ROSS Uses in COMPENSATION GROSS-UP Clause

COMPENSATION GROSS-UP

Digital Realty Trust, Inc. (the REIT) and Digital Realty, L.P. (the Operating Partnership and together with the REIT, the Company) are pleased to offer you the position of Executive Vice President, Telecommunications Infrastructure of the REIT and the Operating Partnership on the following terms, effective as of the date of the closing of the initial public offering of shares of the REITs common stock or such earlier date as may otherwise be mutually agreed to by you and the Company (the Effective Date):

COMPENSATION GROSS-UP. The amount of compensation payable to you pursuant to Sections 2 and 3 above will be grossed up as necessary (on an after-tax basis) to compensate for any duplicate social security withholding taxes due as a result of your shared employment by the Operating Partnership, the REIT and, if applicable, any subsidiary and/or affiliate thereof.