Bylaws - Equity Office Properties Trust


                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                         EQUITY OFFICE PROPERTIES TRUST
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                                    ARTICLE I

                                     OFFICES


     Section 1. PRINCIPAL OFFICE. The principal office of Equity Office
Properties Trust (the "Trust") shall be located at such place or places as the
Trustees may designate.

     Section 2. ADDITIONAL OFFICES. The Trust may have additional offices at
such places as the Trustees may from time to time determine or the business of
the Trust may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     Section 1. PLACE. All meetings of shareholders shall be held at the
principal office of the Trust or at such other place within the United States as
shall be stated in the notice of the meeting.

     Section 2. ANNUAL MEETING. An annual meeting of the shareholders for the
election of Trustees and the transaction of any business within the powers of
the Trust shall be held during the month of May of each year, after the delivery
of the annual report referred to in Section 12 of this Article II, at a
convenient location and on proper notice, on a date and at the time set by the
Trustees, beginning with the year 1998. Failure to hold an annual meeting does
not invalidate the Trust's existence or affect any otherwise valid acts of the
Trust.

     Section 3. SPECIAL MEETINGS. The chairman of the board or the president or
one-third of the Trustees may call special meetings of the shareholders. Special
meetings of shareholders shall also be called by the secretary upon the written
request of the holders of shares entitled to cast not less than a majority of
all the votes entitled to be cast at such meeting. Such request shall state the
purpose of such meeting and the matters proposed to be acted on at such meeting.
Within ten (10) days of the receipt of such a request, the secretary shall
inform such shareholders of the reasonably estimated cost of preparing and
mailing notice of the meeting (including all proxy materials that may be
required in connection therewith) and, upon payment by such shareholders to the
Trust of such costs, the secretary shall, within thirty (30) days of such


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payment, or such longer period as may be necessitated by compliance with any
applicable statutory or regulatory requirements, give notice to each shareholder
entitled to notice of the meeting.

     Unless requested by shareholders entitled to cast a majority of all the
votes entitled to be cast at such meeting, a special meeting need not be called
to consider any matter which is substantially the same as a matter voted on at
any meeting of the shareholders held during the preceding twelve months.

     Section 4. NOTICE. Not less than ten nor more than 90 days before each
meeting of shareholders, the secretary shall give to each shareholder entitled
to vote at such meeting and to each shareholder not entitled to vote who is
entitled to notice of the meeting written or printed notice stating the time and
place of the meeting and, in the case of a special meeting or as otherwise may
be required by any statute, the purpose for which the meeting is called, either
by mail or by presenting it to such shareholder personally or by leaving it at
his residence or usual place of business. If mailed, such notice shall be deemed
to be given when deposited in the United States mail addressed to the
shareholder at his post office address as it appears on the records of the
Trust, with postage thereon prepaid.

     Section 5. SCOPE OF NOTICE. Any business of the Trust may be transacted at
an annual meeting of shareholders without being specifically designated in the
notice, except such business as is required by any statute to be stated in such
notice. No business shall be transacted at a special meeting of shareholders
except as specifically designated in the notice.

     Section 6. ORGANIZATION. At every meeting of the shareholders, the Chairman
of the Board, if there be one, shall conduct the meeting or, in the case of
vacancy in office or absence of the Chairman of the Board, one of the following
officers present shall conduct the meeting in the order stated: the Vice
Chairman of the Board, if there be one, the President, the Vice Presidents in
their order of rank and seniority, or a Chairman chosen by the shareholders
entitled to cast a majority of the votes which all shareholders present in
person or by proxy are entitled to cast, shall act as Chairman, and the
Secretary, or, in his absence, an assistant secretary, or in the absence of both
the Secretary and assistant secretaries, a person appointed by the Chairman
shall act as Secretary.

     Section 7. QUORUM. At any meeting of shareholders, the presence in person
or by proxy of shareholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum; but this section
shall not affect any requirement under any statute or the declaration of trust
("Declaration of Trust") for the vote necessary for the adoption of any measure.
If, however, such quorum shall not be present at any meeting of the
shareholders, the shareholders entitled to vote at such meeting, present in
person or by proxy, shall have the power to adjourn the meeting from time to
time to a date not more than 120 days after the original record date without
notice other than announcement at the meeting. At such adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally notified.



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     Section 8. VOTING. A plurality of all the votes cast at a meeting of
shareholders duly called and at which a quorum is present shall be sufficient to
elect a Trustee. Each share may be voted for as many individuals as there are
Trustees to be elected and for whose election the share is entitled to be voted.
A majority of the votes cast at a meeting of shareholders duly called and at
which a quorum is present shall be sufficient to approve any other matter which
may properly come before the meeting, unless more than a majority of the votes
cast is required herein or by statute or by the Declaration of Trust. Unless
otherwise provided in the Declaration of Trust, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders.

     Section 9. PROXIES. A shareholder may cast the votes entitled to be cast by
the shares owned of record by him in person or by proxy as provided in this
section. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy. Unless otherwise agreed in
writing, the holder of record of shares which actually belong to another shall
issue a proxy to vote the shares to the actual owner on the owner's demand. A
shareholder may authorize another person to act as proxy for the shareholder. A
shareholder may sign a writing authorizing another person to act as proxy.
Signing may be accomplished by the shareholder or the shareholder's authorized
agent signing the writing or causing the shareholder's signature to be affixed
to the writing by any reasonable means, including facsimile signature. A
shareholder may authorize another person to act as proxy by transmitting, or
authorizing the transmission of, an authorization for the person to act as proxy
to the person authorized to act as proxy or any other person authorized to
receive the proxy authorization on behalf of the person authorized to act as the
proxy, including a proxy solicitation firm or proxy support service
organization. The authorization may be transmitted by a telegram, cablegram,
datagram, electronic mail, or any other electronic or telephonic means. A copy,
facsimile telecommunication, or other reliable reproduction of the writing or
transmission authorized under this subsection may be substituted for the
original writing or transmission for any purpose for which the original writing
or transmission could be used.

     Section 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of the Trust
registered in the name of a corporation, partnership, trust or other entity, if
entitled to be voted, may be voted by the president or a vice president, a
general partner or trustee thereof, as the case may be, or a proxy appointed by
any of the foregoing individuals, unless some other person who has been
appointed to vote such shares pursuant to a bylaw or a resolution of the
governing board of such corporation or other entity or agreement of the partners
of the partnership presents a certified copy of such bylaw, resolution or
agreement, in which case such person may vote such shares. Any trustee or other
fiduciary may vote shares registered in his name as such fiduciary, either in
person or by proxy.

