Separation Agreement - Equity Office Properties Trust and Timothy H. Callahan


                                  June 24, 2002

VIA MESSENGER
PERSONAL AND CONFIDENTIAL

Mr. Timothy H. Callahan

Dear Tim:

         This letter agreement ("Letter Agreement") confirms our recent
discussions regarding your separation of employment from EOP Operating Limited
Partnership and Equity Office Properties Trust (collectively the "Company").
This Letter Agreement sets out the arrangements we discussed.

1.       Separation from Employment

         Your separation from active employment with the Company, and your
resignation as a director and officer of the Company and its affiliated entities
was effective April 18, 2002, your last day of active employment. However, you
have been on an inactive, unpaid leave-of-absence status beginning April 18,
2002 and extending through June 30, 2002. Your last day on inactive status, June
30, 2002, will be your separation date ("Separation Date"). As of April 18,
2002, you had no further duties or work and the Company no longer authorized you
to incur any expenses, obligations or liabilities on behalf of the Company. The
Company shall provide to you normal benefits of employment in accordance with
its established plans, policies and procedures while you are on inactive, unpaid
leave-of-absence, but you shall not be eligible to accrue additional paid leave
time or vacation after April 18, 2002. Moreover, except as otherwise provided in
this Letter Agreement, the Company's established plans and procedures shall
govern any benefit continuation or conversion rights. Enclosed as Attachment 1,
and incorporated herein, is an Employee Benefits Summary that summarizes your
benefits upon separation regardless whether you execute this Letter Agreement
and Waiver and Release Agreement ("Release") as provided in Paragraph 2 below.

2.       Separation Pay and Separation Benefits

         On the condition that (i) on or before 5:00 p.m., Wednesday, June 26,
2002 you sign, date and return to Stanley M. Stevens in our office two (2)
copies of this Letter Agreement, (ii) on or within three (3) days after your
June 30, 2002 Separation Date you sign, date and return to Stanley M. Stevens
the Release attached hereto as Attachment 2, and incorporated herein (the date
of such timely delivery, if it occurs, is herein referred to as the "Delivery
Date"), and (iii) you comply with your obligations set forth in this Letter
Agreement and Release and do not revoke the Release during the revocation period
described in Paragraph 9 of the Release, in addition to whatever paid time off
and grandfathered vacation time that you are due for active service through
April 18, 2002, the Company will provide you the following separation pay and
separation benefits:









         -        (a) Separation pay shall consist of the gross amount of One
                  Million Seven Hundred Thousand Dollars ($1,700,000.00)
                  consisting of the sum of fifty-two (52) weeks of base salary
                  ($850,000.00), plus one annual target bonus ($850,000.00) to
                  be paid in equal installments over eighteen (18) months in
                  accordance with the Company's regular payroll payment schedule
                  commencing as soon as practicable following the Effective Date
                  (defined in subparagraph (b) below), but in no event later
                  than fifteen (15) days following the Effective Date. No other
                  bonus or other payment or benefits shall be available or
                  payable, except as provided in this Letter Agreement. In lieu
                  of the foregoing installment payments, you may elect in
                  writing to Stanley M. Stevens by July 10, 2002 to have your
                  separation pay paid in a single lump sum payment equal in
                  amount to the present value of the foregoing installment
                  payments discounted at a rate of four percent (4%) per annum.
                  The single lump sum payment, if so elected, shall be paid as
                  soon as practicable, but in no event later than fifteen (15)
                  days following the Effective Date.

