Supplemental Retirement Savings Plan - Equity Office Properties Trust and Equity Office Properties Management Corp.


                                  EQUITY OFFICE
                      SUPPLEMENTAL RETIREMENT SAVINGS PLAN

                           EFFECTIVE NOVEMBER 1, 1997









                                TABLE OF CONTENTS
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SECTION                                                                    PAGE
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ARTICLE 1.....................................................................1

   1.1 Purpose of Plan........................................................1

   1.2 Status of Plan.........................................................1

ARTICLE 2.....................................................................1

   2.1 Account................................................................1

   2.2 Change of Control......................................................1

   2.3 Code...................................................................2

   2.4 Compensation...........................................................2

   2.5 Credited Service.......................................................2

   2.6 Educational Account....................................................2

   2.7 Elective Deferral......................................................2

   2.8 Eligible Employee......................................................2

   2.9 Eligible Trustee.......................................................2

   2.10 Employee Effective Date...............................................2

   2.11 Employer..............................................................2

   2.12 Enrollment Form.......................................................2

   2.13 Entry Date............................................................2

   2.14 EOPMC.................................................................3

   2.15 EOPT..................................................................3

   2.16 Equity Office.........................................................3

   2.17 Extended Company......................................................3

   2.18 ERISA.................................................................3

   2.19 Funding Trust.........................................................3

   2.20 Funding Trustee.......................................................3

   2.21 Insolvent.............................................................3

   2.22 Matching Deferral.....................................................3

   2.23 Participant...........................................................3

   2.24 Plan..................................................................3

   2.25 Plan Administrator....................................................3

   2.26 Plan Year.............................................................4

   2.27 Qualified Plan........................................................4


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   2.28 Restricted Share........................................................4

   2.29 Share...................................................................4

   2.30 Share Appreciation Right................................................4

   2.31 Share Option............................................................4

   2.32 Share Deferral..........................................................4

   2.33 Total and Permanent Disability..........................................4

   2.34 Trustee Effective Date..................................................4

   2.35 Unforeseeable Emergency.................................................4

   2.36 Unrestricted Share......................................................4

ARTICLE 3.......................................................................5

   3.1 Satisfaction of Eligibility Requirements.................................5

   3.2 Commencement of Participation............................................5

   3.3 Continued Participation..................................................5

   3.4 Suspension of Participation..............................................5

ARTICLE 4.......................................................................5

   4.1 Elective Deferrals.......................................................5

   4.2 Share Deferrals..........................................................7

   4.3 Matching Deferrals.......................................................8

   4.4 Enrollment Forms.........................................................9

ARTICLE 5.......................................................................9

   5.1 Accounts.................................................................9

   5.2 Educational Account......................................................9

   5.3 Investments.............................................................10

ARTICLE 6......................................................................11

   6.1 General.................................................................11

   6.2 Change of Control.......................................................11

   6.3 Death or Disability.....................................................11

   6.4 Insolvency..............................................................11


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ARTICLE 7......................................................................12

   7.1 Election as to Time and Form of Payment.................................12

   7.2 Termination of Service..................................................14

   7.3 Death...................................................................14

   7.4 Withdrawal Due to Unforeseeable Emergency...............................14

   7.5 Withdrawal due to Educational Expense...................................15

   7.6 Other Withdrawals.......................................................15

   7.7 Forfeiture of Non-vested Amounts........................................16

   7.8 Taxes...................................................................16

ARTICLE 8......................................................................16

   8.1 Plan Administration and Interpretation..................................16

   8.2 Powers, Duties, Procedures, Etc.........................................17

   8.3 Information.............................................................17

   8.4 Indemnification of Plan Administrator...................................17

ARTICLE 9......................................................................17

   9.1 Amendments..............................................................17

   9.2 Termination of Plan.....................................................17

   9.3 Existing Rights.........................................................18

ARTICLE 10.....................................................................18

   10.1 No Funding.............................................................18

   10.2 Non-assignability......................................................18

   10.3 Limitation of Participant's Rights.....................................18

   10.4 Participants Bound.....................................................18

   10.5 Receipt and Release....................................................19

   10.6 Governing Law..........................................................19

   10.7 Headings and Subheadings...............................................19



                                       -4-



                                    ARTICLE 1
                                  INTRODUCTION

         1.1   PURPOSE OF PLAN

         Equity Office Properties Trust and Equity Office Properties Management
Corp. (collectively 'Equity Office') hereby adopt the Equity Office Supplemental
Retirement Savings Plan ('Plan') to provide a means by which members of the
Board of Trustees of Equity Office Properties Trust, individuals who are
employees of Equity Office and individuals who are employees of related
companies may elect to defer receipt of portions of their Compensation, to defer
income with respect to Unrestricted Shares, Restricted Shares, Share Options and
Share Appreciation Rights, and to save for their retirement and for the
education of their children.

         1.2   STATUS OF PLAN

         Except with respect to the participation of trustees, it is intended
that the Plan be 'a plan which is unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees' within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA, and that the Plan be interpreted and
administered consistent with that intent.

                                    ARTICLE 2
                                   DEFINITIONS

         Wherever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:

         2.1 ACCOUNT means, for each Participant, the account established for
his or her benefit under Section 5.1.

         2.2 CHANGE OF CONTROL means (i) the acquisition by any entity, person,
or group acting in concert of more than 50% of the outstanding Shares from the
holders thereof; (ii) a merger or consolidation of EOPT with one (1) or more
other entities as a result of which the ultimate holders of all outstanding
Shares immediately prior to such merger or consolidation hold less than 50% of
the shares of beneficial ownership of the surviving or resulting corporation; or
(iii) a direct or indirect transfer of substantially all of the property of EOPT
other than to an entity of which EOPT directly or indirectly owns at least 50%
of the shares of beneficial ownership.

                                       -5-




         2.3 CODE means the Internal Revenue Code of 1986, as amended from time
to time. Reference to any section or subsection of the Code includes reference
to any comparable or succeeding provisions of any legislation which amends,
supplements or replaces such section or subsection.

         2.4 COMPENSATION means cash compensation payable by an Employer (before
deductions) for service performed for the Employer that currently would be
includable in gross income and may consist of either the Participant's (i)
salary, (ii) commissions, and/or (iii) incentive pay. In the case of an Eligible
Trustee, 'Compensation' shall include Board and Committee fees paid in cash.

         2.5 CREDITED SERVICE means the Participant's Years of Credited Service
as calculated for purposes of the Qualified Plan.

         2.6 EDUCATIONAL ACCOUNT means an account established by a Participant
pursuant to Section 5.2, for the use described therein.

         2.7 ELECTIVE DEFERRAL means the portion of Compensation which is
deferred by a Participant under Section 4.1.

         2.8 ELIGIBLE EMPLOYEE means, as of the Employee Effective Date or,
subsequent thereto, one of the dates described in Section 3.1, those selected
employees of the Employer whose anticipated total annualized Compensation is not
less than $100,000.