     Shares of the Trust directly or indirectly owned by it shall not be voted
at any meeting and shall not be counted in determining the total number of
outstanding shares entitled to be voted at any given time, unless they are held
by it in a fiduciary capacity, in which case they may be voted and shall be
counted in determining the total number of outstanding shares at any given time.



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     The Trustees may adopt by resolution a procedure by which a shareholder may
certify in writing to the Trust that any shares registered in the name of the
shareholder are held for the account of a specified person other than the
shareholder. The resolution shall set forth the class of shareholders who may
make the certification, the purpose for which the certification may be made, the
form of certification and the information to be contained in it; if the
certification is with respect to a record date or closing of the share transfer
books, the time after the record date or closing of the share transfer books
within which the certification must be received by the Trust; and any other
provisions with respect to the procedure which the Trustees consider necessary
or desirable. on receipt of such certification, the person specified in the
certification shall be regarded as, for the purposes set forth in the
certification, the shareholder of record of the specified shares in place of the
shareholder who makes the certification.

     Notwithstanding any other provision contained herein or in the Declaration
of Trust or these Bylaws, Title 3, Subtitle 7 of the Corporations and
Associations Article of the Annotated Code of Maryland (or any successor
statute) shall not apply to any acquisition by any person of shares of
beneficial interest of the Trust. This section may be repealed, in whole or in
part, at any time, whether before or after an acquisition of control shares and,
upon such repeal, may, to the extent provided by any successor bylaw, apply to
any prior or subsequent control share acquisition.

     Section 11. INSPECTORS. At any meeting of shareholders, the chairman of the
meeting may appoint one or more persons as inspectors for such meeting. Such
inspectors shall ascertain and report the number of shares represented at the
meeting based upon their determination of the validity and effect of proxies,
count all votes, report the results and perform such other acts as are proper to
conduct the election and voting with impartiality and fairness to all the
shareholders.

     Each report of an inspector shall be in writing and signed by him or by a
majority of them if there is more than one inspector acting at such meeting. If
there is more than one inspector, the report of a majority shall be the report
of the inspectors. The report of the inspector or inspectors on the number of
shares represented at the meeting and the results of the voting shall be prima
facie evidence thereof.

     Section 12. REPORTS TO SHAREHOLDERS. The Trustees shall submit to the
shareholders at or before the annual meeting of shareholders a report of the
business and operations of the Trust during such fiscal year, containing a
balance sheet and a statement of income and surplus of the Trust, accompanied by
the certification of an independent certified public accountant, and such
further information as the Trustees may determine is required pursuant to any
law or regulation to which the Trust is subject. Within the earlier of 20 days
after the annual meeting of shareholders or 120 days after the end of the fiscal
year of the Trust, the Trustees shall place the annual report on file at the
principal office of the Trust and with any governmental agencies as may be
required by law and as the Trustees may deem appropriate.


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     Section 13. NOMINATIONS AND PROPOSALS BY SHAREHOLDERS.

          (a) Annual Meetings of Shareholders. (1) Nominations of persons for
election to the Board of Trustees and the proposal of business to be considered
by the shareholders may be made at an annual meeting of shareholders (i)
pursuant to the Trust's notice of meeting, (ii) by or at the direction of the
Trustees or (iii) by any shareholder of the Trust who was a shareholder of
record both at the time of giving of notice provided for in this Section 13 (a)
and at the time of the annual meeting, who is entitled to vote at the meeting
and who complied with the notice procedures set forth in this Section 13(a).

               (2) For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (iii) of paragraph
(a) (1) of this Section 13, the shareholder must have given timely notice
thereof in writing to the Secretary of the Trust and such other business must
otherwise be a proper matter for action by shareholders. To be timely, a
shareholder's notice shall be delivered to the Secretary at the principal
executive offices of the Trust not later than the close of business on the 60th
day nor earlier than the close of business on the 90th day prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from such anniversary date or if the Trust has
not previously held an annual meeting, notice by the shareholder to be timely
must be so delivered not earlier than the close of business on the 90th day
prior to such annual meeting and not later than the close of business on the
later of the 60th day prior to such annual meeting or the tenth day following
the day on which public announcement of the date of such meeting is first made
by the Trust. In no event shall the public announcement of a postponement or
adjournment of an annual meeting to a later date or time commence a new time
period for the giving of a shareholder's notice as described above. Such
shareholder's notice shall set forth as to each person whom the shareholder
proposes to nominate for election or reelection as a Trustee all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Trustees in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
Trustee if elected); (ii) as to any other business that the shareholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such shareholder and of
the beneficial owner, if any, on whose behalf the proposal is made; and (iii) as
to the shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made, (x) the name and address of such
shareholder, as they appear on the Trust's books, and of such beneficial owner
and (y) the number of each class of shares of the Trust which are owned
beneficially and of record by such shareholder and such beneficial owner.

               (3) Notwithstanding anything in the second sentence of paragraph
(a) (2) of this Section 13 to the contrary, in the event that the number of



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Trustees to be elected to the Board of Trustees is increased and there is no
public announcement by the Trust naming all of the nominees for Trustee or
specifying the size of the increased Board of Trustees at least 70 days prior to
the first anniversary of the preceding year's annual meeting, a shareholder's
notice required by this Section 13(a) shall also be considered timely, but only
with respect to nominees for any new positions created by such increase, if it
shall be delivered to the secretary at the principal executive offices of the
Trust not later than the close of business on the tenth day following the day on
which such public announcement is first made by the Trust.