         -        (b) Effective as of the first business day following the
                  expiration of the revocation period in Paragraph 9 of the
                  Release (the "Effective Date") and in lieu of any and all
                  prior, existing or future rights to vesting under the Company
                  share option grants and agreements and restricted share awards
                  provided to you:

                  (i)      You will be one hundred percent (100%) vested in all
                           your Company share option grants and agreements
                           (totaling 1,669,917 share options, comprising all
                           previously vested (1,054,000) and currently unvested
                           (615,917) options) with the right to exercise such
                           vested Company share option grants for the term of
                           each such respective Company share option grants and
                           agreements; and

                  (ii)     The Company will provide to you, in aggregate, shares
                           representing your beneficial, unrestricted ownership
                           as to Three Hundred Fifteen Thousand One Hundred and
                           Eleven (315,111) Equity Office Properties Trust
                           ("EOPT") common shares of beneficial interest in lieu
                           of, and in satisfaction of, all further rights to
                           previously vested or currently unvested EOPT shares
                           which were initially issued as restricted share
                           awards under the EOPT 1997 Share Option and Share
                           Award Plan (As Amended and Restated Effective July 1,
                           1997) ("Share Award Plan"). Satisfaction of delivery
                           as to the aforementioned EOPT shares shall occur
                           according and pursuant to the following schedule:

                                    (I) One Hundred Seventy One Thousand Two
                                    Hundred and Fifty (171,250) EOPT shares,
                                    which have vested and you have previously
                                    transferred to the Equity Office
                                    Supplemental Retirement Savings Plan, dated
                                    effective November 1, 1997, as amended
                                    ("SERP"), shall remain in and otherwise be
                                    fully subject to the terms and conditions of
                                    the SERP while maintained therein; and

                                    (II) As to the remaining Four Hundred
                                    Nineteen Thousand Three Hundred and Six
                                    (419,306) unvested EOPT shares, the Company
                                    shall, in its sole and full discretion under
                                    the Share Award Plan, accelerate and vest
                                    One Hundred Forty Three Thousand Eight
                                    Hundred and Sixty One (143,861) of said
                                    shares upon the Effective Date and cause
                                    said shares to be transferred into your SERP
                                    account as soon as practicable after the
                                    Effective Date, but in no event later than
                                    fifteen (15) days following the Effective
                                    Date. Upon transfer into the SERP, such
                                    shares shall otherwise become and remain
                                    fully subject to the terms and conditions of
                                    the SERP while maintained therein. The
                                    balance of the unvested







                                    EOPT shares, Two Hundred Seventy Five
                                    Thousand Four Hundred and Forty Five
                                    (275,445) EOPT shares, shall be forfeited.

                           Upon the completion of all actions contemplated in
                           the preceding subclauses (I) and (II) of this clause
                           (ii) and simultaneously therewith, all entitlement to
                           all restricted shares from your Company restricted
                           share awards heretofore made shall each become null,
                           void and of no further force of effect.

         You acknowledge that the foregoing separation pay and a portion of the
foregoing separation benefits are extra pay and benefits to which you are not
entitled under the Company's established policies, plans and procedures absent
your signing this Letter Agreement and the Release. You further acknowledge and
agree that the Company's offer and payment of such separation pay and separation
benefits to you and your signing of this Letter Agreement and the Release does
not in any way indicate that you have any viable claims against the Company or
its affiliates or that the Company or its affiliates has or admits any liability
to you whatsoever.

         The Company encourages and advises you to consult with your attorney at
your own expense prior to signing a copy of this Letter Agreement and the
Release. The terms of this Letter Agreement permit you at least twenty-one (21)
calendar days from the receipt of this Letter Agreement and the Release, to
consider signing the Letter Agreement and Release and seven (7) calendar days
after signing the Release to revoke the Release. You acknowledge that the
modifications reflected in this Letter Agreement and Release will not restart
the running of the twenty-one (21) calendar day period which commenced on June
5, 2002. Moreover, you acknowledge that you have been represented by your own
legal counsel with respect to this Letter Agreement and Release.

         The Company shall deduct from the separation pay and separation
benefits provided by this Letter Agreement and the Company's benefit plans, all
legally required taxes and any monies owed the Company. You shall have no duty
to mitigate in respect of any compensation you are receiving hereunder. In the
event that you die after the Effective Date but before receiving full payment of
separation pay under this Section 2, the Company shall pay the balance of the
separation pay to your estate. Your receipt of separation pay and separation
benefits payments under this Letter Agreement will not create an employment or
agency relationship with the Company.