         2.9 ELIGIBLE TRUSTEE means, as of the Trustee Effective Date or,
subsequent thereto, one of the dates described in Section 3.1, a member of the
Board of Trustees of EOPT who is not prevented from participating under the
terms governing his or her service on the Board, as determined by the Chief
Legal Counsel of EOPT.

         2.10 EMPLOYEE EFFECTIVE DATE means December 1, 1997.

         2.11 EMPLOYER means EOPMC, EOPT, or each other entity that is
affiliated with Equity Office, and that adopts the Plan with the prior written
consent of EOPT.

         2.12 ENROLLMENT FORM means the document or documents prescribed by the
Plan Administrator and pursuant to which a Participant may make elections to
defer Compensation and/or defer income with respect to Restricted Shares, Share
Options or Share Appreciation Rights, and related elections, hereunder.

         2.13 ENTRY DATE means (i) for 1998 Plan Year, January 1 and October 1;
(ii) for Plan Years beginning on or after January 1, 1999, March 1 and September
1 of each Plan Year; (iii) in the case of an individual who is then an Eligible
Employee, the Employee Effective Date; and (iv) in the case of an individual
described in clause (b)(iii) of Section 4.1, the date as of which his or her
Enrollment Form is effective, as described therein.

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         2.14 EOPMC means Equity Office Properties Management Corp., a Delaware
corporation, and any successor entity thereto.

         2.15 EOPT means Equity Office Properties Trust, a Maryland real estate
investment trust, and any successor thereto.

         2.16 EQUITY OFFICE means EOPT and EOPMC collectively.

         2.17 EXTENDED COMPANY means an Employer and any other entity so
designated by the Plan Administrator, but only if such other entity maintains a
non-qualified deferred compensation arrangement that provides that if an
employee terminates his or her employment with the entity and immediately accept
a position with Equity Office, his or her employment is not treated as having
terminated for purposes of distributions under such arrangement. The Plan
Administrator may change the entities designated as Extended Companies from time
to time as it deems appropriate.

         2.18 ERISA means the Employee Retirement Income Security Act of 1974,
as amended from time to time. Reference to any section or subsection of ERISA
includes reference to any comparable or succeeding provisions of any legislation
that amends, supplements or replaces such section or subsection.

         2.19 FUNDING TRUST means the grantor trust established by Equity Office
to hold assets contributed under the Plan.

         2.20 FUNDING TRUSTEE means the trustee or trustees under the Funding
Trust.

         2.21 INSOLVENT means, with respect to an Employer, either (i) the
Employer is unable to pay its debts as they become due, or (ii) the Employer is
subject to a pending proceeding as a debtor under the United States Bankruptcy
Code.

         2.22 MATCHING DEFERRAL means a contribution by an Employer for the
benefit of a Participant who is an Eligible Employee, as described in Section
4.3.

         2.23 PARTICIPANT means any individual who participates in the Plan in
accordance with Article 3.

         2.24 PLAN means the Equity Office Properties Trust and Equity Office
Properties Management Corp. Supplemental Retirement Savings Plan as provided
herein and as amended from time to time.

         2.25 PLAN ADMINISTRATOR means the Vice President-Human Resources and
Employee Development of EOPT and each other person, persons or entity designated
by EOPT to administer the Plan and to serve as the agent for the settlor of the
Funding Trust as contemplated by the agreement establishing the Funding Trust,
or an alternate designated by EOPT with respect to any matters relating solely
to the Plan Administrator as a Participant. If 

                                       -7-



no such person is so serving as the Vice President-Human Resources and Employee
Development at any time, EOPT shall be the Plan Administrator.

         2.26 PLAN YEAR means the 12-month period ending on December 31;
provided that the first Plan Year shall be the partial year November 1 through
December 31, 1997.

         2.27 QUALIFIED PLAN means the Equity Office Properties Trust Retirement
Savings Plan.

         2.28 RESTRICTED SHARE means a Share that is subject to a substantial
risk of forfeiture for purposes of Section 83 of the Code.

         2.29 SHARE means a share of beneficial interest, par value $ .01 per
share, of EOPT.

         2.30 SHARE APPRECIATION RIGHT means a right to share in the
appreciation of Shares granted by EOPT.

         2.31 SHARE OPTION means an option to purchase Shares granted by EOPT.

         2.32 SHARE DEFERRAL means the portion of a Share, Share Option or Share
Appreciation Right deferred by a Participant under Section 4.2.

         2.33 TOTAL AND PERMANENT DISABILITY means a physical or mental
condition that entitles a Participant to benefits under the Employer-sponsored
long-term disability plan in which he or she participates, as determined by the
Plan Administrator in its discretion.

         2.34 TRUSTEE EFFECTIVE DATE means January 1, 1998.

         2.35 UNFORESEEABLE EMERGENCY means an immediate and heavy financial
need resulting from any of the following:

         (a)      Expenses which are not covered by insurance and which the
                  Participant or his or her spouse or dependent has incurred as
                  a result of, or is required to incur in order to receive,
                  medical care;

         (b)      The need to prevent eviction of a Participant from his or her
                  principal residence or foreclosure on the mortgage of the
                  Participant's principal residence; or

         (c)      Any other circumstance that is determined by the Plan
                  Administrator, in the Plan Administrator's sole discretion, to
                  constitute an unforeseeable emergency that (i) is not covered
                  by insurance, (ii) cannot reasonably be relieved by the
                  liquidation of 

                                       -8-



                  the Participant's assets, and (iii) is consistent with the
                  intent of Treasury Regulation Section 1.457-2(h)(4).

         2.36 UNRESTRICTED SHARE means a Share that is not subject to a
substantial risk of forfeiture for purposes of Section 83 of the Code.

                                    ARTICLE 3
                                  PARTICIPATION

         3.1 SATISFACTION OF ELIGIBILITY REQUIREMENTS

         Prior to each Entry Date, the Plan Administrator shall determine in its
discretion the identity of those Eligible Employees and Eligible Trustees who
may commence their participation in the Plan as of such Entry Date. Prior to
each Plan Year, the Plan Administrator shall determine in its discretion the
identity of those Participants who may continue their participation in the Plan
for such Plan Year. The Plan Administrator will notify Eligible Employees and
Eligible Trustees of their eligibility to participate in the Plan and provide
them with an Enrollment Form. If the Plan Administrator determines that a
Participant currently making Elective Deferrals, Share Deferrals or Matching
Deferrals is not eligible to participate in the Plan as of an upcoming Plan Year
because he or she no longer satisfies the eligibility requirements described in
Section 2.8 or 2.9 (as applicable), the Participant will be subject to a
suspension of participation as described in Section 3.4 below.

         3.2 COMMENCEMENT OF PARTICIPATION

         An Eligible Employee or Eligible Trustee shall become a Participant in
the Plan on the first date as of which an Elective Deferral, Share Deferral, or
Matching Deferral is credited to his or her Account.