               (b) Special Meetings of Shareholders. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought before
the meeting pursuant to the Trust's notice of meeting. Nominations of persons
for election to the Board of Trustees may be made at a special meeting of
shareholders at which Trustees are to be elected (i) pursuant to the Trusts
notice of meeting (ii) by or at the direction of the Board of Trustees or (iii)
provided that the Board of Trustees has determined that Trustees shall be
elected at such special meeting, by any shareholder of the Trust who was a
shareholder of record both at the time of giving of notice provided for in this
Section 13(b) and at the time of the special meeting, who is entitled to vote at
the meeting and who complied with the notice procedures set forth in this
Section 13 (b). In the event the Trust calls a special meeting of shareholders
for the purpose of electing one or more Trustees to the Board of Trustees, any
such shareholder may nominate a person or persons (as the case may be) for
election to such position as specified in the Trust's notice of meeting, if the
shareholder's notice containing the information required by paragraph (a) (2) of
this Section 13 shall be delivered to the Secretary at the principal executive
offices of the Trust not earlier than the close of business on the 90th day
prior to such special meeting and not later than the close of business on the
later of the 60th day prior to such special meeting or the tenth day following
the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Trustees to be elected at such
meeting. In no event shall the public announcement of a postponement or
adjournment of a special meeting to a later date or time commence a new time
period for the giving of a shareholder's notice as described above.

               (c) General. (1) Only such persons who are nominated in
accordance with the procedures set forth in this Section 13 shall be eligible to
serve as Trustees and only such business shall be conducted at a meeting of
shareholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 13. The chairman of the meeting shall
have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this Section 13 and, if any
proposed nomination or business is not in compliance with this Section 13, to
declare that such nomination or proposal shall be disregarded.

                    (2) For purposes of this Section 13, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable news service or in a document publicly filed by
the Trust with the Securities and Exchange Commission pursuant to Section 13, 14
or 15(d) of the Exchange Act.



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                    (3) Notwithstanding the foregoing provisions of this Section
13, a shareholder shall also comply with all applicable requirements of state
law and of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section 13. Nothing in this Section 13
shall be deemed to affect any rights of shareholders to request inclusion of
proposals in, nor any of the rights of the Trust to omit a proposal from, the
Trust's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

     Section 14. INFORMAL ACTION BY SHAREHOLDERS. Notwithstanding the provisions
of Section 13 of this Article II, any action required or permitted to be taken
at a meeting of shareholders may be taken without a meeting if a consent in
writing, setting forth such action, is signed by shareholders entitled to cast a
sufficient number of votes to approve the matter, as required by statute, the
Declaration of Trust of the Trust or these Bylaws, and such consent is filed
with the minutes of proceedings of the shareholders.

     Section 15. VOTING BY BALLOT. Voting on any question or in any election may
be viva voce unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.

                                   ARTICLE III

                                    TRUSTEES

     Section 1. GENERAL POWERS; QUALIFICATIONS; TRUSTEES HOLDING OVER. The
business and affairs of the Trust shall be managed under the direction of its
Board of Trustees. A Trustee shall be an individual at least 21 years of age who
is not under legal disability. In case of failure to elect Trustees at an annual
meeting of the shareholders, the Trustees holding over shall continue to direct
the management of the business and affairs of the Trust until their successors
are elected and qualify.

     Section 2. NUMBER. At any regular meeting or at any special meeting called
for that purpose, a majority of the entire Board of Trustees may establish,
increase or decrease the number of Trustees, subject to any limitations on the
number of Trustees set forth in the Declaration of Trust. Except during the
period when a vacancy exists, at least two-thirds of the Trustees shall be
persons who are not executive officers of the Trust or persons affiliated with
Samuel Zell or his affiliates ("Independent Trustees"). For purposes of this
Section, the terms "executive officers" and "affiliated" shall have the
definitions set forth in Rule 405 under the Securities Act of 1933, as amended.

     Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Trustees
shall be held immediately after and at the same place as the annual meeting of
shareholders, no notice other than this Bylaw being necessary. The Trustees may
provide, by resolution, the time and place, either within or without the State
of Maryland, for the holding of regular meetings of the Trustees without other
notice than such resolution.



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     Section 4. SPECIAL MEETINGS. Special meetings of the Trustees may be called
by or at the request of the chairman of the board or the president or by a
majority of the Trustees then in office. The person or persons authorized to
call special meetings of the Trustees may fix any place, either within or
without the State of Maryland, as the place for holding any special meeting of
the Trustees called by them.

     Section 5. NOTICE. Notice of any special meeting shall be given by written
notice delivered personally, telegraphed, facsimile-transmitted or mailed to
each Trustee at his business or residence address. Personally delivered or
telegraphed notices shall be given at least two days prior to the meeting.
Notice by mail shall be given at least five days prior to the meeting. Telephone
or facsimile-transmission notice shall be given at least 24 hours prior to the
meeting. If mailed, such notice shall be deemed to be given when deposited in
the United States mail properly addressed, with postage thereon prepaid. If
given by telegram, such notice shall be deemed to be given when the telegram is
delivered to the telegraph company. Telephone notice shall be deemed given when
the Trustee is personally given such notice in a telephone call to which he is a
party. Facsimile-transmission notice shall be deemed given upon completion of
the transmission of the message to the number given to the Trust by the Trustee
and receipt of a completed answer-back indicating receipt. Neither the business
to be transacted at, nor the purpose of, any annual, regular or special meeting
of the Trustees need be stated in the notice, unless specifically required by
statute or these Bylaws.

     Section 6. QUORUM. A majority of the Trustees shall constitute a quorum for
transaction of business at any meeting of the Trustees, provided that, if less
than a majority of such Trustees are present at said meeting, a majority of the
Trustees present may adjourn the meeting from time to time without further
notice, and provided further that if, pursuant to the Declaration of Trust or
these Bylaws, the vote of a majority of a particular group of Trustees is
required for action, a quorum must also include a majority of such group.

          The Trustees present at a meeting which has been duly called and
convened may continue to transact business until adjournment, notwithstanding
the withdrawal of enough Trustees to leave less than a quorum.

     Section 7. VOTING. The action of the majority of the Trustees present at a
meeting at which a quorum is present shall be the action of the Trustees, unless
the concurrence of a greater proportion is required for such action by
applicable statute.

     Section 8. TELEPHONE MEETINGS. Trustees may participate in a meeting by
means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person at
the meeting.

     Section 9. INFORMAL ACTION BY TRUSTEES. Any action required or permitted to
be taken at any meeting of the Trustees may be taken without a meeting, if a
consent in writing to 



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such action is signed by each Trustee and such written consent is filed with the
minutes of proceedings of the Trustees.

     Section 10. VACANCIES. If for any reason any or all of the Trustees cease
to be Trustees, such event shall not terminate the Trust or affect these Bylaws
or the powers of the remaining Trustees hereunder (even if fewer than two
Trustees remain). Any vacancy (including a vacancy created by an increase in the
number of Trustees) shall be filled, at any regular meeting or at any special
meeting called for that purpose, by a majority of the Trustees. Any individual
so elected as Trustee shall hold office until the next annual meeting of
shareholders.

