Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 10, 2008, Jeffrey H. Schwartz resigned as Chairman of the Board of Trustees and Chief Executive Officer of ProLogis. Also effective on that date, the Board of Trustees appointed Walter C. Rakowich as Chief Executive Officer. The Board also appointed Mr. Rakowich to fill the vacancy on the Board of Trustees created by the resignation of Mr. Schwartz to serve until the next annual meeting of shareholders and until his successor is duly elected and qualifies. Stephen L. Feinberg, the lead trustee, was named as Chairman of the Board of Trustees.
Mr. Rakowich was ProLogis' President and Chief Operating Officer from January 2005 until November 10, 2008, and was Chief Financial Officer from December 1998 until September 2005. He has been with ProLogis in various capacities since 1994. Mr. Rakowich is 51 years old.
ProLogis and Mr. Rakowich are preparing an employment agreement concerning his employment as Chief Executive Officer that will replace his current employment agreement. In connection with his appointment as Chief Executive Officer, he was granted 500,000 options to purchase ProLogis common shares at $6.87 per share and 500,000 restricted stock units on November 11, 2008.
ProLogis has agreed to a separation arrangement with Mr. Schwartz that will provide him with the separation benefits related to a separation in accordance with subparagraph 4(f) of the Employment Agreement, dated March 14, 2008, between ProLogis and Mr. Schwartz, as if his separation occurred on December 8, 2008, except that the equity-based awards provided for in subparagraph 3(d) of such Employment Agreement will be paid in cash, all of his vested stock options will remain exercisable until the stated option expiration date under his respective stock option award agreements without regard to his separation from ProLogis, and a one year non-competition agreement will be applicable. Item 8.01 Other Events.
The Board of Trustees of ProLogis has targeted a new annualized dividend of $1.00 per common share for 2009, subject to market conditions and REIT distribution requirements. This new rate revises the $2.28 per share level previously announced for 2009 and represents a 52% reduction from the $2.07 per share rate declared during 2008. This action will permit ProLogis to retain additional capital, which will be used to repay debt and strengthen the balance sheet.

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