         3.3 CONTINUED PARTICIPATION

         Subject to Section 7.2, a Participant in the Plan shall continue to be
a Participant so long as any amount remains credited to his or her Account.

         3.4 SUSPENSION OF PARTICIPATION

         If, pursuant to Section 3.1, the Plan Administrator determines that an
active Participant no longer satisfies the eligibility requirements of Section
2.8 or 2.9 (as applicable), the Plan Administrator shall notify the Participant,
and the Participant's Elective Deferrals, Share Deferrals and Matching Deferrals
shall be suspended until the next following Entry Date as of which the
Participant again satisfies Section 2.8 or 2.9 (as applicable). If the Plan
Administrator, pursuant to Section 3.1, determines that the Participant again
satisfies the eligibility requirements of Section 2.8 or 2.9 (as applicable),
the Plan Administrator shall notify the Participant, and the Participant shall
be permitted to resume active participation in the Plan as of the next following
Entry Date in accordance with Article 4. Upon such resumption, EOPT may make
Matching Deferrals for such 

                                       -9-




Participant to make up for any Matching Deferrals not made while his or her
participation was suspended.

                                    ARTICLE 4
                     ELECTIVE, SHARE AND MATCHING DEFERRALS

         4.1 ELECTIVE DEFERRALS

         (a) From and after the Employee Effective Date (in the case of an
Eligible Employee) or the Trustee Effective Date (in the case of an Eligible
Trustee), an individual who is an Eligible Employee or Eligible Trustee may
elect to defer receipt of a whole percentage or whole dollar amount of the
Compensation otherwise payable to him or her, on and after a subsequent Entry
Date. For purposes of the foregoing, the Elective Deferral of each Eligible
Employee will equal the lesser of (i) the elected percentage of his or her
Compensation or elected dollar amount, as the case may be; or (ii) the entire
amount of his or her Compensation remaining after (A) all contributions that the
Eligible Employee has elected to make under all other retirement and welfare
benefit plans maintained by Equity Office have been deducted from his or her
Compensation, and (B) deductions from Compensation required by law, including
Social Security and Medicare taxes. An Eligible Employee or Eligible Trustee who
desires to elect such a deferral shall complete and file an Enrollment Form with
the Plan Administrator. Notwithstanding any provision of the Plan to the
contrary, as of an Entry Date that is not the first Entry Date of a Plan Year,
an Eligible Employee or Eligible Trustee may not reduce the percentage or dollar
amount elected for deferral.

         (b) Each Enrollment Form shall be effective as described in clauses
(i), (ii) (iii) and (iv) below.

                  (i)      An Enrollment Form with respect to salary and
                           commissions paid from and after the January 1
                           (effective January 1, 1999, March 1) Entry Date in
                           any Plan Year shall be filed on or before a deadline
                           established by the Plan Administrator for the
                           applicable Plan Year, but in no event later than the
                           December 31 that precedes the first day of such Plan
                           Year.


                  (ii)     An Enrollment Form filed with respect to salary and
                           commission paid from and after the October 1
                           (effective January 1, 1999, September 1) Entry Date
                           in any Plan Year shall be filed before the preceding
                           September 1 (effective January 1, 1999, on or before
                           the preceding June 1).


                  (iii)    Notwithstanding clauses (i) and (ii), in the case of
                           an individual who first becomes an Eligible Employee
                           or Eligible Trustee following the commencement of the
                           Plan Year, the Enrollment Form will be effective with
                           respect to salary, commissions and fees received


                                      -10-




                           after the date the Enrollment Form is filed, if it is
                           filed within 30 days after the date the individual
                           becomes an Eligible Employee or Eligible Trustee.

                  (iv)     An Enrollment Form with respect to incentive pay
                           shall be filed on or before October 1 of the Plan
                           Year preceding the Plan Year in which the incentive
                           pay is otherwise payable; provided that, in the case
                           of an individual who first becomes an Eligible
                           Employee after October 1 of any Plan Year, the
                           Enrollment Form will be effective if it is filed no
                           later than 30 days after he or she becomes an
                           Eligible Employee and before the start of the Plan
                           Year in which the incentive pay is otherwise payable.

                  (c) Except in the case of an Enrollment Form filed under
clause (b)(iv), above, each Enrollment Form shall be effective for all
Compensation to be paid to the Participant filing such Enrollment Form from and
after the Entry Date to which such Enrollment Form applies. An election to defer
salary or commissions also shall apply from and after subsequent Entry Dates
unless changed as provided herein, or until such time (if any) that the
Participant is suspended from the Plan, as provided under Section 3.4 or Section
7.6.

                  (d) A Participant who is an Eligible Employee and for whom a
deferral election is or will be effective as of a January 1 (effective January
1, 1999, March 1) Entry Date (or such later date permitted pursuant to clause
(b) (iii), above) may elect to have Elective Deferrals contributed pursuant to
this Plan transferred to the Qualified Plan as salary deferrals as of the end of
the Plan Year, if and to the extent allowable under the Qualified Plan. The Plan
Administrator shall direct the Funding Trustee to transfer such Elective
Deferrals as soon as possible after non-discrimination tests and other
compliance matters have been completed for the Qualified Plan for such Plan
Year. The Participant must submit an Enrollment Form indicating such election on
or before September 1 (effective January 1, 1999, June 1) of the Plan Year for
which it is effective. Such election shall be irrevocable for the Plan Year in
which it is made.

         4.2 SHARE DEFERRALS

                           (a) An individual who is an Eligible Employee or
Eligible Trustee and who has received (or is to receive) a Restricted Share,
Share Option or Share Appreciation Right or is to receive an Unrestricted Share
may elect to defer (i) with respect to an Unrestricted Share, the ownership
thereof; (ii) with respect to a Restricted Share, the ownership of the Share
when it is an Unrestricted Share; or (iii) with respect to the Share Option or
Share Appreciation Right, the ownership of the Shares or other proceeds of an
exercise thereof. An Eligible Employee or Eligible Trustee who desires to elect
a Share Deferral shall complete and file an Enrollment Form with the Plan
Administrator. Notwithstanding the foregoing, Board of Trustees or Board
Committee fees paid in Unrestricted Shares to Eligible Trustees for 1998 shall
be deferred. The Participant may also make an election, applicable if the
Funding Trustee receives and complies with a Participant's request to invest the
deferred amount in Shares, to have any dividends paid on 

                                      -11-




such Shares distributed to the Participant when received by the Funding Trustee;
provided that, in the absence of such an election, such dividends shall be
credited to his or her Account.

