DCT Industrial Trust (DCT)

ITEM 11. EXECUTIVE COMPENSATION

Compensation of Executive Officers

We currently have no paid employees. Day-to-day management activities are performed by our advisor and related affiliates.

Our executive officers are all employees of our advisor. We do not pay any of these individuals cash compensation for serving in their respective positions. See “Item 13. Certain Relationships and Related Transactions” for a discussion of fees paid to our advisor and other affiliates.

Our executive officers qualify for our Employee Option Plan. However, since the plan’s inception through December 31, 2005, no option grants have been made to executive officers.

Compensation Committee Interlocks and Insider Participation

During 2005, the following directors served on our compensation committee: (1) Robert F. Masten, who resigned as an independent director and member of our compensation committee on July 19, 2005, (2) Bruce L. Warwick, who was duly nominated, voted and approved by our board as an independent director and member of our compensation committee on July 19, 2005, (3) James R. Mulvihill, and (4) Lars O. Soderberg. Mr. Mulvihill also served as our Treasurer and Chief Financial Officer. Mr. Soderberg subsequently resigned as an independent director and member of our compensation committee on January 6, 2006.

Compensation of Directors

During 2005, we paid each of our independent directors $5,000 per quarter plus $1,000 for each meeting attended. All directors received reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the board of directors. If a director also was an officer of Dividend Capital Trust, no separate compensation was paid for services rendered as a director.

We have also adopted the Independent Director Option Plan. We have reserved 300,000 shares of common stock for future issuance upon the exercise of stock options granted to the independent directors pursuant to our Independent Director Option Plan. As of December 31, 2005, there were 70,000 options outstanding under the Independent Director Option Plan.

4

Table of Contents

During 2005, 2004 and 2003, our independent directors earned compensation in the aggregate amount of $138,000, $152,000 and $22,500, respectively. Approximately $36,000, $36,000 and $15,000 was accrued as of December 31, 2005, 2004 and 2003, respectively, related to compensation to the independent board of directors.

ITEM 11. EXECUTIVE COMPENSATION

The information required for this Item is incorporated by reference from our definitive Proxy Statement to be filed in connection with our 2006 annual meeting of shareholders.