3.       Company Property

         By or before your Separation Date, you agree to return to the Company
all files, records, documents, reports, and other business equipment, keys,
credit cards, and other physical or Company personal property you possess or
control and you further agree that you will not keep, transfer or use any copies
or excerpts of the foregoing items. Notwithstanding the preceding sentence, you
will be allowed to retain for your personal use and ownership your
Company-provided laptop computer and personal data assistant (PDA) device,
provided all Company proprietary and confidential information, as described in
Paragraph 4 below, has been removed from such equipment prior to its final
release to you.

         However, you will have continued use of your Company voicemail until
your Separation Date. It is understood that you will forward all voicemails
concerning the Company business to the undersigned.









4.       Confidentiality/Nonsolicitation

         You agree from and after today to keep strictly confidential the
existence and terms of this Letter Agreement and you further agree that you will
not disclose them to any person or entity, other than to your immediate family,
your attorney, and your financial advisor, or except as the law may require or
your attorney may recommend to protect your legal interests to enforce this
Letter Agreement. The Company will keep strictly confidential the existence and
terms of the Letter Agreement except to its employees on a "need-to-know" basis
and to its attorneys, accountants and except as the law may require.

         You further agree that from and after today you shall not take any
actions or make any statements to the public, future employers, current, former
or future Company employees, or any other third party whatsoever that disparage
or reflect negatively on the Company and/or its affiliates, its and/or their
officers, trustees, directors, or employees. This will not preclude you from
providing truthful statements if called to testify under oath in any legal
proceeding.

         In the course of your employment with the Company, you received
proprietary and confidential information. Proprietary and confidential
information includes the Company's unique plans and strategies, including its
business strategies; potential acquisition, merger or investment candidates;
operating procedures and programs; Equity Office manuals and training materials;
lists of prospective tenants or prospective sellers or purchasers of real
estate; lists of or information regarding customers, brokers or prospects;
offers to sell, exchange, purchase, rent or lease real estate; any appraisal or
other technical data regarding real estate; lists of real estate for purchase,
sale, rent or lease; and "material information" as defined by securities laws
and other information that the Illinois Trade Secrets Act protects. These
restrictions apply whether the information is written, electronic, or simply
personal knowledge. Thus, while you may engage in activities for other
businesses, except as limited herein, including Company competitors, and may
make use of general knowledge you have acquired in running a similar business,
you must be careful not to use the Company's proprietary and confidential
information. For this purpose, proprietary and confidential information does not
include information which is or becomes already known to the person(s) to whom
you would discuss it through no fault of your own or to information which is in
the public domain. You agree that you will hold and maintain all such
information in confidence, and you will not use it in any manner whatsoever or
disclose any such information to any third party except (a) with the prior
written consent of the Company's Chief Legal Counsel, or (b) as the law may
require provided you furnish written notice to the Company's Chief Legal Counsel
prior to disclosing the information.

         You also agree that during your inactive, paid leave of absence period
and for a one (1) year period following your Separation Date, without the prior
express written consent of the Company's Chief Legal Counsel, (i) you will not
directly or indirectly hire away nor participate nor assist in the hiring away
of any employee of the Company and (ii) you will not solicit nor encourage any
Company employee to leave the employ of the Company.

         You acknowledge that the provisions of this Paragraph 4 are reasonable
and not unduly restrictive of your individual rights and you warrant that as of
the date you sign this Letter Agreement you have not breached any of the
provisions of Paragraph 4. You further acknowledge that in the event that you
breach any of the provisions of Paragraph 4, such breach







will result in immediate and irreparable harm to the business and goodwill of
the Company and that damages, if any, and remedies at law for such breach would
be inadequate. The Company shall, therefore, be entitled to apply for and
receive from any court of competent jurisdiction an injunction to restrain any
violation of Paragraph 4 by you, an award of attorneys' fees and costs
associated with such action, and such further relief as the court may deem just
and proper.