                  (b) An election to defer pursuant to paragraph (a) must be
made (i) with respect to an Unrestricted Share paid in connection with the
Participant's bonus, on or before October 1 of the Plan Year preceding the Plan
Year in which the Unrestricted Share is otherwise awarded; (ii) with respect to
any other Unrestricted Share, no less than six months before it is awarded or
sold to the Participant; (iii) with respect to a Restricted Share, at least 12
months before the date it would become an Unrestricted Share; or (iv) with
respect to a Share Option or Share Appreciation Right, at least six (6) months
prior to the date the Share Option or Share Appreciation Right is exercised, or
at such other time as the Plan Administrator may specify. Deferrals will only be
effective if the individual making the election is still an Eligible Employee or
Eligible Trustee (I) in the case of a deferral of an Unrestricted Share, on the
date such Share would otherwise be received by the Participant; (II) in the case
of a deferral of a Restricted Share, on the date such Share would become an
Unrestricted Share; or (III) in the case of a deferral of a Share Option or
Share Appreciation Right, on the date that a Share Option or Share Appreciation
Right is exercised.

                  (c) Except as provided in the last sentence of this paragraph,
the Funding Trustee shall not be required to hold on behalf of a Participant any
Unrestricted Share, Restricted Share, Share Option or Share Appreciation Right
deferred in accordance with paragraph (a) above. Instead, the Funding Trustee
shall credit to the Participant's Account an amount equal to (i) in the case of
an Unrestricted Share or Restricted Share, the fair market value thereof on the
date that the Share would otherwise be received by the Participant (or in the
case of a deferral of a Restricted Share elected after the Share has been
received, on the date that the Enrollment Form is received by the Plan
Administrator); and (ii) in the case of a Share Option or Share Appreciation
Right, the excess of the fair market value of the underlying Shares over the
exercise or base price thereof on the date of exercise. The Participant may
request, in accordance with Section 5.3, that amounts credited to his or her
Account following a Share Deferral be invested in Shares, provided that the
Funding Trustee shall have no obligation to comply with such request.
Notwithstanding the foregoing, in the case of an Unrestricted Share that is paid
to an Eligible Trustee as Board or Committee fees and automatically deferred as
described in paragraph (a), to the extent provided by the COC, the Funding
Trustee shall invest the resulting amount credited to the Participant's Account
in Shares.

         4.3 MATCHING DEFERRALS

                  (a) Not later than the latest date permitted by Section 404 of
the Code for matching contributions under the Qualified Plan with respect to
each Plan Year thereunder (or such later date that the need for a Matching
Deferral is determined), the Employer shall contribute a Matching Deferral to
the Account of each Participant who is an Eligible Employee, if required by the
next sentence. The Matching Deferral for each Eligible Employee for the Plan
Year shall equal the excess of (i) the amount, if any, by which the Eligible
Employee's matching contributions under the Qualified Plan were reduced because
of the operation of Section 401(m) of the Code, or because the amount of his or
her elective contributions to the Qualified Plan were 

                                      -12-




reduced by operation of Section 401(k)(3) of the Code (but considering all other
conditions, restrictions and provisions of the Code or the Qualified Plan); over
(ii) any amount paid to the Eligible Employee with respect to such Plan Year by
the Qualified Plan or the Employer to compensate or otherwise make up for such
reduction.

                  (b) Notwithstanding paragraph (a) above, a Matching Deferral
will be made for an Eligible Employee for a Plan Year only if the Eligible
Employee would have been eligible to receive allocation of a matching
contribution made under the Qualified Plan for such Plan Year.

         4.4 ENROLLMENT FORMS

         All Enrollment Forms filed pursuant to Article 4 shall be irrevocable
(i) with respect to Elective Deferrals under Section 4.1, except as provided
therein; and (ii) for Share Deferrals under Section 4.2, with respect to the
Unrestricted Share, Restricted Share, Share Option or Share Appreciation Right
subject thereto. Notwithstanding the foregoing, if a Participant incurs an
Unforeseeable Emergency, he or she may amend or revoke his or her Enrollment
Form (but only to the extent reasonably needed to relieve the Unforeseeable
Emergency) by filing a new Enrollment Form. Any Enrollment Form that amends or
revokes an Enrollment Form shall be effective as described in the first sentence
of this Section 4.4; provided that, if the Enrollment Form was previously
amended, the Participant will be entitled to further amend or revoke the
Enrollment Form if the Participant incurs an Unforeseeable Emergency.

                                    ARTICLE 5
                                    ACCOUNTS

         5.1 ACCOUNTS

         The Plan Administrator shall establish an Account for each Participant
reflecting Elective Deferrals, Share Deferrals and Matching Deferrals (if
applicable) made for the Participant's benefit together with any adjustments for
income, gain or loss and any payments from the Account. Elective Deferrals,
Share Deferrals and Matching Deferrals will be credited to the Account of each
applicable Participant as of the later of the date they are received by the
Funding Trustee or the date the Funding Trustee receives from the Plan
Administrator such instructions as the Funding Trustee may reasonably require to
allocate the amount received among the investments maintained by the Funding
Trustee. A Participant's Account shall also include any Educational Account
established pursuant to Section 5.2. As soon as practicable following the last
business day of each calendar quarter, the Plan Administrator (or its designee)
shall provide the Participant with a statement of such Participant's Account
reflecting the income, gains and losses (realized and unrealized), amounts of
deferrals and distributions with respect to such Account since the prior
statement.

                                      -13-




         5.2 EDUCATIONAL ACCOUNT

                  (a) An Eligible Employee may transfer any vested portion of
his or her Plan Account into an Educational Account in accordance with this
Section 5.2.

                  (b) An Educational Account may be established for any adopted
or natural-born child of an Eligible Employee in order to finance such child's
post-secondary undergraduate or graduate level education. An Eligible Employee
wishing to establish an Educational Account shall so notify the Plan
Administrator in writing, on a form prescribed by the Plan Administrator for
that purpose, no later than: (i) with respect to an Educational Account
established to finance a child's undergraduate education, the beginning of the
child's last full academic year of secondary education, or (ii) with respect to
an Educational Account established to finance a child's graduate education, the
beginning of the child's last full academic year of undergraduate education.

                  (c) The balance of an Eligible Employee's Educational Account,
adjusted for earnings, gains and losses, may be withdrawn by the Eligible
Employee on a quarterly basis to pay expenses related to tuition, books, lodging
and meals in connection with the undergraduate or graduate-level education (as
applicable) of the child with respect to whom the Account was established, to
the extent incurred at an accredited institution of higher learning; provided,
however, that lodging expenses incurred as a result of the child's residence in
a home owned directly or indirectly by the Eligible Employee or a member of his
or her family shall not be reimbursed. Distribution of the balance of an
Educational Account shall be governed by Section 7.5.

         5.3 INVESTMENTS

                  (a) The assets of the Funding Trust shall be invested in such
investments as the Funding Trustee shall determine. The Funding Trustee may (but
is not required to) consider the Employer's or a Participant's investment
preferences when investing the assets attributable to a Participant's Account.
All Elective Deferrals contributed pursuant to the Plan by Eligible Trustees
shall be invested in Shares; provided that, if amounts contributed by a
Participant who is an Eligible Trustee are being distributed in installments,
then the Account of such Participant shall be subject to the first two (2)
sentences of this paragraph (a).

