CENTERPOINT PROPERTIES TRUST Series D Flexible Cumulative Redeemable Preferred Shares (Five-Year Initial Fixed Rate Period) (Liquidation Preference $1,000 Per Share) CALCULATION AGENT AGREEMENT

Exhibit 10.3

EXECUTION
VERSION

CENTERPOINT PROPERTIES TRUST

Series D Flexible Cumulative Redeemable Preferred Shares

(Five-Year Initial Fixed Rate Period)

(Liquidation Preference $1,000 Per Share)

CALCULATION AGENT AGREEMENT

THIS AGREEMENT dated as of December 14, 2004, among CenterPoint Properties Trust (hereinafter called the “Company”), a Maryland real estate investment trust having its principal office at 1808 Swift Road, Oak Brook, Illinois 60523, and SunTrust Bank, a banking corporation organized and existing under the laws of the State of Georgia (hereinafter sometimes called the “Calculation Agent,” which term shall, unless the context shall otherwise require, include its successors and assigns), having a principal corporate trust office at 919 East Main Street, Richmond, Virginia 23219.

Recitals of the Company

The Company is issuing on the date hereof 100,000 Series D Flexible Cumulative Redeemable Preferred Shares (the “Shares”) (Five-Year Initial Fixed Rate Period) having a liquidation preference equivalent to $1,000 per Share under the articles supplementary dated as of December 9, 2004 (the “Articles Supplementary”) of the Company.  Capitalized terms used in this Agreement and not otherwise defined herein are used as defined in the Articles Supplementary.

The Initial Distribution Rate on the Shares will be 5.377% per annum from the date of original issuance through December 14, 2009 (the “Initial Fixed Rate Period”).  Thereafter, the Distribution Rate for the Shares may be at Fixed Rates determined through Remarketing of the Shares for specific periods of varying lengths or may be at Floating Rates reset quarterly equal to 1.85%, plus the Adjustable Rate.  The Company desires to engage the Calculation Agent to perform certain services in connection with the Shares while the Shares bear interest at Floating Rates.

NOW IT IS HEREBY, AGREED THAT:

1.  The Company hereby appoints SunTrust Bank at its corporate trust office in Richmond, Virginia, as Calculation Agent (in such capacity, the “Calculation Agent”) for the Shares, upon the terms and subject to the conditions herein mentioned, and SunTrust Bank hereby accepts such appointment.  The Calculation Agent shall act as an agent of the Company for the purpose of determining the Floating Rates on the Shares.

2.  The Company has delivered to the Calculation Agent a copy of the form of the Series D Preferred Share Certificate and copies of the Articles Supplementary, including copies of all terms and conditions relating to the determination of the Floating Rates thereunder.  The Calculation Agent hereby acknowledges its receipt of and acceptance of the form of the Series D Preferred Share Certificate and of the Articles Supplementary, to the extent relating to the determination of the Floating Rates on the Shares.  The Company agrees to give the Calculation Agent written notice of the commencement of a Floating Rate Period immediately after the Company has determined that, or is aware that, such Floating Rate Period is to commence.  The Calculation Agent shall have no liability for any failure to determine a Floating Rate on a timely basis if such written notice is given to it on or after the Distribution Determination Date preceding the commencement of the first Distribution Period in a new Floating Rate

Period.  The Company agrees to give the Calculation Agent prompt written notice of the termination of a Floating Rate Period.

3.  The Company hereby notifies the Calculation Agent that the Shares are being issued on the date hereof and acknowledges that it has delivered to the Calculation Agent the information, if any, required to be provided by the Company for the calculation of the Floating Rate thereunder.  The Calculation Agent shall calculate the Floating Rate for the applicable Distribution Determination Date as follows:

Except as provided below, the Floating Rate for any Floating Rate Period for the Shares will be equal to the Adjustable Rate (as defined below) plus 1.85%.

The “Adjustable Rate” for any Distribution Period during a Floating Rate Period will be equal to the highest of the 3-month LIBOR Rate, the 10-year Treasury CMT and the 30-year Treasury CMT (each as defined below and collectively referred to as the “Benchmark Rates”).  In the event that the Calculation Agent determines in good faith that for any reason:

(1)                                  any one of the Benchmark Rates cannot be determined for any Distribution Period, the Adjustable Rate for such Distribution Period will be equal to the higher of whichever two of such rates can be so determined;

(2)                                  only one of the Benchmark Rates can be determined for any Distribution Period, the Adjustable Rate for such Distribution Period will be equal to whichever such rate can be so determined; or

(3)                                  none of the Benchmark Rates can be determined for any Distribution Period, the Adjustable Rate for the preceding Distribution Period will be continued for such Distribution Period.