     Section 11. COMPENSATION; FINANCIAL ASSISTANCE.

          (a) Compensation. Trustees shall not receive any stated salary for
their services as Trustees but, by resolution of the Trustees, may receive fixed
sums per year and/or per meeting and/or per visit to real property owned or to
be acquired by the Trust and for any service or activity they performed or
engaged in as Trustees. Such fixed sums may be paid either in cash or in shares
of the Trust. Trustees may be reimbursed for expenses of attendance, if any, at
each annual, regular or special meeting of the Trustees or of any committee
thereof; and for their expenses, if any, in connection with each property visit
and any other service or activity performed or engaged in as Trustees; but
nothing herein contained shall be construed to preclude any Trustees from
serving the Trust in any other capacity and receiving compensation therefor.

          (b) Financial Assistance to Trustees. The Trust may lend money to,
guarantee an obligation of or otherwise assist a Trustee or a trustee or
director of a direct or indirect subsidiary of the Trust; provided, however,
that such Trustee or other person is also an executive officer of the Trust or
of such subsidiary, or the loan, guarantee or other assistance is in connection
with the purchase of Shares. The loan, guarantee or other assistance may be with
or without interest, unsecured, or secured in any manner that the Board of
Trustees approves, including a pledge of shares.

     Section 12. REMOVAL OF TRUSTEES. The shareholders may, at any time, remove
any Trustee in the manner provided in the Declaration of Trust.

     Section 13. LOSS OF DEPOSITS. No Trustee shall be liable for any loss which
may occur by reason of the failure of the bank, trust company, savings and loan
association, or other institution with whom moneys or shares have been
deposited.

     Section 14. SURETY BONDS. Unless required by law, no Trustee shall be
obligated to give any bond or surety or other security for the performance of
any of his duties.

     Section 15. RELIANCE. Each Trustee, officer, employee and agent of the
Trust shall, in the performance of his duties with respect to the Trust, be
fully justified and protected with regard to any act or failure to act in
reliance in good faith upon the books of account or other records of the Trust,
upon an opinion of counsel or upon reports made to the Trust by any of its
officers or employees or by the adviser, accountants, appraisers or other
experts or consultants 


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selected by the Trustees or officers of the Trust, regardless of whether such
counsel or expert may also be a Trustee.

     Section 16. INTERESTED TRUSTEE TRANSACTIONS. Section 2-419 of the Maryland
General Corporation Law (the "MGCL") shall be available for and apply to any
contract or other transaction between the Trust and any of its Trustees or
between the Trust and any other trust, corporation, firm or other entity in
which any of its Trustees is a trustee or director or has a material financial
interest.

     Section 17. CERTAIN RIGHTS OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS. The
Trustees shall have no responsibility to devote their full time to the affairs
of the Trust. Any Trustee or officer, employee or agent of the Trust (other than
a full-time officer, employee or agent of the Trust), in his personal capacity
or in a capacity as an affiliate, employee, or agent of any other person, or
otherwise, may have business interests and engage in business activities similar
or in addition to those of or relating to the Trust.)

                                   ARTICLE IV

                                   COMMITTEES

     Section 1. NUMBER, TENURE AND QUALIFICATION. The Trustees may appoint from
among its members an Audit Committee, a Compensation Committee and other
committees, each composed of one or more Trustees, to serve at the pleasure of
the Trustees.

     Section 2. POWERS. The Trustees may delegate to committees appointed under
Section 1 of this Article any of the powers of the Trustees, except as
prohibited by law.

     Section 3. MEETINGS. In the absence of any member of any such committee,
the members thereof present at any meeting, whether or not they constitute a
quorum, may appoint another Trustee to act in the place of such absent member.
Notice of committee meetings shall be given in the same manner as notice for
special meetings of the Board of Trustees.

     One-third, but not less than two (except for one-member committees), of the
members of any committee shall be present in person at any meeting of such
committee in order to constitute a quorum for the transaction of business at
such meeting, and the act of a majority present shall be the act of such
committee. The Board of Trustees may designate a chairman of any committee, and
such chairman or any two members of any committee (except for one-member
committees) may fix the time and place of its meetings unless the Board shall
otherwise provide. In the absence or disqualification of any member of any such
committee, the members thereof present at any meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
Trustee to act at the meeting in the place of such absent or disqualified
members.



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     Each committee shall keep minutes of its proceedings and shall report the
same to the Board of Trustees at the next succeeding meeting, and any action by
the committee shall be subject to revision and alteration by the Board of
Trustees, provided that no rights of third persons shall be affected by any such
revision or alteration.

     Section 4. TELEPHONE MEETINGS. Members of a committee of the Trustees may
participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.

     Section 5. INFORMAL ACTION BY COMMITTEES. Any action required or permitted
to be taken at any meeting of a committee of the Trustees may be taken without a
meeting, if a consent in writing to such action is signed by each member of the
committee and such written consent is filed with the minutes of proceedings of
such committee.

     Section 6. VACANCIES. Subject to the provisions hereof, the Board of
Trustees shall have the power at any time to change the membership of any
committee, to fill all vacancies, to designate alternate members to replace any
absent or disqualified member or to dissolve any such committee.