                  (b) EOPT may, at its discretion, provide the Funding Trustee
with the opportunity to purchase Shares at a discounted price on behalf of one
(1) or more Eligible Employees and/or Eligible Trustees, subject to conditions
established by EOPT (which may include the condition that any such Eligible
Employee has surrendered other similar opportunities to purchase Shares). If the
Employer provides such opportunity, it will either sell such common Shares
directly to the Funding Trustee or make cash contributions as necessary to
permit the Funding Trustee to buy such Shares on the open market or from other
sources. The Plan Administrator may impose restrictions on the purchase of
Shares in accordance with the Securities Act of 1933 and/or the Securities
Exchange Act of 1934.

                  (c) Subject to paragraph (a) above, a Participant may request
that the Funding Trustee hold the following types of investments in such
Participant's Account:

                           (i) Mutual funds (load or no-load)

                                      -14-




                           (ii) Securities traded on the NASDAQ national market
                  or a national securities exchange.

                  (d) Expense charges for transactions performed for each
Participant's Account shall be paid from each respective Account and will be
listed on the quarterly statement for such Account. Other Plan charges and
administrative expenses will be paid by the Employer.

                                      -15-




                                    ARTICLE 6
                                     VESTING

         6.1 GENERAL

                  (a) A Participant shall at all times have a fully vested and
nonforfeitable right to all Elective Deferrals credited to his or her Account,
adjusted for income, gain and loss attributable thereto.

                  (b) A Participant shall become vested in the portion of his or
her Account derived from a Share Deferral credited to his or her Account
attributable to a Restricted Share, adjusted for income, gain and loss
attributable thereto, at the same time that such Restricted Share would have
become a Share that was not a Restricted Share.

         A Participant shall at all times have a fully vested and nonforfeitable
right to all Share Deferrals credited to his or her Account and attributable to
Unrestricted Shares, Share Options or Share Appreciation Rights.

                  (c) Subject to earlier vesting as provided in Sections 6.2,
6.3 and 6.4, a Participant shall become vested in the portion of his or her
Account attributable to Matching Deferrals credited to his or her Account,
adjusted for income, gain and loss attributable thereto, based on his or her
years of Credited Service in accordance with the following schedule:




         YEARS OF CREDITED SERVICE         VESTED PERCENTAGE
         -------------------------         -----------------
                                        
                    0-1                           0%
                     2                            25%
                     3                            50%
                     4                            75%
                     5                           100%


         6.2 CHANGE OF CONTROL

         A Participant who is then in the employ of the Employer shall become
fully vested in his or her Account immediately prior to a Change of Control of
his or her Employer.

         6.3 DEATH OR DISABILITY

         A Participant shall become fully vested in his or her Account
immediately prior to termination of the Participant's employment by reason of
the Participant's death or Total and Permanent Disability.

         6.4 INSOLVENCY

         A Participant who is then in the employ of the Employer shall become
fully vested in his or her Account immediately prior to his or her Employer's
becoming Insolvent, in which case the Participant will have the same rights as a
general creditor of the Employer with respect to his or her Account balance.

                                      -16-



                                    ARTICLE 7
                                    PAYMENTS

         7.1 ELECTION AS TO TIME AND FORM OF PAYMENT

                  (a) A Participant may specify a distribution date applicable
to his or her Elective Deferrals, vested Share Deferrals and vested Matching
Deferrals in accordance with the following:

                           (i)   A Participant may specify (on the first
                                 Enrollment Form used under Section 4.1, 4.2 or,
                                 if filed earlier, on a special Enrollment Form
                                 filed on or before September 1 (effective
                                 January 1, 1999, June 1, of a Plan Year for
                                 Matching Deferrals under Section 4.3 with
                                 respect to such Plan Year) the date or age at
                                 which all Elective Deferrals, vested Share
                                 Deferrals and vested Matching Deferrals
                                 described in the last sentence of this
                                 subparagraph (i), adjusted for earnings, gains
                                 and losses attributable thereto, will be paid
                                 or commence to be paid to the Participant. Such
                                 specified date shall not be earlier than the
                                 January 1 that is at least one year after the
                                 Plan Year subject to such Enrollment Form and
                                 shall apply to all Elective Deferrals, vested
                                 Share Deferrals and vested Matching Deferrals
                                 for (A) the Plan Year for which the Enrollment
                                 Form is filed; (B) any prior Plan Year, in the
                                 case of a Matching Deferral for which no
                                 Enrollment Form was filed; and (C) any
                                 subsequent Plan Year the last day of which is
                                 at least one full Plan Year before the
                                 Participant's elected distribution date.

                           (ii)  On the Enrollment Form filed for the first Plan
                                 Year with respect to which a distribution date
                                 election under subparagraph (i) would not be
                                 applicable (and for the first Plan Year with
                                 respect to which an election under this
                                 subparagraph would not be applicable pursuant
                                 to the last sentence of this subparagraph), a
                                 Participant may specify the date on which
                                 distribution of the Participant's Elective
                                 Deferrals, vested Share Deferrals and vested
                                 Matching Deferrals described in the last
                                 sentence of this subparagraph (ii), as adjusted
                                 for earnings, gains and losses, will be paid or
                                 commenced to be paid to the Participant. Such
                                 specified date shall not be earlier than the
                                 January 1 that is at least one year after the
                                 Plan Year subject to such Enrollment Form and
                                 shall apply to all Elective Deferrals, vested
                                 Share Deferrals and vested Matching Deferrals
                                 (as adjusted) for the Plan Year for which the
                                 Enrollment form is filed, and for 

                                      -17-



                                 any subsequent Plan Year the last day of which
                                 is at least one full Plan Year before the
                                 Participant's specified distribution date.

                  (b) If approved by the Plan Administrator, a Participant may
change a date elected for distribution pursuant to paragraph (a); provided that
(i) the change is filed with the Plan Administrator no later than the December
31 that is at least one year before the Plan Year in which the previously
elected date occurs; (ii) the new date for distribution occurs no earlier than
the second Plan Year after the Plan Year in which the previously elected date
occurs; and (iii) a Participant shall not change a date for distribution more
than once in any two consecutive Plan Years, or more than twice in any five
consecutive Plan Years.

                  (c) The Participant's election under this Section 7.1 may
provide for payments to be made in the form of either:

                           (i)   A single lump-sum payment; or

                           (ii)  Annual installments over a period elected by
                                 the Participant of up to ten (10) years, the
                                 amount of each installment to equal the then
                                 balance of the Account divided by the number of
                                 installments remaining to be paid. The
                                 Participant may separately designate the date
                                 or age of the initial payment and the date or
                                 age that the remaining payments are to begin.

A Participant who has made no election under this paragraph (c) or a Participant
who has made such an election and wishes to change the election, may make an
election under this paragraph; provided that no election that is made other than
on the Enrollment Form to which an Elective Deferral, a Share Deferral or a
Matching Deferral is subject shall be effective until the January 1 that is at
least 12 months after the date the election is filed with the Plan
Administrator. Any such change shall also apply to all previous Enrollment Forms
and Change Forms filed by the Participant to the extent that the change
satisfies the preceding sentence in connection with such Forms.

