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Definitive Proxy Statement

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Date Filed:

Meeting Type:         Annual

For holders as of:   March 9, 2010

Date:    May 6, 2010   Time:  10:00 a.m. MDT

Location:    518 17th Street, Suite 800

   Denver, Colorado 80202

  ATTN: INVESTOR RELATIONS

  518 17TH STREET, SUITE 800

  DENVER, CO 80202

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

Proxy Materials Available to VIEW or RECEIVE:

NOTICE, PROXY STATEMENT FORM OF PROXY AND ANNUAL REPORT TO STOCKHOLDERS

How to View Online:

Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET:

www.proxyvote.com

2) BY TELEPHONE:

1-800-579-1639

3) BY E-MAIL*:

sendmaterial@proxyvote.com

*   If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 22, 2010 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the Meeting you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12 Digit Control Number available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items

The Board of Directors recommends that you vote FOR all nominees listed.

1.

The election of the following nominees as

directors (terms expire in 2011)

NOMINEES:

01)    Thomas G. Wattles

05)    John S. Gates, Jr.

02)    Philip L. Hawkins

06)    Tripp H. Hardin

03)    Phillip R. Altinger

07)    John C. O’Keefe

04)    Thomas F. August

08)    Bruce L. Warwick

The Board of Directors recommends you vote FOR proposals 2 and 3.

2.

To approve the DCT Industrial Trust Inc. Second Amended and Restated 2006 Long-Term Incentive Plan to, among other things, increase the number of shares of the Company’s common stock, $0.01 par value per share, reserved for issuance thereunder by 15,000,000 shares.

3.

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2010.

4.

At the discretion of such proxies on any other matter that properly may come before the meeting or any adjournment thereof.