5.       Dispute Resolution

         Except with respect to an application by the Company or its affiliates
to a court of competent jurisdiction to enforce Paragraph 4 above, the parties
agree to attempt to promptly resolve amongst themselves any other dispute
arising out of this Letter Agreement or the Release. In the event the parties
cannot resolve any such dispute(s) after a good faith effort to do so, the
parties agree that they will initiate binding confidential arbitration as the
means to resolve their dispute(s). Such arbitration will be conducted in
Chicago, Illinois in accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association (the "AAA");
provided, one neutral arbitrator shall be chosen in accordance with AAA rules to
arbitrate any such dispute. The parties irrevocably consent to such jurisdiction
for purposes of said arbitration, and judgment may be entered thereon in any
state or federal court in the same manner as if the parties were residents of
the state or federal district in which said judgment is sought to be entered.
The arbitrator shall charge the reasonable attorneys' fees, expenses and costs
of the substantially prevailing party to the other party, but in an amount not
to exceed one-half of the value of the award if there is one.

6.       Cooperation

         You agree from and after your Separation Date to make yourself
available to the Company to provide reasonable cooperation and assistance to the
Company with respect to areas and matters in which you were involved during your
employment, including any threatened or actual litigation concerning the Company
(including, without limitation, attendance at out-of-town proceedings for which
the Company may require travel), and to provide to the Company, if requested,
information and counsel relating to the Company business matters you were
involved with during the course of your employment with the Company. The Company
agrees to directly pay or reimburse you within seven (7) days for the actual
expenses you incur (including reasonable travel expenses) as a result of your
complying with this provision, provided you submit proper documentation of the
expenses you incur as reasonably required by the Company.

         You further agree upon request by the Company to transfer any
non-economic interests you maintain in entities created by virtue of your
employment relationship with the Company or its affiliates, including, but not
limited to NYCCA Non-Managing Member, Inc. You agree that a portion of the
separation pay payable to you in accordance with Paragraph 2 shall serve as
consideration for such transfers by you.

7.       Indemnification

         The Company acknowledges and agrees that you are covered by that
certain Indemnification Agreement, dated October 9, 1996, between you and the
Company.









8.       General Matters

         You acknowledge and agree that in signing this Letter Agreement and the
Release you do not rely and have not relied on any representation or statement
by the Company or by its trustees, employees, agents, representatives, or
attorneys with regard to the subject matter, basis or effect of this Letter
Agreement and the Release.

         This Letter Agreement and the Release shall be deemed a contract made
under, and for all purposes to be governed by and construed in accordance with,
the laws of the State of Illinois, without reference to principles of conflicts
of laws, except to the extent superseded by applicable federal law. The captions
are utilized for convenience only, and do not operate to explain or limit the
provisions of this Letter Agreement.

         You acknowledge and agree that if any provision of this Letter
Agreement or the Release is found, held or deemed by the arbitration and/or a
court of competent jurisdiction to be void, unlawful or unenforceable under any
applicable statute or controlling law, the remainder of this Letter Agreement
and the Release shall continue in full force and effect.

         This Letter Agreement will be binding upon and inure to the benefit of
you and your beneficiaries, heirs, executors, successors and assigns and the
Company, its affiliates, subsidiaries, successors and assigns.

         Any notice to be given by one party hereunder to another shall be in
writing and shall be delivered personally, by recognized national overnight
courier service, or United States registered or certified mail, postage prepaid,
return receipt requested, and addressed to:

         If to the Company:      Equity Office Properties Trust
                                 Two North Riverside Plaza, Suite 2100
                                 Chicago, Illinois 60606-270
                                 Attn: Stanley M. Stevens - Chief Legal Counsel

         If to you:              Timothy H. Callahan
                                 281 Roger Williams
                                 Highland Park, IL 60035

         The language of all parts of this Letter Agreement and the Release
shall in all cases be construed as a whole, according to its fair meaning, and
not strictly for or against either party. The provisions of this Letter
Agreement and the Release shall survive any termination of this Letter Agreement
and the Release when necessary to effect the intent and terms of this Letter
Agreement and the Release expressed herein.