                  (d) Except as provided in Sections 7.2, 7.3, 7.4, 7.5 and 7.6,
payments from a Participant's Account shall be made in accordance with the
Participant's elections under this Section 7.1. If no election is made by a
Participant, distribution shall be made in a single lump sum upon the
termination of the Participant's employment.

                  (e) Payments from a Participant's Account shall be in cash or
in kind (comprising assets of the Funding Trust), as determined by the Funding
Trustee. The Funding Trustee may (but is not required to) consider the
Employer's or a Participant's preferences when determining the form in which
payment is made from the Participant's Account.

                                      -18-




         7.2 TERMINATION OF SERVICE

         Upon termination of a Participant's service as a member of EOPT's Board
of Trustees, or termination of a Participant's employment with all Employers and
Extended Companies, as the case may be, for any reason other than death, the
vested portion of the Participant's

Account shall be paid to the Participant according to the Participant's
distribution election, unless the Plan Administrator elects, in its sole
discretion, to pay out a Participant's Account balance in a single lump sum as
soon as practicable following the date of termination. Equity Office shall have
the right to offset against any payments made to a Participant under this
Section 7.2 an amount as is necessary to reimburse Equity Office for liabilities
or obligations of the Participant to Equity Office, including for amounts
misappropriated by the Participant.

         7.3 DEATH

                  (a) If a Participant dies prior to the complete distribution
of his or her Account, the vested portion of the Participant's Account shall be
paid to the Participant's designated beneficiary or beneficiaries, according to
the Participant's distribution election, unless the Plan Administrator elects,
in its sole discretion, to pay out a Participant's Account balance in a single
lump sum as soon as practicable following the date of termination.

                  (b) A Participant may designate a beneficiary by so notifying
the Plan Administrator in writing, at any time before Participant's death, on a
form prescribed by the Plan Administrator for that purpose. A Participant may
revoke any beneficiary designation or designate a new beneficiary at any time
without the consent of a beneficiary or any other person. If no beneficiary is
designated or no designated beneficiary survives the Participant, payment shall
be made to the Participant's surviving spouse, or, if none, to the Participant's
issue per stirpes, in a single payment. If no spouse or issue survives the
Participant, payment shall be made in a single lump sum to the Participant's
estate.

         7.4 WITHDRAWAL DUE TO UNFORESEEABLE EMERGENCY

         If a Participant experiences an Unforeseeable Emergency, the Plan
Administrator, in its sole discretion, may pay to the Participant only that
portion, if any, of the vested portion of such Participant's Account which the
Plan Administrator determines is necessary to satisfy the emergency need,
including any amounts necessary to pay any federal, state or local income taxes
reasonably anticipated to result from the distribution. A Participant requesting
an emergency payment shall apply for the payment in writing using a form
prescribed by the Plan Administrator for that purpose and shall provide such
additional information as the Plan Administrator may require.

                                      -19-




         7.5 WITHDRAWAL DUE TO EDUCATIONAL EXPENSE

                  (a) The balance of an Educational Account established under
Section 5.2 shall be distributed on a quarterly basis at the Participant's
request as the expenses described in Section 5.2 are incurred by or for the
child with respect to whom the Educational Account was established. The
Participant's request shall be in writing, delivered to the Plan Administrator,
on a form prescribed for that purpose by the Plan Administrator. The Plan
Administrator may require such documentation as it deems necessary to
substantiate such expenses.

                  (b) Notwithstanding the foregoing, 90% of the balance of an
Educational Account shall be transferred back to the Account of the Participant
and the balance of the Educational Account shall be forfeited as of the earlier
of: (i) the date as of which the child ceases full-time pursuit of undergraduate
or graduate-level education (as applicable) for a period of more than 12
consecutive months; or (ii) with respect to (A) an Educational Account
established to finance the undergraduate education of a Participant's child, the
child's 23rd birthday, or (B) an Educational Account established to fund the
graduate education of a Participant's child, the child's 28th birthday.

                  (c) Notwithstanding the foregoing, 100% of the balance of an
Educational Account shall be transferred back to the Participant's Account if
the child with respect to whom the Educational Account is established dies or
becomes disabled (as defined below) before reaching: (i) age 23 with respect to
an Educational Account established to finance the child's undergraduate
education, or (ii) age 28 with respect to an Educational Account established to
finance the child's graduate education. For purposes of this Section 7.5, a
Participant's child shall be deemed to be 'disabled' if the Plan Administrator,
in its discretion, determines that an illness or injury has rendered the child
physically or mentally incapable of the full-time pursuit of the course of study
for which the Educational Account was established. The Plan Administrator may
request such evidence of the child's illness or injury as it deems necessary to
establish the existence of a disability.

         7.6 OTHER WITHDRAWALS

         Upon the request of a Participant, the Plan Administrator, in its sole
discretion, may pay to the Participant any amount up to the vested portion of
the Participant's Account. A Participant requesting a withdrawal under this
Section 7.6 shall apply for the payment in writing on a form prescribed by the
Plan Administrator for that purpose, and shall provide such additional
information as the Plan Administrator may require. The Plan Administrator will
pay 90% of the withdrawn amount to the Participant and the remaining 10% will be
forfeited. A Participant receiving a withdrawal under this Section 7.6 shall be
suspended from making Elective Deferrals and Share Deferrals under the Plan
until the second Plan Year following his or her receipt of such withdrawal.

                                      -20-






         7.7 FORFEITURE OF NON-VESTED AMOUNTS

                  (a) To the extent that any amounts credited to a Participant's
Account are not vested at the time such amounts are otherwise payable under
Sections 7.1 and 7.2, they shall be forfeited. Such forfeited amounts, as well
as forfeitures pursuant to Sections 7.5 and 7.6, shall be used to satisfy the
Employer's obligation to make contributions to the Funding Trust under the Plan.

                  (b) If (i) the Plan pays to any terminated Participant who is
not 100% vested in his or her Account, the vested portion of his or her Account
prior to the time such Participant has incurred five (5) consecutive Breaks in
Service for purposes of the Qualified Plan and (ii) such Participant resumes
employment as an Eligible Employee after receipt of such distribution and before
incurring five (5) consecutive Breaks in Service, the provisions of this Section
7.7(b) shall apply. Upon such reemployment, the Participant may repay the vested
portion of his or her Account received as such distribution within two (2) years
after he or she is rehired. If and only if the Participant makes such repayment,
the forfeited portion of the Participant's Account shall be restored to his or
her credit and an additional Employer contribution in that amount shall be made
for that purpose.

         7.8 TAXES

         Income taxes and other taxes payable with respect to an Account shall
be deducted from such Account. All federal, state or local taxes that the Plan
Administrator determines are required to be withheld from any payments made
pursuant to this Article 7 shall be withheld.