     Section 7. EXECUTIVE COMMITTEE. The Executive Committee shall be composed
of not less than three Trustees and, subject to the exceptions hereafter
described, established for the purpose of undertaking or authorizing, on behalf
of the Board, any and all actions which might be undertaken or authorized by the
Board itself; provided that, in the absence of further resolution from the
Board, the Executive Committee shall not be empowered (i) to bind the Trust in
respect to an acquisition or disposition or series of acquisitions or
dispositions which have not been approved by or reported to the Board at a
duly-called meeting of the Board and any one of which exceeds Fifty Million
Dollars ($50,000,000) individually or Seventy-Five Million Dollars
($75,000,000), when aggregated with all other such unreported or unapproved
acquisitions or dispositions; (ii) to approve any merger or other
re-organization of the Trust; (iii) to make any recommendation to the
shareholders of the Trust; (iv) to elect any individual to an office of
executive vice-president or higher of the Trust; (v) to amend the Bylaws of the
Trust; (vi) to undertake any action which is within the jurisdiction of any
other committee of the Board; (vii) to authorize or fix the terms of any shares
of beneficial interest or other securities to be issued by the Trust or any OP
Units to be issued by the Operating Partnership unless (x) the maximum number of
securities of the Trust or OP Units of the Operating Partnership is not greater
than the quotient of $50,000,000 (in any one transaction) or $75,000,000 (in a
series of transactions which are unapproved by or unreported to the Board), and
in either case the Board has approved the terms and conditions of the
securities, divided by the fair market value (as determined by the Executive
Committee, whose determination shall be final and binding) of a share, OP Units
or other security or (y) the Board has given general authorization for issuance
of securities providing for or establishing a method or procedure for
determining the maximum number of such securities to be issued by the Trust or
the Operating Partnership;(viii) to enter into any transaction in which any
member of the Executive Committee has a financial interest which is adverse to
the Trust; or (ix) to borrow or enter into agreements to borrow in excess of One



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Hundred Million Dollars ($100,000,000) individually or in the aggregate, in
loans which have not been reported to or approved by the Board; and provided
further that the Executive Committee is expressly empowered, upon its
determination that any such increase in purchase price or decrease in sales
price is required in order to close a given transaction, to increase any
purchase price or to decrease any sales price previously approved by the Board
by an amount not greater than the lesser of (x) five percent (5%) of the
purchase or sales price previously approved by the Board or (y) Fifty Million
Dollars ($50,000,000).

     Section 8. CONFLICTS COMMITTEE.

          (a) The Conflicts Committee shall be composed of not less than three
(3) members, all of whom shall be Independent Trustees. The chair and other
members of the Conflicts Committee shall be appointed by the Board of Trustees,
with the affirmative vote of at least a majority of the Independent Trustees.

          (b) The Conflicts Committee shall have the power to consider and, in
each case where the transaction obligates or is expected to obligate the Trust
in an amount not greater than Fifty Million Dollars ($50,000,000), to approve,
in the name and on behalf of the Trust (including, without limitation, in the
name and on behalf of EOP Operating Limited Partnership, in the Trust's capacity
as its general partner, as applicable), any transaction in which the Trust is or
is proposed to be a party and as to which any Trustee knows at the time of
commitment that any of the following persons either is or is entitled to be a
party, whether directly or indirectly, to the transaction or has a sufficiently
material beneficial interest that the interest might reasonably be expected to
exert an influence on the Trustee's judgment if he were called upon to vote on
the transaction: (a) any Trustee or any Related Person of any Trustee; (b) any
person (other than the Trust) of which the Trustee is the owner of more than 5%
of any class of equity securities or is a director, trustee, general partner,
agent or employee; (c) any person that controls one or more of the persons
specified in clause (b) or a person that is controlled by, or is under common
control with, one or more of the persons specified in clause (b); or (d) an
individual who is a general partner, principal or employer of the Trustee.

          (c) Any Trustee who knows of a transaction covered by Section 8(b)
shall immediately notify and provide all material information about the
transaction to the Conflicts Committee, which shall thereafter promptly consider
the transaction. The Board of Trustees, any Trustee or any officer of the Trust
may notify the Conflicts Committee about any transaction that it has reason to
believe is covered by Section 8(b) and, upon request, such Trustee shall provide
to the Conflicts Committee all relevant information known or in the control of
the referring person. Upon receipt of notice pursuant to this paragraph, the
Conflicts Committee shall notify the Chairman of the Board and the Secretary of
the Trust in order that the Board of Trustees which, absent the Board's
determination that such notice was improper, shall take no further action with
respect to the transaction unless and until approved, ratified or recommended to
the Board by the Conflicts Committee. The Trust shall not enter into such
transaction without the approval, ratification or recommendation of the
Conflicts Committee acting by unanimous written consent or by the affirmative
vote of a majority of its members present and voting at any 



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meeting thereof (excluding any members disqualified pursuant to Section 8(d)).
Nothing in this Section 8 shall require approval of fees or other compensation
to Independent Trustees for their service as Trustees.

          (d)  Any member of the Conflicts Committee who is a party to or who 
has an interest in the transaction of the type described in Section 8(b) shall
take no part in the deliberations of the Conflicts Committee on the transaction.

          (e)  For purposes of this Section 8, the following terms shall have 
the followings meanings:

               "Affiliate" means a person or entity that directly or indirectly
          controls, or is controlled by, or is under common control with, a
          specified person or entity.

               "Control", including the terms "controlling" or "under common
          control with," means the possession, directly or indirectly, of the
          power to direct or cause the direction of the management and policies
          of a person, whether by ownership of voting securities, by contract or
          otherwise. The beneficial ownership of ten percent or more of
          securities entitled to be voted generally in the election of directors
          creates a presumption of control.

               "Independent Trustee" shall mean a Trustee who is not an officer,
          employee or agent of the Trust or an Affiliate of the Trust. For these
          purposes, Equity Group Investments, L.L.C. and its Affiliates shall be
          deemed to be Affiliates of the Trust until such time, if any, as the
          Board shall determine otherwise.

               "Time of commitment" as to a transaction means the time when the
          transaction is consummated or, if made pursuant to contract, the time
          when the Trust becomes contractually obligated so that its unilateral
          withdrawal from the transaction would entail significant loss,
          liability or other damage.

               "Related Person" of a Trustee means (a) the spouse (or a parent
          or sibling thereof) of the Trustee, or a child, grandchild, sibling,
          parent (or spouse of any thereof) of the Trustee, or an individual
          sharing the same residence as the Trustee, or a trust or estate of
          which a Trustee or an individual specified in this definition is a
          substantial beneficiary or (b) a trust, estate, incompetent,
          conservatee or minor of which the Trustee is a fiduciary.

     Section 9. AUDIT COMMITTEE

          I.   PURPOSE



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                    The primary purpose of the Audit Committee is to assist the
               Board in fulfilling its oversight responsibilities with respect
               to financial reports and other financial information. In this
               regard, the Audit Committee is to:

               (a)  Serve as an independent and objective body to monitor the
                    Trust's financial reporting process and internal control 
                    systems;

               (b)  Serve, together with the Board, as the ultimate authority to
                    which the independent auditor (the "Independent Auditor")
                    and the internal auditing department ("Internal Audit") are
                    accountable, and have, together with the Board, the ultimate
                    authority and responsibility to select, evaluate and, where
                    appropriate, replace the Independent Auditor (or to nominate
                    the Independent Auditor to be proposed for shareholder
                    approval in any proxy statement);

               (c)  Review and audit efforts of the Independent Auditor and
                    Internal Audit; and

               (d)  Provide an open avenue of communication among the
                    Independent Auditor, financial and senior management,
                    Internal Audit, and the Board.