         This Letter Agreement and the Release contain the entire agreement
between you and the Company with respect to the matter of your separation from
employment. No modification of any provision of this Letter Agreement or the
Release shall be effective unless made in writing and signed by you and me or
the Company's Chief Legal Counsel. You may not assign this Letter Agreement and
Release and the Letter Agreement and Release each may be signed in multiple
counterparts, each of which shall be deemed an original for all purposes.









         Should you require further clarification of any aspect of the above
arrangements, or wish to discuss their implementation, please contact Stanley M.
Stevens or me.

         Please indicate your agreement and acceptance of these provisions by
signing and dating the enclosed two (2) copies of this Letter Agreement and,
thereafter, the Release and returning them to Stanley M. Stevens at the above
address. The Company will return to you a fully executed Letter Agreement and,
thereafter, the Release for your records. Following your acceptance, the
arrangements will be implemented and administered as described herein.

         So that there is no misunderstanding, please understand that if for any
reason Stanley M. Stevens does not receive the signed copies of this Letter
Agreement and Release from you on a timely basis as described in Paragraph 2
above, unless otherwise agreed in writing by Mr. Stevens, or if you exercise
your right to revoke the Release within seven (7) days after signing as provided
therein, the proposed separation pay and separation benefits described in this
Letter Agreement will be deemed to be withdrawn.

                                Sincerely yours,

                                EQUITY  OFFICE  PROPERTIES TRUST


                                By  /s/ LAWRENCE J. KREMA
                                   ------------------------------------------
                                     Lawrence J. Krema
                                     Senior Vice President -- Human Resources


AGREED AND ACCEPTED:

/s/ TIMOTHY H. CALLAHAN
------------------------------------
Timothy H. Callahan

          6/26/02
------------------------------------
Date

cc:      Stanley M. Stevens, Esq.










                                                                    ATTACHMENT 1

                        COMPANY EMPLOYEE BENEFITS SUMMARY

         The following is a summary of your standard Company benefits. Please
note that in the event of any difference between this summary and the actual
benefit plan document or policies, the actual benefit plan documents or policies
shall control.

         In general, all benefits end on your Separation Date. However, you have
the opportunity to continue some benefits as described below. If you have any
questions, please contact Rich Gurgul in human resources at (312) 466-3185.

                      HEALTH CARE COVERAGE: Upon your separation, COBRA permits
                           you to continue your health care coverage. Shortly
                           after you lose coverage under the health plan as a
                           result of your employment separation, you will
                           receive a notice that explains your COBRA rights. If
                           you decide to elect COBRA continuation coverage, you
                           will be responsible for the full COBRA premium if you
                           wish to continue your COBRA coverage. Please note,
                           after your Separation Date, the Company will no
                           longer deduct your health insurance contribution from
                           your pay. If you elect COBRA coverage, CIGNA's COBRA
                           administrators will send you a monthly bill for
                           premium payment. You may direct any questions
                           concerning costs to Kim Johnson. You will receive
                           correspondence regarding your COBRA rights shortly
                           after your Separation Date.

                      401(k) PLAN: If you are enrolled in the Equity Office
                           Properties Trust Retirement Savings Plan, you must
                           contact The 401 (k) Company at (800) 777-4015. The
                           letter and form you receive from The 401(k) Company
                           will detail your distribution options.

                      LIFE INSURANCE: Your life insurance ends on your
                           Separation Date. You may apply to the CIGNA Insurance
                           Company for a personal life insurance conversion
                           policy without submitting proof of insurability. You
                           must apply for this policy in writing no later than
                           31 days after your Separation Date. The amount of
                           your premium depends on your age, risk class, policy
                           form and amount of coverage. To obtain a personal
                           policy conversion form, contact Diane Rohlfs in human
                           resources at (312) 466-3520. You may also contact
                           CIGNA at 1-800-423-1282.