                                    ARTICLE 8
                               PLAN ADMINISTRATOR

         8.1 PLAN ADMINISTRATION AND INTERPRETATION

         The Plan Administrator shall oversee the administration of the Plan.
The Plan Administrator shall have complete control and authority to determine
the rights and benefits and all claims, demands and actions arising out of the
provisions of the Plan of any Participant, beneficiary, deceased Participant, or
other person having or claiming to have any interest under the Plan.
Notwithstanding any other provision of the Plan to the contrary, the Plan
Administrator shall have complete discretion to interpret the Plan and to decide
all matters under the Plan. Such interpretation and decision shall be final,
conclusive and binding on all Participants and any person claiming under or
through any Participant, in the absence of clear and convincing evidence that
the Plan Administrator acted arbitrarily and capriciously. Any individual(s)
serving as Plan Administrator who is a Participant shall not vote or act on any
matter relating solely to himself or herself. When making a determination or
calculation, the Plan Administrator shall be entitled to rely on information
furnished by a Participant, a beneficiary, the Employer or the Funding Trustee.
The Plan Administrator shall have the responsibility for complying with any
reporting and disclosure requirements of ERISA.

                                      -21-



         8.2 POWERS, DUTIES, PROCEDURES, ETC.

         The Plan Administrator shall have such powers and duties, may adopt
such rules and tables, may act in accordance with such procedures, may appoint
such officers or agents, may delegate such powers and duties, may receive such
reimbursements and compensation, and shall follow such claims and appeal
procedures with respect to the Plan as the Plan Administrator may establish.

         8.3 INFORMATION

         To enable the Plan Administrator to perform its functions, the Employer
shall supply full and timely information to the Plan Administrator on all
matters relating to the compensation of Participants, their employment,
retirement, death, termination of employment, and such other pertinent facts as
the Plan Administrator may require.

         8.4 INDEMNIFICATION OF PLAN ADMINISTRATOR

         The Employers agree to indemnify and to defend to the fullest extent
permitted by law any officer(s) or employee(s) who serve as Plan Administrator
(including any such individual who formerly served as Plan Administrator)
against all liabilities, damages, costs and expenses (including reasonable
attorneys' fees and amounts paid in settlement of any claims approved by the
Employer in writing in advance) occasioned by any act or omission to act in
connection with the Plan, if such act or omission is in good faith.

                                    ARTICLE 9
                            AMENDMENT AND TERMINATION

         9.1 AMENDMENTS

         The Compensation and Option Committee of the Board of Trustees of EOPT
(the 'COC') shall have the right to amend the Plan from time to time, subject to
Section 9.3, by an instrument in writing that has been executed on behalf of
EOPT by an officer duly authorized by the COC.

         9.2 TERMINATION OF PLAN

         The Plan is strictly a voluntary undertaking on the part of each
Employer and shall not be deemed to constitute a contract between the Employer
and any Eligible Employee (or any other employee) or any Eligible Trustee, a
consideration for, or an inducement or condition of employment for, the
performance of the services by any Eligible Employee (or other employee) or any
Eligible Trustee. The COC may terminate the Plan at any time, subject to Section
9.3, by an 

                                      -22-



instrument in writing that has been executed on behalf of EOPT by an officer
duly authorized by the COC. Upon termination of the Plan, the COC may (a) elect
to continue to maintain the Funding Trust to pay benefits hereunder as they
become due as if the Plan had not terminated or (b) direct the Funding Trustee
to pay promptly to Participants (or their beneficiaries) the vested balance of
their Accounts. For purposes of the preceding sentence, in the event clause (b)
is implemented, the Account balance of all Participants who are in the employ of
the Employer at the time the Funding Trustee is directed to pay such balances
shall become fully vested and nonforfeitable. After Participants and their
beneficiaries are paid all Plan benefits to which they are entitled, all
remaining assets of the Funding Trust attributable to Participants who
terminated employment with the Employer prior to termination of the Plan and who
were not fully vested in their Accounts under Article 6 at that time shall be
returned to the Employer.

         9.3 EXISTING RIGHTS

         No amendment or termination of the Plan shall adversely affect the
rights of any Participant with respect to amounts that have been credited to his
or her Account prior to the date of such amendment or termination.

                                   ARTICLE 10
                                  MISCELLANEOUS

         10.1 NO FUNDING

         The Plan constitutes a mere promise by the Employer to make payments in
accordance with the term of the Plan and Participants and beneficiaries shall
have the status of general unsecured creditors of the Employer. Nothing in the
Plan will be construed to give any employee or any other person rights to any
specific assets of the Employer or of any other person. In all events, it is the
intent of the Employer that the Plan be treated as unfunded for tax purposes and
for purposes of Title I of ERISA.

         10.2 NON-ASSIGNABILITY

         None of the benefits, payments, proceeds or claims of any Participant
or beneficiary shall be subject to any claim of any creditor of any Participant
or beneficiary and, in particular, the same shall not be subject to attachment
or garnishment or other legal process by any creditor of such Participant or
beneficiary, nor shall any Participant or beneficiary have any right to
alienate, anticipate, commute, pledge, encumber or assign any of the benefits or
payments or proceeds which he or she may expect to receive, contingently or
otherwise under the Plan.

         10.3 LIMITATION OF PARTICIPANT'S RIGHTS

         Nothing contained in the Plan shall confer upon any person a right to
be employed or to continue in the employ of an Employer or on the Board of
Trustees of EOPT, or interfere in any way with the right of an Employer to
terminate the employment of a Participant in the Plan at any time, with or
without cause.

                                      -23-




         10.4 PARTICIPANTS BOUND

         Any action with respect to the Plan taken by the Plan Administrator or
the Funding Trustee or any action authorized by or taken at the direction of the
Plan Administrator, an Employer or the Funding Trustee shall be conclusive upon
all Participants and beneficiaries entitled to benefits under the Plan.

         10.5 RECEIPT AND RELEASE

         Any payment to any Participant or beneficiary in accordance with the
provisions of the Plan shall, to the extent thereof, be in full satisfaction of
all claims against an Employer, the Plan Administrator and the Funding Trustee
under the Plan, and the Plan Administrator may require such Participant or
beneficiary, as a condition precedent to such payment, to execute a receipt and
release to such effect. If any Participant or beneficiary is determined by the
Plan Administrator to be incompetent by reason of physical or mental disability
(including minority) to give a valid receipt and release, the Plan Administrator
may cause the payment or payments becoming due to such person to be made to
another person for his or her benefit without responsibility on the part of the
Plan Administrator, an Employer or the Funding Trustee to follow the application
of such funds.

         10.6 GOVERNING LAW

         The Plan shall be construed, administered, and governed in all respects
under and by the laws of the State of Illinois. If any provision shall be held
by a court of competent jurisdiction to be invalid or unenforceable, the
remaining provisions hereof shall continue to be fully effective.

         10.7 HEADINGS AND SUBHEADINGS

         Headings and subheading in this Plan are inserted for convenience only
and are not to be considered in the construction of the provisions hereof.