          II.  COMPOSITION AND EXPERTISE

               (a)  Members of the Audit Committee shall meeting the
                    independence and experience requirements of the New York
                    Stock Exchange (the "NYSE") and any other market or markets,
                    if any, on which the securities of the Trust or any of its
                    subsidiaries are traded. Determinations as to whether a
                    particular trustee satisfies the requirements for membership
                    on the Audit Committee will be made by the Board.

               (b)  The members of the Audit Committee shall be elected by the
                    Board at the annual organizational meeting of the Board
                    (commencing with the 2001 organizational meeting) and shall
                    serve until their successors shall have been duly elected
                    and qualified or until their resignation or removal. Unless
                    a Chair is designated by the full Board, the members of the
                    Audit Committee may elect a Chair by majority vote.

               (c)  The Audit Committee shall be composed of not less than three
                    Trustees.


          III. DUTIES AND RESPONSIBILITIES



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                    The Audit Committee shall:

                            Documents/Reports Review
                            ------------------------

               (a)  Review the adequacy of this Charter at least annually and at
                    such other intervals as the Audit Committee or the Board
                    determines.

               (b)  Review and discuss with management the annual audited and
                    quarterly financial statements.

               (c)  Review reports to management prepared by the Independent
                    Auditor or Internal Audit and any responses to the same by
                    management.

                               Independent Auditor
                               -------------------

               (d)  Review and recommend to the Board: (i) the selection of the
                    Independent Auditor to audit the books, records and accounts
                    of the Trust, and (ii) the approval of the fees and other
                    compensation of the Independent Auditor.

               (e)  Review and discuss with the Independent Auditor all
                    significant relationships that the auditor and its
                    affiliates have with the Trust and its affiliates in order
                    to determine the auditor's independence. The Audit Committee
                    shall: (1) request, receive and review and a periodic basis,
                    a formal written statement from the Independent Auditor
                    delineating all relationships between the Independent
                    Auditor and the Trust, (ii) discuss with the Independent
                    Auditor and disclosed relationships or services that may
                    impact the objectivity and independence of the Independent
                    Auditor and (iii) recommend that the Board take appropriate
                    action in response to the Independent Auditor's report to
                    satisfy itself of the Independent Auditor's independence.

                           Financial Reporting Process
                           ---------------------------

               (f)  Review the financial processes and audit controls, both
                    internal and external, based on consultation with the
                    Independent Auditor and Internal Audit.

               (g)  Review the Independent Auditor's judgment about the quality
                    and appropriateness of accounting principles as applied in
                    financial reporting.

               (h)  Consider and, if appropriate, recommend to the Board
                    significant changes to auditing and accounting principles
                    and practices as suggested by the Independent Auditor,
                    management of Internal Audit.



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                              Process Improvements
                              --------------------

               (i)  Review reports to the Audit Committee by each of management,
                    the Independent Auditor and Internal Audit regarding any
                    significant judgments made in management's preparation of
                    financial statements and the view of each as to the
                    appropriateness of such judgments.

               (j)  Review with each of management, the Independent Auditor and
                    Internal Audit any significant difficulties encountered
                    during the course of each audit.

               (k)  Review any significant disagreement among management, the
                    Independent Auditor and Internal Audit in connection with
                    the preparation of the financial statements.

               (l)  Review with the Independent Auditor, Internal Audit and
                    management the extent to which changes or improvements in
                    financial or accounting practices and internal controls, as
                    approved by the Audit Committee, have been implemented.

                                      Other
                                      -----

               (m)  Annually prepare a report to shareholders as required by the
                    Securities and Exchange Commission.

               (n)  Keep a record of the acts and proceedings of the Audit
                    Committee and report thereon to the Board periodically or
                    whenever requested to do so.

               (o)  Review, with the Trust's counsel, legal compliance matters
                    or any legal matter that could have a significant impact on
                    the organization's financial statements.

               (p)  Perform such other activities, consistent with this Charter,
                    the Trust's Declaration of Trust, Bylaws and governing law,
                    as the Audit Committee or the Board deems necessary or
                    appropriate.

               (q)  While the Audit Committee has the responsibilities and
                    powers set forth in this Charter, it is not the duty of the
                    Audit Committee to plan or conduct audits, to implement
                    internal controls or to determine that the Trust's financial
                    statements are complete and accurate and are in accordance
                    with generally accepted accounting principles. This is the
                    responsibility of management and the Independent Auditor.
                    Nor is it the duty of the Audit Committee to conduct
                    investigations, to resolve disagreements, if any, amount
                    management, the Independent Auditor or Internal Audit or to
                    assure compliance with laws and regulations. The review of
                    the financial statements by the Audit Committee is not of
                    the same quality as the audit performed by the Independent
                    Auditor. In carrying out its responsibilities, the







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                      Audit Committee's policies and procedures should remain
                      flexible in order to best react to a changing environment.


     Section 10. COMPENSATION AND OPTION COMMITTEE. The Compensation and Option
Committee shall be composed of at least one Trustee. The Compensation and Option
Committee shall be authorized to establish the compensation and benefit
arrangements for the officers and key employees of the Trust and to establish
general policy relating to compensation and benefit arrangements of employees of
the Trust. The Compensation and Option Committee shall also administer the share
plans and compensation programs of the Trust. The Compensation and Option
Committee shall be authorized to establish awards under and administer the
Trust's Supplemental Retirement Savings Plan.

