CENTERPOINT PROPERTIES TRUST
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>3
<FILENAME>a2049605zex-10_4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>

<PAGE>

                                                                  Exhibit 10.4

                          CENTERPOINT PROPERTIES TRUST
               2000 OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN

                          **RESTRICTED SHARE AGREEMENT

      THIS RESTRICTED SHARE AGREEMENT (the "Agreement") is dated as of February
21, 2001 between CenterPoint Properties Trust, a Maryland real estate investment
trust (the "Company"), and Paul Ahern (the "Grantee").

            This Agreement is made pursuant to, and is governed by, the
CENTERPOINT PROPERTIES TRUST 2000 OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN
(the "2000 Plan"). Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Plan. The purpose of this Agreement is to establish a
written agreement evidencing a grant of Restricted Shares made in accordance
with the terms of the Plan. In this Agreement, "Restricted Shares" means shares
granted pursuant to this Agreement or other securities resulting from an
adjustment under Section 1.5 and 6.2 of the 2000 Plan.

The parties agree as follows:

40.  GRANT OF RESTRICTED SHARES. The Company hereby grants to the Grantee 13,812
     Common Stock under the terms and conditions hereof.

41.  SHARE PRICE. The Share Price of the Shares is $45.90.

42.  TIME GOAL. Eight (8) years.

43.  PERFORMANCE GOAL. 60%.

44.  VESTING. Except as otherwise provided in the 2000 Plan or in this
     Agreement, the Shares shall become vested as follows:

          (j)  ACHIEVEMENT OF PERFORMANCE GOAL. All shares granted and not
               previously vested or forfeited shall vest at the close of
               business on the last day of a period commencing at least two
               years after the date of this award and including 60 consecutive
               trading days such that the average total shareholder return for
               such trading days equals or exceeds 60%.

               Total shareholder return means, with respect to each award, a
               fraction the numerator of which shall be the cumulative share
               price appreciation (the difference between (i) the share price of
               Common Shares on the date of any determination thereof plus the
               aggregate amount of cash distributions per share for the period
               commencing on the date of this award to the date of any such
               determination and (ii) the share price on the date of this award)
               the denominator of which shall be the share price on the date of
               this award.

          (k)  CHANGE OF CONTROL. Shares not previously vested or forfeited
               shall become fully vested upon a Change of Control as defined in
               the 2000 Plan.


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          (l)  TIME GOAL. Shares not previously vested or forfeited shall become
               fully vested at the close of business on the eighth anniversary
               of the date of this Agreement.

45.  RIGHTS OF THE COMPANY. This Agreement does not affect the Company's right
     to take any corporate action, including other changes in its right to
     recapitalize, reorganize or consolidate, issue bonds, notes or stock,
     including preferred stock or options therefore, to dissolve or liquidate,
     or to sell or transfer any part of its assets or business.

46.  TAXES. The Company may pay or withhold the amount of any tax attributable
     to any Shares deliverable under this Agreement or dividends payable
     thereon, and the Company may defer making delivery or payment until it is
     indemnified to its satisfaction for that tax.

47.  COMPLIANCE WITH LAWS. Shares can be delivered under this Agreement only in
     compliance with all applicable federal and state laws and regulations,
     including without limitation state and federal securities laws, and the
     rules of all stock exchanges on which the Common Shares is listed at any
     time. Shares may not be issued under this Agreement until the Company has
     obtained the consent or approval of every regulatory body, federal or
     state, having jurisdiction over such matters as the Committee deems
     advisable. Each person or estate that acquired the right to receive shares
     by bequest or inheritance may be required by the Committee to furnish
     reasonable evidence of ownership of the shares as a condition to their
     issuance. In addition, the Committee may require such consents and releases
     of taxing authorities as the Committee deems advisable.

48.  STOCK LEGENDS. Any certificate issued to evidence Shares issued pursuant to
     this Agreement shall bear such legends and statements as the Committee
     deems advisable to assure compliance with all federal and state laws and
     regulations.

49.  NO RIGHT OF EMPLOYMENT. Nothing in this Agreement shall confer any right on
     an employee to continue in the employ of the Company or shall interfere in
     any way with the right of the Company to terminate such employee's
     employment at any time.

50.  AMENDMENT OF AGREEMENT. The Company may alter, amend, or terminate the
     Agreement only with the Grantee's consent, except for adjustments expressly
     provided by this Agreement.

51.  MISCELLANEOUS. This Agreement is subject to and controlled by the 2000
     Plan. Any inconsistency between this Agreement and said Plan shall be
     controlled by the 2000 Plan. This Agreement is the final, complete, and
     exclusive expression of the understanding between the parties and
     supersedes any prior or contemporaneous agreement or representation, oral
     or written, between them. Modification of this Agreement or waiver of a
     condition herein must be written and signed by the party to be bound. In
     the event that any paragraph or provision of this Agreement shall be held
     to be illegal or unenforceable, such paragraph or provision shall be
     severed from the Agreement and the entire Agreement shall not fail on
     account thereof, but shall otherwise remain in full force and effect.



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52.  NOTICES. All notices and other communications required or permitted under
     this Agreement shall be written, and shall be either delivered personally
     or sent by registered or certified first-class mail, postage prepaid and
     return receipt requested, or by telex or telecopy, addressed as follows: if
     to the Company, to the Company's principal office, and if to the Grantee or
     his successor, to the address last furnished by such person to the Company.
     Each such notice and communication delivered personally shall be deemed to
     have been given when delivered. Each such notice and communication given by
     mail shall be deemed to have been given when it is deposited in the United
     States mail in the manner specified herein, and each such notice and
     communication given by telex or telecopy shall be deemed to have been given
     when it is so transmitted and the appropriate answer back is received. A
     party may change its address for the purpose hereof by giving notice in
     accordance with the provisions of this Section 13.

      IN WITNESS WHEREOF, each of the Grantee and the Company has executed this
      Agreement as of the date first written above.



                                                CENTERPOINT PROPERTIES TRUST



                                          By:
                                                 /s/ Rockford O. Kottka
                                                --------------------------------
                                                Rockford O. Kottka



                                                Its:  Executive Vice President
                                                      and Treasurer
                                                      --------------------------

                                                GRANTEE

                                                 /s/ Paul Ahern
                                                --------------------------------
                                                Print name: Paul Ahern









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