         IN WITNESS WHEREOF, the undersigned officer of EOPT has executed this
document to certify its adoption by EOPT as of the effective date provided
herein.




                        FIRST AMENDMENT TO EQUITY OFFICE


Supplemental Retirement Savings Plan

         WHEREAS, Equity Office Properties Trust ('Equity Office') has adopted
the Equity Office Supplemental Retirement Savings Plan (the 'Plan'), and has
reserved the right to amend the Plan; and

         WHEREAS, Equity Office desires to amend the Plan to authorize the
nonelective deferral of bonuses paid in Equity Office Shares; and

         WHEREAS, the Compensation and Option Committee of the Board of Trustees
of Equity Office (the 'COC') is authorized to amend the Plan, and the COC has
approved and adopted this amendment;

         NOW, THEREFORE, Equity Office amends Section 4.2 of the Plan, effective
December 17, 1998, to read as follows:

         '4.2 SHARE DEFERRALS

                  (a) Share Deferrals under the Plan may be made by or for an
         Eligible Employee or Eligible Trustee in accordance with the following:

                           (i) An individual who is an Eligible Employee or
                  Eligible Trustee and who has received (or is to receive) a
                  Restricted Share, Share Option or Share Appreciation Right or
                  is to receive an Unrestricted Share may elect to defer (A)
                  with respect to an Unrestricted Share, the ownership thereof;
                  (B) with respect to a Restricted Share, the ownership of the
                  Share when it is an Unrestricted Share; or (C) with respect to
                  the Share Option or Share Appreciation Right, the ownership of
                  the Shares or other proceeds of an exercise thereof. An
                  Eligible Employee or Eligible Trustee who desires to elect a
                  Share Deferral shall complete and file an Enrollment Form with
                  the Plan Administrator.

                           (ii) Board of Trustees or Board Committee fees paid
                  in Unrestricted Shares to Eligible Trustees shall be deferred
                  hereunder. In addition, the COC (as defined in Article 9) may
                  cause any Share granted to an Eligible Employee or Eligible
                  Trustee to be deferred hereunder.

                           (iii) A Participant by or for whom a Share Deferral
                  is made may also make an election, applicable if the Funding
                  Trustee receives and complies with a Participant's request to
                  invest the deferred amount in Shares, or receives a request
                  from the COC to invest in Shares, to have any dividends paid
                  on such Shares distributed to the Participant when received by
                  the Funding Trustee; provided that, in the absence of such an
                  election, such dividends shall be credited to his or her
                  Account.

                                      -25-



                           (b) An election to defer pursuant to paragraph
                  9(a)(i) must be made (i) with respect to an Unrestricted Share
                  paid in connection with the Participant's bonus, on or before
                  October 1 of the Plan Year preceding the Plan Year in which
                  the Unrestricted Share is otherwise awarded; (ii) with respect
                  to any other Unrestricted Share, no less than six months
                  before it is awarded or sold to the Participant; (iii) with
                  respect to a Restricted Share, at least 12 months before the
                  date it would become an Unrestricted Share; or (iv) with
                  respect to a Share Option or Share Appreciation Right, at
                  least six (6) months prior to the date the Share Option or
                  Share Appreciation Right is exercised, or at such other time
                  as the Plan Administrator may specify. Deferrals will only be
                  effective if the individual making the election is still an
                  Eligible Employee or Eligible Trustee on (I) in the case of a
                  deferral of an Unrestricted Share, the date such Share would
                  otherwise be received by the Participant; (II) in the case of
                  a deferral of a Restricted Share, the date such Share would
                  become an Unrestricted Share; or (III) in the case of a
                  deferral of a Share Option or Share Appreciation Right, the
                  date that a Share Option or Share Appreciation Right is
                  exercised.

                           (c) Except as provided in the last sentence of this
                  paragraph, the Funding Trustee shall not be required to hold
                  on behalf of a Participant any Unrestricted Share, Restricted
                  Share, Share Option or Share Appreciation Right deferred in
                  accordance with paragraph (a) above. Instead, the Funding
                  Trustee shall credit to the Participant's Account an amount
                  equal to (i) in the case of an Unrestricted Share or
                  Restricted Share, the fair market value thereof on the date
                  that the Share would otherwise be received by the Participant
                  (or in the case of a deferral of a Restricted Share elected
                  after the Share has been received, on the date that the
                  Enrollment Form is received by the Plan Administrator); and
                  (ii) in the case of a Share Option or Share Appreciation
                  Right, the excess of the fair market value of the underlying
                  Shares over the exercise or base price thereof on the date of
                  exercise. The Participant may request, in accordance with
                  Section 5.3, that amounts credited to his or her Account
                  following a Share Deferral be invested in Shares, provided
                  that the Funding Trustee shall have no obligation to comply
                  with such request. Notwithstanding the foregoing, in the case
                  of an Unrestricted Share that is paid to an Eligible Trustee
                  or granted to an Eligible Employee or Eligible Trustee, and
                  automatically deferred as described in paragraph (a)(ii), to
                  the extent provided by the COC, the Funding Trustee shall
                  invest the resulting amount credited to the Participant's
                  Account in Shares.'




                        SECOND AMENDMENT TO EQUITY OFFICE
                      SUPPLEMENTAL RETIREMENT SAVINGS PLAN

         WHEREAS, Equity Office Properties Trust ('Equity Office') has adopted
the Equity Office Supplemental Retirement Savings Plan (the 'Plan'), and has
reserved the right to amend the Plan, and

         WHEREAS, the Compensation and Option Committee of the Board of Trustees
of Equity Office (the 'COC') is authorized to amend the Plan, and the COC has
approved and adopted this amendment;

         NOW, THEREFORE, Equity Office amends the Plan, effective November 1,
1997, by replacing Section 7.1 (a) and (b) with the following (and redesignating
subsections (c) to (e) as subsections (b) to (d)):

                  '(a) A Participant shall elect (on the Enrollment Form used
         under Section 4.1 or 4.2, or a special Enrollment Form filed for a
         deferral under Section 4.2(a)(ii), or a special Enrollment Form filed
         on or before July of a Plan Year for Matching Deferrals under Section
         4.3 with respect to such Plan Year) the date or age at which Elective
         Deferrals, vested Share Deferrals and vested Matching Deferrals subject
         to such Form, adjusted for earnings, gains and losses attributable
         thereto, will be paid or commence to be paid to the Participant. If a
         Participant did not elect a date or age on an Enrollment Form, he or
         she may nonetheless, with the consent of the Plan Administrator in its
         discretion, elect a date or age for distribution; provided that such
         election is made not later than the December 31 that is at least 12
         months before the date of his or her termination under Section 7.2.
         With the consent of the Plan Administrator in its discretion, a
         Participant may change any such election; provided that (i) the
         Participant changes his or her election to a date or age that is at
         least two (2) years later than the date or age previously elected; and
         (ii) any such change is made not later than the December 31 that is at
         least 12 months before the date previously elected.'