     Section 11. COMMITTEE ON TRUST GOVERNANCE. The Committee on Trust
Governance shall be composed of not less than three Trustees. The Committee on
Trust Governance shall be authorized to (i) study, and review with management,
the overall effectiveness of the organization of the Board of Trustees and the
conduct of its business, and make appropriate recommendations to the Trustees
with regard thereto; (ii) review the appropriateness and adequacy of information
supplied to the Trustees prior to and during Board of Trustee meetings of the
Trustees; (iii) develop, submit to the Trustees for their approval and
thereafter monitor implementation of Guidelines on Trust Governance Issues in
respect to the operation of the Board of Trustees and propose to the Trustees
for their approval from time to time such revisions therein as the Committee on
Trust Governance deems to be appropriate; (iv) develop and maintain criteria and
procedures for the identification and recruitment or retention of candidates for
election or reelection to serve as Trustees of the Trust, including
consideration of the performance of incumbent Trustees in determining whether to
nominate them for reelection; and (v) recommend to the Trustees, with the advice
of the Chairman and the President and Chief Executive Officer of the Trust,
nominees for election or reelection as Trustees. The Chairman of the Board as
well as the President and Chief Executive Officer shall be ex-officio members of
the Committee on Trust Governance.


                                    ARTICLE V

                                    OFFICERS

     Section 1. GENERAL PROVISIONS. The officers of the Trust shall include a
president, a secretary and a treasurer and may include a chairman of the board,
a vice chairman of the board, a chief executive officer, a chief operating
officer, a chief financial officer, a chief legal counsel, one or more vice
presidents, one or more assistant secretaries and one or more assistant
treasurers. In addition, the Trustees may from time to time appoint such other
officers with such powers and duties as they shall deem necessary or desirable.
The officers of the Trust shall be elected annually by the Trustees at the first
meeting of the Trustees held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as may be convenient. Each officer shall hold office


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until his successor is elected and qualifies or until his death, resignation or
removal in the manner hereinafter provided. Any two or more offices except
president and vice president may be held by the same person. In their
discretion, the Trustees may leave unfilled any office except that of president
and secretary. Election of an officer or agent shall not of itself create
contract rights between the Trust and such officer or agent.

     Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Trust may
be removed by the Trustees if in their judgment the best interests of the Trust
would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Any officer of the Trust may
resign at any time by giving written notice of his resignation to the Trustees,
the chairman of the board, the president or the secretary. Any resignation shall
take effect at any time subsequent to the time specified therein or, if the time
when it shall become effective is not specified therein, immediately upon its
receipt. The acceptance of a resignation shall not be necessary to make it
effective unless otherwise stated in the resignation. Such resignation shall be
without prejudice to the contract rights, if any, of the Trust.

     Section 3. VACANCIES. A vacancy in any office may be filled by the Trustees
for the balance of the term.

     Section 4. CHIEF EXECUTIVE OFFICER. The Trustees may designate a chief
executive officer from among the elected officers. The chief executive officer
shall have responsibility for implementation of the policies of the Trust, as
determined by the Trustees, and for the administration of the business affairs
of the Trust. In the absence of both the chairman and vice chairman of the
board, the chief executive officer shall preside over the meetings of the
Trustees and of the shareholders at which he shall be present.

     Section 5. CHIEF OPERATING OFFICER. The Trustees may designate a chief
operating officer from among the elected officers. Said officer will have the
responsibilities and duties as set forth by the Trustees or the chief executive
officer.

     Section 6. CHIEF FINANCIAL OFFICER. The Trustees may designate a chief
financial officer from among the elected officers. Said officer will have the
responsibilities and duties as set forth by the Trustees or the chief executive
officer.

     Section 7. CHIEF LEGAL COUNSEL. The Trustees may designate a chief legal
counsel from among the elected officers. Said officer will have the
responsibilities and duties as set forth by the trustees or the chief executive
officer.

     Section 8. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The chairman of the
board shall preside over the meetings of the Trustees and of the shareholders at
which he shall be present and shall in general oversee all of the business and
affairs of the Trust. In the absence of the chairman of the board, the vice
chairman of the board shall preside at such meetings at which he shall be
present. The chairman and the vice chairman of the board may execute any deed,
mortgage, bond, contract or other instrument, except in cases where the


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execution thereof shall be expressly delegated by the Trustees or by these
Bylaws to some other officer or agent of the Trust or shall be required by law
to be otherwise executed. The chairman of the board and the vice chairman of the
board shall perform such other duties as may be assigned to him or them by the
Trustees.

     Section 9. PRESIDENT. In the absence of the chairman, the vice chairman of
the board and the chief executive officer, the president shall preside over the
meetings of the Trustees and of the shareholders at which he shall be present.
In the absence of a designation of a chief executive officer by the Trustees,
the president shall be the chief executive officer and shall be ex officio a
member of all committees that may, from time to time, be constituted by the
Trustees. The president may execute any deed, mortgage, bond, contract or other
instrument, except in cases where the execution thereof shall be expressly
delegated by the Trustees or by these Bylaws to some other officer or agent of
the Trust or shall be required by law to be otherwise executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the Trustees from time to time.

     Section 10. VICE PRESIDENTS. In the absence of the president or in the
event of a vacancy in such office, the vice president (or in the event there be
more than one vice president, the vice presidents in the order designated at the
time of their election or, in the absence of any designation, then in the order
of their election) shall perform the duties of the president and when so acting
shall have all the powers of and be subject to all the restrictions upon the
president; and shall perform such other duties as from time to time may be
assigned to him by the president or by the Trustees. The Trustees may designate
one or more vice presidents as executive vice president, senior vice president
or as vice president for particular areas of responsibility.

     Section 11. SECRETARY. The secretary shall (a) keep the minutes of the
proceedings of the shareholders, the Trustees and committees of the Trustees in
one or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the trust records and of the seal of the Trust; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) have general charge of the share
transfer books of the Trust; and (f) in general perform such other duties as
from time to time may be assigned to him by the chief executive officer, the
president or by the Trustees.

     Section 12. TREASURER. The treasurer shall have the custody of the funds
and securities of the Trust and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Trust and shall deposit all
moneys and other valuable effects in the name and to the credit of the Trust in
such depositories as may be designated by the Trustees.

     He shall disburse the funds of the Trust as may be ordered by the Trustees,
taking proper vouchers for such disbursements, and shall render to the president
and Trustees, at the regular meetings of the Trustees or whenever they may
require it, an account of all his transactions as treasurer and of the financial
condition of the Trust.


                                       19

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     If required by the Trustees, he shall give the Trust a bond in such sum and
with such surety or sureties as shall be satisfactory to the Trustees for the
faithful performance of the duties of his office and for the restoration to the
Trust, in case of his death, resignation, retirement or removal from office, of
all books, papers, vouchers, moneys and other property of whatever kind in his
possession or under his control belonging to the Trust.

