT

The Board may amend from time to time or terminate the Plan at any
time; provided, however, that no amendment may become effective until
shareholder approval is obtained if the amendment materially (a) increases the
aggregate number of Shares that may be issued under this Plan (other than an
adjustment authorized under Article VI); (b) changes the class of individuals
eligible to become Participants; or (c) increases the benefits that may be
provided under the Plan.

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ARTICLE X

DURATION OF PLAN

No Shares may be awarded and no Options may be granted under the Plan
after December 31, 2002. An award of Shares during the term of the Plan shall
remain in effect in accordance with its terms notwithstanding the expiration of
the Plan.

ARTICLE XI

EFFECTIVE DATE OF PLAN

Shares may be issued under the Plan on the Quarterly Award Date,
provided that the Plan has been approved (i) by a majority of the votes cast
by the Company's shareholders, voting either in person or by proxy, at a duly
held shareholders' meeting at which a quorum representing a majority of all
outstanding shares is present, either in person or by proxy, or (ii) by
unanimous consent of the Company's shareholders. Options may be granted under
this Plan upon its adoption by the Board, but no Option will be effective or
exercisable unless this Plan is approved by shareholders in accordance with
the preceding sentence.

<PAGE>

EXHIBIT 4.9

FIRST AMENDMENT
TO
THE PRENTISS PROPERTIES TRUST
TRUSTEES' SHARE INCENTIVE PLAN

The Trustees' Share Incentive Plan of Prentiss Properties Trust shall
be amended as follows effective as of May 5, 1998:

1. Article V, Section 5.01 shall be struck, and the following shall be
inserted in its place:

"5.01 Grants. On each Quarterly Award Date, each Participant will be
awarded a whole number of Shares having an aggregate Fair Market Value on
that date as nearly as possible equals, but does not exceed, $5,000."

2. Article IV shall be amended to add a new Section 4.09, which shall
provide as follows:

"4.09 Annual Grant. Annually, on a date to be set by the Committee, the
Company shall distribute to the Participants an Option to purchase 5,000
Shares, which Option shall be immediately exercisable."

3. As amended by the foregoing, the Plan shall remain in full force and
effect.

Dated: February 10, 1998

PRENTISS PROPERTIES TRUST

By: /s/ THOMAS F. AUGUST
-----------------------------------------
Thomas F. August
President and Chief Operating Officer

<PAGE>

EXHIBIT 4.10

SECOND AMENDMENT
TO
THE PRENTISS PROPERTIES TRUST
TRUSTEES' SHARE INCENTIVE PLAN

The Trustees' Share Incentive Plan of Prentiss Properties Trust shall
be amended as follows effective as of March 1, 1999:

1. Article IV shall be amended by adding to the end of such article the
following paragraph:

"The total number of Shares for which Options may be granted pursuant
to Article IV hereof or Share awards that may be made pursuant to Article V
hereof shall not exceed in the aggregate 200,000 Shares (subject to
adjustment as provided in Article VI hereof). If, on any date upon which
Options or Shares are to be granted hereunder, the number of Shares
remaining available for issuance under the Plan is insufficient for the
grant of the total number of Options or Shares to all Participants
otherwise entitled thereto pursuant to Article IV or Article V, then each
Participant shall receive Options or Shares, as the case may be, in
proportion to the number of the available number of Shares remaining
(rounded down to the greatest number of whole Shares available)."

2. As amended by the foregoing, the Plan shall remain in full force and
effect.

Dated: May ___, 1999

PRENTISS PROPERTIES TRUST

By:
-----------------------------------------
Thomas F. August
President and Chief Operating Officer

<PAGE>

Exhibit 5

[LETTERHEAD OF AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. APPEARS HERE]

May 28, 1999

Prentiss Properties Trust
3890 West Northwest Highway, Suite 400
Dallas, Texas 75220

Re: Prentiss Properties Trust
Registration Statement on Form S-8
----------------------------------

Ladies and Gentlemen:

We have acted as counsel to Prentiss Properties Trust, a Maryland real
estate investment trust (the "Company"), in connection with the preparation of
the Registration Statement on Form S-8 (the "Registration Statement"), filed by
the Company under the Securities Act of 1933, as amended, relating to the
issuance of a maximum of 4,700,000 common shares of beneficial interest, par
value $.01 per share, of the Company (the "Common Shares") and attached rights
to purchase Junior Participating Cumulative Preferred Shares of Beneficial
Interest, Series B, par value $.01 per share, of the Company (the "Rights")
pursuant to the Company's 1996 Share Incentive Plan and the Company's Trustees'
Share Incentive Plan (the "Plans") as described in the Registration Statement.

We have, as counsel, examined originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company, and have
made such inquiries of such officers and representatives as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. In
addition, we have assumed that the Common Shares will be issued for at least the
par value of the Common Shares. As to all questions of fact material to this
opinion, we
<PAGE>

AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

Prentiss Properties Trust
May 28, 1999
Page 2

have relied upon certificates or comparable documents of officers and
representatives of the Company.

Based upon such examination and review and in reliance upon the
representations described above, and subject to the limitations and
qualifications contained herein, we advise you that, in our opinion:

1. The Common Shares have been duly and validly authorized by the
Company.

2. The Common Shares, when issued and delivered in accordance with any
of the Plans, will be validly issued, fully paid and non-assessable.

3. The Rights have been duly and validly authorized by the Company.

4. The Rights to be issued in connection with the Common Shares to be
issued and delivered pursuant to any of the Plans will, when issued, be validly
issued.

This opinion is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated. This opinion is
delivered solely to you and is solely for your benefit, and it may not be
delivered to, or relied upon by, any other person or entity without the prior
written consent of this firm.

We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as Exhibit 5 to the Registration Statement and the
reference to this firm under the caption "Legal Matters" in the Prospectus
contained therein.

Very truly yours,

/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

<PAGE>

EXHIBIT 23.2
------------

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement on
Form S-8 of our reports indicated below on our audits of the financial
statements indicated below, all of which reports are incorporated by reference
herein.

Date of Report of
Financial statements Independent Accountants
- -------------------- -----------------------

Consolidated and combined financial statements
and financial statement schedule of Prentiss
Properties Trust February 5, 1999

Statement of revenues and certain operating
expenses of the Ordway Property August 12, 1998

Combined statement of revenues and certain
operating expenses of the Willow Oaks Properties September 30, 1998

Statement of revenues and certain operating
expenses of the 7101 Wisconsin Avenue Property February 5, 1999

Statement of revenues and certain operating
expenses of the Calverton Office Park Properties February 5, 1999

Statement of revenues and certain operating
expenses of the One O'Hare Centre Property February 12, 1999

Combined statement of revenues and certain
operating expenses of the Fidinam Office Portfolio February 12, 1999

/s/ PRICEWATERHOUSECOOPERS LLP

Dallas, Texas
May 24, 1999