                      LONG TERM DISABILITY: Long Term Disability Insurance
                           ("LTD") coverage ends on your Separation Date.
                           However, your employment termination will not affect
                           your right to receive benefits for a period of
                           disability that began while you were insured as an
                           active employee. The period of disability includes
                           the benefits waiting period of one-hundred eighty
                           (180) continuous days of disability required before
                           LTD benefits become payable. You should refer to the
                           LTD Summary Plan Description for more information on
                           the terms, limitations, exclusions and deductions
                           applicable to the LTD plan.

                      SHORT TERM DISABILITY: Short Term Disability Insurance
                           ("STD") coverage ends on your Separation Date.

                      PAID-TIMEOFF ("PTO") DAYS : The Company will pay you for
                           all PTO days that you earned but did not use through
                           your Separation Date. The Company will pay you for
                           your unused PTO days as soon as practicable after
                           your Separation Date. According to the Company's
                           personnel records, you have no unused PTO days.

                      GRANDFATHER VACATION AND GRANDFATHER SICK DAYS: You will
                           receive payment for any earned but not used
                           Grandfather Vacation days as soon as practicable
                           after your Separation Date.







                           You will not receive payment for any earned but not
                           used Grandfather Sick days as of your Separation
                           Date.

                      SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN: The vested
                           portion of your account will be issued and paid to
                           you according to your distribution election, subject
                           to income-tax withholding by the Company on the
                           distributed funds.









                                                                    ATTACHMENT 2

                         EQUITY OFFICE PROPERTIES TRUST/
                        EOP OPERATING LIMITED PARTNERSHIP
                          WAIVER AND RELEASE AGREEMENT

1. In consideration for my election to receive the separation pay and separation
benefits described in the Letter Agreement dated June 5, 2002 ("Letter
Agreement"), I, TIMOTHY H. CALLAHAN, on behalf of myself and my heirs,
executors, administrators, attorneys and assigns, hereby waive, release and
forever discharge EQUITY OFFICE PROPERTIES TRUST ("EOPT") together with EOPT's
trustees, subsidiaries, divisions and affiliates (including, without limitation,
EOP Operating Limited Partnership) (EOPT and EOP Operating Limited Partnership
collectively herein referred to as the "Company"), whether direct or indirect,
its and their joint ventures and joint venturers (including each of their
respective directors, trustees , officers, employees, shareholders, partners and
agents, past, present, and future), and each of its and their respective
successors and assigns (hereinafter collectively referred to as "Releasees"),
from any and all known or unknown actions, causes of action, claims or
liabilities of any kind which have or could be asserted against the Releasees
arising out of or related to my employment with and/or separation from
employment and all other positions with the Company and/or any of the other
Releasees and/or any other occurrence up to and including the date of this
Waiver and Release Agreement ("Release"), including but not limited to:

         -        (a) claims, actions, causes of action or liabilities arising
                  under Title VII of the Civil Rights Act, as amended, the Age
                  Discrimination in Employment Act, as amended (the "ADEA"), the
                  Employee Retirement Income Security Act, as amended, the
                  Rehabilitation Act, as amended, the Americans with
                  Disabilities Act, as amended, the Family and Medical Leave
                  Act, as amended, the Illinois Human Rights Act, and/or any
                  other federal, state, municipal, or local employment
                  discrimination statutes or ordinances (including, but not
                  limited to, claims based on age, sex, attainment of benefit
                  plan rights, race, religion, national origin, marital status,
                  sexual orientation, ancestry, harassment, parental status,
                  handicap, disability, retaliation, and veteran status); and/or

         -        (b) claims, actions, causes of action or liabilities arising
                  under any other federal, state, municipal, or local statute,
                  law, ordinance or regulation; and/or

         -        (c) any other claim whatsoever including, but not limited to,
                  claims for severance pay, claims based upon breach of
                  contract, wrongful termination, defamation, intentional
                  infliction of emotional distress, tort, personal injury,
                  invasion of privacy, violation of public policy, negligence
                  and/or any other common law, statutory or other claim
                  whatsoever arising out of or relating to my employment with
                  and/or separation from employment with the Company and/or any
                  of the other Releasees,

but excluding any rights provided under and claims to enforce the Letter
Agreement, the filing of an administrative charge of discrimination, any claims
which I may make under state workers' compensation or unemployment laws, and/or
any claims which by law I cannot waive.