The “3-month LIBOR Rate” means, for each Distribution Period, the arithmetic average of the two most recent weekly quotes for deposits for U.S. Dollars having a term of three months, as published on the first Business Day of each week during the relevant Calendar Period (as defined below) immediately preceding the Distribution Period for which the Floating Rate is being determined.  Such quotes will be taken from the Bloomberg interest rate page most nearly corresponding to Telerate Page 3750 (or such other page as may replace such page for the purpose of displaying comparable rates) at approximately 11:00 a.m. London time on the Distribution Determination Date.  If such rate does not appear on the Bloomberg interest rate page most nearly corresponding to Telerate Page 3750 (or such other page as may replace such page for the purpose of displaying comparable rates) on the relevant date, the 3-month LIBOR Rate will be the arithmetic mean of the rates quoted by three major banks in New York City selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on the Distribution Determination Date for loans in U.S. Dollars to leading European banks for a period of three months.

The “10-year Treasury CMT” means the rate determined in accordance with the following provisions:

(1)                                  With respect to any Distribution Determination Date and the Distribution Period that begins immediately thereafter, the 10-year Treasury CMT means the rate displayed on the Bloomberg interest rate page most nearly corresponding to Telerate Page 7051 containing the caption “…Treasury Constant Maturities…

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Federal Reserve Board Release H.15…Mondays Approximately 3:45 p.m.,” and the column for the Designated CMT Maturity Index (as defined below).

(2)                                  If such rate is no longer displayed on the page referenced in (1) above, or is not so displayed by 3:00 p.m., New York City time, on the applicable Distribution Determination Date, then the 10-year Treasury CMT for such Distribution Determination Date will be such treasury constant maturity rate for the Designated CMT Maturity Index as is published in H.15(519).

(3)                                  If such rate is no longer displayed on the page referenced in (1) above, or if not published by 3:00 p.m., New York City time, on the applicable Distribution Determination Date, then the 10-year Treasury CMT for such Distribution Determination Date will be such constant maturity treasury rate for the Designated CMT Maturity Index (or other United States Treasury rate for the Designated CMT Maturity Index) for the applicable Distribution Determination Date with respect to such Distribution reset date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Bloomberg interest rate page most nearly corresponding to Telerate Page 7051 and published in H.15(519).

(4)                                  If such information is not provided by 3:00 p.m., New York City time, on the applicable Distribution Determination Date, then the 10-year Treasury CMT for such Distribution Determination Date will be calculated by the Calculation Agent and will be a yield to maturity, based on the arithmetic mean of the secondary market offered rates as of approximately 3:30 p.m., New York City time, on such Distribution Determination Date reported, according to their written records, by three leading primary United States government securities dealers in The City of New York (each, a “Reference Dealer”) selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States (“Treasury Debentures”) with an original maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one year.

(5)                                  If the Calculation Agent is unable to obtain three such Treasury Debentures quotations, the 10-year Treasury CMT for the applicable Distribution Determination Date will be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean of the secondary market offered rates as of approximately 3:30 p.m., New York City time, on the applicable Distribution Determination Date of three Reference Dealers in The City of New York (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury Debentures with an original maturity of the number of years that is the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount of at least $100 million.

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(6)                                  If three or four (and not five) of such Reference Dealers are quoting as set forth above, then the 10-year Treasury CMT will be based on the arithmetic mean of the offered rates obtained and neither the highest nor lowest of such quotes will be eliminated; provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as set forth above, the 10-year Treasury CMT with respect to the applicable Distribution Determination Date will remain the 10-year Treasury CMT for the immediately preceding Distribution Period.  If two Treasury Debentures with an original maturity as described in the second preceding sentence have remaining terms to maturity equally close to the Designated CMT Maturity Index, then the quotes for the Treasury Debentures with the shorter remaining term to maturity will be used.

The “30-year Treasury CMT” has the meaning specified under the definition of 10-year Treasury CMT, except that the Designated CMT Maturity Index for the 30-year Treasury CMT shall be 30 years.

The 3-month LIBOR Rate, the 10-year Treasury CMT and the 30-year Treasury CMT shall each be rounded to the nearest hundredth of a percent.

The Floating Rate with respect to each Floating Rate Period will be calculated as promptly as practicable by the Calculation Agent according to the appropriate method described above.

“Bloomberg” means Bloomberg Financial Markets Commodities News.

