X0201 4 2003-09-05 0 0001011699 PRENTISS PROPERTIES TRUST/MD PP 0001111642 PRENTISS MICHAEL V 3890 WEST NORTHWEST HIGHWAY SUITE 400 DALLAS, TX 752205166 1 0 0 1 Chairman of the Board Common Shares of Beneficial Interest(CommonShares) 2003-09-05 5 M 0 66667 23.6250 A 1357280 D Common Shares of Beneficial Interest(CommonShares) 2003-09-05 5 M 0 150000 23.8125 A 1507280 D Common Shares of Beneficial Interest(CommonShares) 2003-09-05 5 F 0 166763 31.0000 D 1340517 D Common Shares of Beneficial Interest(CommonShares) 916180 I By Trust Options 23.6250 2003-09-05 5 M 0 66667 0 D 1998-05-06 2007-05-06 Common Shares 66667 0 D Options 23.8125 2003-09-05 5 M 0 150000 0 D 2001-05-26 2010-05-26 Common Shares 150000 0 D Options 19.9375 2001-03-01 2010-03-01 Common Shares 25000 25000 D Redeemable Units of limited partnership interest 1998-10-22 2050-12-31 Common Shares 262733 262733 D Redeemable Units of limited partnership interest 1998-10-22 2050-12-31 Common Shares 333387 333387 I By Trust Represents 166,763 Common Shares withheld by the Company to satisfy the option exercise price and payroll tax withholding obligation due upon the exercise of options held by Mr. Prentiss. These shares were then placed in treasury. The Company retained the remaining balance of the Common Shares (49,904 Common Shares) in its Deferred Compensation Plan for the benefit of Mr. Prentiss. Mr. Prentiss' indirect position includes a) 33,983 shares owned through the Company's KEYSOP Deferred Compensation Plan. Only the Trustee, Merrill Lynch, has authority to vote the shares; b) 22,225 Common Shares owned by the Prentiss Foundation, a foundation established by Mr. Prentiss, of which Mr. Prentiss disclaims beneficial ownership; and c) 916,180 Common Shares owned by certain Grantor Retained Annuity Trusts established by Mr. Prentiss, of which Mr. Prentiss disclaims beneficial ownership. Options will become exercisable for one-third of the Common Shares 03/01/01, 03/01/02 and for the balance of the covered Common Shares on 03/01/03. Each Unit may be redeemed for one Common Share. Each Unit may be redeemed for one Common Share. Includes Units redeemable for 333,387 Common Shares which are held in a trust of which Mr. Prentiss is not a trustee, and of which Mr. Prentiss disclaims beneficial ownership. By: Gregory S. Imhoff (POA on File) 2003-09-08