2. I also agree never to sue any of the Releasees or become party to a lawsuit
on the basis of any claim of any type whatsoever arising out of or related to
the claims released above, other than a lawsuit to challenge this Release under
the ADEA.

3. I further acknowledge and agree that if I breach the provisions of paragraph
(2) above, then, to the fullest extent permitted by law, (a) the Company shall
be entitled to apply for and receive an injunction to restrain any violation of
paragraph (2) above, (b) the Company shall not be obligated to continue payment
of the Letter Agreement separation pay and separation benefits to me, (c) I
shall be obligated to pay to the Company its costs and expenses in enforcing
this Release and defending against such lawsuit (including court costs, expenses
and reasonable legal fees), and (d) as an alternative to (c), at the Company's
option, I shall be obligated upon demand to repay to the Company all but $25,000
of the Letter Agreement separation pay and separation benefits paid to me. I
further agree that the foregoing covenants in this paragraph (3) shall not
affect the validity of this Release and shall not be deemed to be a penalty nor
a forfeiture.

4. To the extent permitted by law, I further waive my right to any monetary
recovery should any federal, state, or local administrative agency or any other
person or entity pursue any claims on my behalf arising out of or related to any
of the claims released above.

5. To the extent permitted by law, I further waive, release, and discharge
Releasees from any reinstatement-rights which I have or could have and I
acknowledge that I have not suffered any on-the-job injury for which I have not
already filed a claim.

6. I further agree that if I breach the Confidentiality/Nonsolicitation
provisions of the Letter Agreement, then, to the fullest extent permitted by
law, (a) the Company shall be entitled to apply for and receive an injunction to
restrain such breach, (b) the Company shall not be obligated to continue payment
of the Letter Agreement separation pay and separation benefits to me, and (c) I
shall be obligated to pay to the Company its costs and expenses in enforcing the
Confidentiality/Nonsolicitation provisions of the Letter Agreement (including
court costs, expenses and reasonable legal fees).

7. I also understand that the Letter Agreement separation pay and a portion of
the separation benefits, which I will receive in exchange for signing the Letter
Agreement and this Release, are in addition to anything of value to which I
already am entitled.

8. I FURTHER UNDERSTAND THAT THIS RELEASE INCLUDES A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS TO DATE.

9. I acknowledge that I have had at least twenty-one (21) calendar days after
the receipt of this Release to consider signing this Release. In addition, I
have seven (7) calendar days after signing this Release to revoke it, in which
case this Release and the Letter Agreement will be null and void. Any such
revocation must be in writing and be submitted to Stanley M. Stevens, the
Company's Chief Legal Counsel, within such seven (7) day period. I understand
that if I sign this Release and do not revoke it within seven (7) calendar days
after signing, this Release and the Letter Agreement will become fully effective
and enforceable.

10. I further acknowledge and agree that I have carefully read and fully
understand all of the provisions of this Release and that I have been advised to
obtain or have obtained representation by







counsel in connection with my execution of the Letter Agreement and this Release
and that my execution of the Letter Agreement is voluntary and that I have
voluntarily executed this Release by signing below.

11. I acknowledge and agree that if any provision of this Release is found, held
or deemed by a court of competent jurisdiction to be void, unlawful or
unenforceable under any applicable statute or controlling law, the remainder of
this Release shall continue in full force and effect.

12. This Release is deemed made and entered into in the State of Illinois
without giving effect to is choice of laws provisions, and in all respects shall
be interpreted, enforced and governed under applicable federal law and in the
event reference shall be made to State law, the internal laws of the State of
Illinois.

                                --------------------------------------
                                          Timothy H. Callahan


                                --------------------------------------
                                                (Date)


                                PLEASE RETURN TO:

                                Stanley M. Stevens
                                Chief Legal Counsel
                                Equity Office Properties Trust
                                Two North Riverside Plaza, Suite 2100
                                Chicago, Illinois 60606