“Business Day” means a day other than (i) a Saturday or a Sunday; (ii) a day on which banks in New York, New York are authorized or obligated by law or executive order to remain closed; or (iii) a day on which the Company’s principal executive office is closed for business.

“Calendar Period” means a period of 180 days.

“Designated CMT Maturity Index” means the original period to maturity of the U.S. Treasury securities (10 years) with respect to which the 10-year Treasury CMT will be calculated.

“Telerate Page 3750” means the display designated on page 3750 on MoneyLine Telerate (or such other page as may replace the 3750 page on the service or such other service as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits).

“Telerate Page 7051” means the display on MoneyLine Telerate (or any successor service), on such page (or any other page as may replace such page on that service), for the purpose of displaying Treasury Constant Maturities as reported in H.15(519).

4.  Promptly following the determination of each change to the Floating Rate applicable to the Shares, the Calculation Agent will cause to be forwarded to the Company information regarding such Floating Rate.

5.  The Calculation Agent shall be entitled to such compensation for its services under this Agreement as the Calculation Agent and the Company may agree, and the Company shall pay such compensation and shall reimburse the Calculation Agent for all reasonable expenses, including fees and expenses of its counsel, disbursements and advances incurred or made by the Calculation Agent in connection with the services rendered by it under this Agreement, upon receipt of such invoices as the Company shall reasonably require.

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6.  Notwithstanding any redemption of the Shares, the Company will indemnify the Calculation Agent and its agents, custodians or nominees against any losses, liabilities, costs, claims, actions or demands which it may incur or sustain or which may be made against it in connection with its appointment or the exercise of its powers and duties hereunder as well as the reasonable costs, including the reasonable expenses and fees of counsel, in defending any claim, action or demand, except such as may result from the gross negligence, willful misconduct or bad faith of the Calculation Agent or any of its employees.  Except as provided in the preceding sentence, the Calculation Agent and its agents, custodians and nominees shall incur no liability and shall be indemnified and held harmless by the Company for, or in respect of, any actions taken or suffered to be taken in good faith by the Calculation Agent or its agents, custodians or nominees in reliance upon (i) the written opinion or advice of counsel, or (ii) written instructions from the Company.

7.  The Calculation Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Company agrees:

(i)                                     in acting under this Agreement, the Calculation Agent, acting as agent for the Company, does not assume any obligation towards, or any relationship of agency or trust for or with, any of the purchasers of the Shares;

(ii)                                  unless herein otherwise specifically provided, any order, certificate, notice, request or communication from the Company made or given under any provision of this Agreement shall be sufficient if signed by any person whom the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company;

(iii)                               the Calculation Agent shall be obligated to perform only such duties as are set forth specifically herein, and no other duties or obligations on the part of the Calculation Agent, in its capacity as such, shall be implied by this Agreement;

(iv)                              the Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it or its agents, custodians or nominees in reliance upon anything contained in the Articles Supplementary or any information supplied to it in writing by the Company pursuant to this Agreement, including the information supplied pursuant to paragraph 3 above;

(v)                                 the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Shares with the same rights as it would have had if it were not acting hereunder as Calculation Agent;

(vi)                              the Calculation Agent or its agents, custodians or nominees shall incur no liability hereunder except for loss sustained by reason of its gross negligence, willful misconduct or bad faith;

(vii)                           The Calculation Agent shall have the right, but not the obligation, to consult with counsel of its choice and shall not be liable for action taken or omitted to be taken in accordance with the advice of such counsel, which may be in-house counsel;

(viii)                        The Calculation Agent shall have the right to perform any of its duties hereunder through agents, custodians or nominees; and

(ix)                                in no event shall the Calculation Agent or its agents, custodians or nominees be liable for special, punitive, indirect or consequential loss or damage of any

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kind whatsoever (including but not limited to lost profits) even if the Calculation Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

8.                                       (a)  The Calculation Agent or its agents, custodians or nominees shall not be responsible to the Company or any third party for any failure of any bank or financial institution selected by the Calculation Agent for the purpose of quoting rates in accordance with the terms of the Shares and the Articles Supplementary to fulfill their duties or meet their obligations to provide such rates or as a result of the Calculation Agent having acted (except in the event of gross negligence, willful misconduct or bad faith) on any quotation or other information given by any such bank or financial institution which subsequently may be found to be incorrect.

