EXHIBIT 10.19


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



         This Second Amendment to the Prentiss Properties Trust Amended and
Restated Trustees' Share Incentive Plan (the "Plan") as amended by the First
Amendment to the Plan, dated effective as of October 23, 2002, hereby amends the
Plan as follows effective as of May 5, 2004:

         1. Section 2.01 which describes the maximum aggregate number of
            shares issuable under the Plan, is hereby amended by deleting
            the first sentence and inserting in its place the following
            sentence:

            "The total number of Shares that may be issued pursuant to
            Awards granted hereunder shall not exceed in the aggregate the
            sum of 350,000 Shares plus the number of Shares which, as of
            the Effective Date, remain available for issuance under the
            Prior Plan."

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

Dated:  May 5, 2004



                                      PRENTISS PROPERTIES TRUST




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