ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On August 29, 2008, the Compensation Committee of the Board of Directors of Cogdell Spencer Inc. (the "Company") approved certain compensation arrangements for the Company's executive officers for the year ending December 31, 2008. The compensation that the Company's named executive officers are eligible to receive for the year ending December 31, 2008 is as follows:
• Frank C. Spencer, Chief Executive Officer and President: (i) base salary of $500,000; (ii) annual achievement bonus of up to $500,000, based on certain corporate-level strategic benchmarks; and (iii) annual incentive bonus of up to $250,000, based on certain funds from operations modified ("FFOM") growth benchmarks. Mr. Spencer's annual achievement bonus and annual incentive bonus for 2008, if any, is payable in long-term incentive plan units, or LTIP units, in the Company's operating partnership, Cogdell Spencer LP.

• Charles M. Handy, Chief Financial Officer: (i) base salary of $275,000;
(ii) annual achievement bonus of up to $247,500, based on certain corporate-level strategic benchmarks, individual department-level goals and subjective evaluation by the Chief Executive Officer; (iii) LTIP unit grants of up to $150,000, based on certain corporate-level strategic benchmarks, individual department-level goals and subjective evaluation by the Chief Executive Officer; and (iv) development project LTIP unit grants equal to 0.15% of the asset value of each of the Company's new completed and owned development projects.

• Scott Ransom, President and Chief Executive Officer of Erdman Company:
(i) base salary of $315,000; (ii) annual bonus of up to $315,000, based on certain performance goals and performance multipliers set by the Company's Chief Executive Officer and recommended to the Compensation Committee;
(iii) LTIP unit grants of up to 16% of the amount by which Erdman's EBITDA exceeds certain strategic benchmarks; and (iv) development project LTIP unit grants equal to 0.5% of the asset value of each of the Company's new completed and owned development projects.

The actual amount of bonuses and LTIP unit grants for each named executive officer set forth above is subject to change in the Compensation Committee's discretion.

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