(b)  Except as provided below, the Calculation Agent may at any time resign as Calculation Agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that such notice shall be given not less than 60 days prior to the said effective date unless the Company otherwise agrees in writing.  Except as provided below, the Calculation Agent may be removed by the filing with it of an instrument in writing signed by the Company specifying such removal and the date when it shall become effective (such effective date being at least 20 days after said filing).  Any such resignation or removal shall take effect upon:

(i)                                     the appointment by the Company as hereinafter provided of a successor Calculation Agent; and

(ii)                                  the acceptance of such appointment by such successor Calculation Agent;

provided, however, that in the event the Calculation Agent has given not less than 60 days’ prior notice of its desired resignation, and during such 60 days there has not been acceptance by a successor Calculation Agent of its appointment as successor Calculation Agent, the Calculation Agent so resigning may petition any court of competent jurisdiction for the appointment of a successor Calculation Agent.  The Company covenants that it shall appoint a successor Calculation Agent as soon as practicable after receipt of any notice of resignation hereunder.  Upon its resignation or removal becoming effective, the retiring Calculation Agent shall be entitled to the payment of its compensation and the reimbursement of all expenses (including reasonable counsel fees) incurred by such retiring Calculation Agent pursuant to paragraph 5 hereof to the date such resignation or removal becomes effective.

(c)  If at any time the Calculation Agent (i) shall resign or be removed, or (ii) shall become incapable of acting or shall be adjudged bankrupt or insolvent, or liquidated or dissolved, or an order is made or an effective resolution is passed to wind up the Calculation Agent, or if the Calculation Agent shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors, or shall consent to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver, administrator or other similar official of the Calculation Agent or of all or any substantial part of its property shall be appointed, or if any order of any court shall be entered approving any petition filed by or against the Calculation Agent under the provisions of any applicable bankruptcy or insolvency law, or if any public officer shall take charge or control of the Calculation Agent or its property or affairs for the purpose of rehabilitation, conservation or liquidation (the Calculation Agent hereby agreeing to give the Company prompt notice of any of the foregoing events referred to in this clause (ii)), then a successor Calculation Agent shall be appointed by the Company by an instrument in writing filed with the successor Calculation Agent.  Upon the appointment as aforesaid of a successor

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Calculation Agent and acceptance by the latter of such appointment, the former Calculation Agent shall cease to be Calculation Agent hereunder.

(d)  Any successor Calculation Agent appointed hereunder shall execute and deliver to its predecessor and the Company an instrument accepting such appointment hereunder, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as the Calculation Agent hereunder, and such predecessor, upon payment of its compensation, charges and disbursements then unpaid, shall thereupon become obliged to transfer and deliver, and such successor Calculation Agent shall be entitled to receive, copies of any relevant records maintained by such predecessor Calculation Agent.

(e)  Any corporation into which the Calculation Agent may be merged or converted or any corporation with which the Calculation Agent may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party or any corporation to which the Calculation Agent may otherwise transfer all or substantially all of its corporate trust business shall, to the extent permitted by applicable law, be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.  Prompt notice of any such merger, conversion, consolidation or transfer shall forthwith be given to the Company.

(f)  The provisions of paragraphs 5 and 6 hereof shall survive any resignation or removal hereunder.

(g)  The Calculation Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement or arising out of or caused directly or indirectly, by circumstances beyond its reasonable control, including acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riot; interruptions, loss or malfunctions of utilities, or communications service; accidents; labor disputes; acts of civil or military authorities or governmental actions; it being understood that the Calculation Agent shall use its best efforts to resume performance as soon as practicable under the circumstances.

9.                                       Any notice or other communication required to be given hereunder shall be delivered in person against written receipt, sent by letter or facsimile or communicated by telephone (subject, in the case of communication by telephone, to confirmation dispatched within two business days by letter or facsimile), in the case of the Company, to it at the address of the Company set forth in the heading of this Agreement, Attention: Paul Fisher, President, Facsimile: (630) 586-8010; in the case of the Calculation Agent, to it at the address set forth below; or, in any case, to any other address of which the party receiving notice shall have notified the party giving such notice in writing.

Calculation Agent:                                            SunTrust Bank
919 East Main Street
Richmond, Virginia 23219
Attention: Corporate Trust Department, Mail Code HDQ 5310
Telephone: (804) 782-5170
Facsimile ###-###-####

10.                                 This Agreement may be amended only by a writing duly executed and delivered by each of the parties signing below.

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11.                                 The provisions of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

12.                                 This Agreement may be executed in counterparts and the executed counterparts shall together constitute a single instrument.

13.                                 Except as provided herein, this Agreement is solely for the benefit of the parties hereto and their successors and assigns and no other person shall acquire or have any rights under or by virtue hereof (whether or not the Shares are issued).

14.                                 The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

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EXECUTION
VERSION

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the day and year first above written.