     Section 13. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or treasurer, respectively, or by the
president or the Trustees. The assistant treasurers shall, if required by the
Trustees, give bonds for the faithful performance of their duties in such sums
and with such surety or sureties as shall be satisfactory to the Trustees.

     Section 14. SALARIES. The salaries and other compensation of the officers
shall be fixed from time to time by the Trustees and no officer shall be
prevented from receiving such salary or other compensation by reason of the fact
that he is also a Trustee.


                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1. CONTRACTS. The Trustees may authorize any officer or agent to
enter into any contract or to execute and deliver any instrument in the name of
and on behalf of the Trust and such authority may be general or confined to
specific instances. Any agreement, deed, mortgage, lease or other document
executed by one or more of the Trustees or by an authorized person shall be
valid and binding upon the Trustees and upon the Trust when authorized or
ratified by action of the Trustees.

     Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Trust shall be signed by such officer or agent of the Trust in such manner
as shall from time to time be determined by the Trustees.

     Section 3. DEPOSITS. All funds of the Trust not otherwise employed shall be
deposited from time to time to the credit of the Trust in such banks, trust
companies or other depositories as the Trustees may designate.


                                       20

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                                   ARTICLE VII

                                     SHARES

     Section 1. CERTIFICATES; UNCERTIFICATED SHARES. Unless the Board of
Trustees of the Trust authorizes the issue of some or all of the shares of any
or all of its classes or series without certificates, each shareholder shall be
entitled to a certificate or certificates which shall represent and certify the
number of shares of each class of beneficial interest held by him in the Trust.
Each certificate shall be signed by the chief executive officer, the president
or a vice president and countersigned by the secretary or an assistant secretary
or the treasurer or an assistant treasurer and may be sealed with the seal, if
any, of the Trust. The signatures may be either manual or facsimile.
Certificates shall be consecutively numbered; and if the Trust shall, from time
to time, issue several classes or series of shares, each class or series may
have its own number series. A certificate is valid and may be issued whether or
not an officer who signed it is still an officer when it is issued. Each
certificate representing shares which are restricted as to their transferability
or voting powers, which are preferred or limited as to their dividends or as to
their allocable portion of the assets of the Trust upon liquidation or which are
redeemable at the option of the Trust, shall have a statement of such
restriction, limitation, preference or redemption provision, or a summary
thereof, plainly stated on the certificate. In lieu of such statement or
summary, the Trust may set forth upon the face or back of the certificate a
statement that the Trust will furnish to any shareholder, upon request and
without charge, a full statement of such information. At the time of issue or
transfer of shares without certificates, the Trust shall send the shareholder a
written statement of the information required on certificates by Section 8-203
of Title 8 of the Corporations and Associations Article of the Annotated Code of
Maryland.

     Section 2. TRANSFERS. Certificates shall be treated as negotiable and title
thereto and to the shares they represent shall be transferred by delivery
thereof duly endorsed or with proper evidence of transfer to the same extent as
those of a Maryland stock corporation. Upon surrender to the Trust or the
transfer agent of the Trust of a share certificate or uncertificated security
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Trust shall issue a new certificate or uncertificated
security to the person entitled thereto, cancel the old certificate and record
the transaction upon its books.

     The Trust shall be entitled to treat the holder of record of any share or
shares as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Maryland.

     Notwithstanding the foregoing, transfers of shares of beneficial interest
of the Trust will be subject in all respects to the Declaration of Trust and all
of the terms and conditions contained therein.

     Section 3. REPLACEMENT CERTIFICATE. Any officer designated by the Trustees
may direct a new certificate to be issued in place of any certificate previously
issued by the Trust 


                                       21

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alleged to have been lost, stolen or destroyed upon the making of an affidavit 
of that fact by the person claiming the certificate to be lost, stolen or
destroyed. When authorizing the issuance of a new certificate, an officer
designated by the Trustees may, in his discretion and as a condition precedent
to the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or the owner's legal representative to advertise the same in such
manner as he shall require and/or to give bond, with sufficient surety, to the
Trust to indemnify it against any loss or claim which may arise as a result of
the issuance of a new certificate.

     Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Trustees
may set, in advance, a record date for the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or determining
shareholders entitled to receive payment of any dividend or the allotment of any
other rights, or in order to make a determination of shareholders for any other
proper purpose. Such date, in any case, shall not be prior to the close of
business on the day the record date is fixed and shall be not more than 90 days
and, in the case of a meeting of shareholders not less than ten days, before the
date on which the meeting or particular action requiring such determination of
shareholders of record is to be held or taken.

     In lieu of fixing a record date, the Trustees may provide that the share
transfer books shall be closed for a stated period but not longer than 20 days.
If the share transfer books are closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days before the date of such meeting.

     If no record date is fixed and the share transfer books are not closed for
the determination of shareholders, (a) the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the day on which the notice of meeting is mailed
or the 30th day before the meeting, whichever is the closer date to the meeting;
and (b) the record date for the determination of shareholders entitled to
receive payment of a dividend or an allotment of any other rights shall be the
close of business on the day on which the resolution of the Trustees, declaring
the dividend or allotment of rights, is adopted.

     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, except when (i) the determination has been
made through the closing of the transfer books and the stated period of closing
has expired or (ii) the meeting is adjourned to a date more than 120 days after
the record date fixed for the original meeting, in either of which case a new
record date shall be determined as set forth herein.

     Section 5. SHARE LEDGER. The Trust shall maintain at its principal office
or at the office of its counsel, accountants or transfer agent, an original or
duplicate share ledger containing the name and address of each shareholder and
the number of shares of each class held by such shareholder.

     Section 6. FRACTIONAL SHARES; ISSUANCE OF UNITS. The Trustees may issue
fractional shares or provide for the issuance of scrip, all on such terms and
under such conditions 


                                       22

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as they may determine. Notwithstanding any other provision of the Declaration 
of Trust or these Bylaws, the Trustees may issue units consisting of different 
securities of the Trust. Any security issued in a unit shall have the same 
characteristics as any identical securities issued by the Trust, except that 
the Trustees may provide that for a specified period securities of the Trust 
issued in such unit may be transferred on the books of the Trust only in such 
unit.


                                  ARTICLE VIII

                                 ACCOUNTING YEAR

     The Trustees shall have the power, from time to time, to fix the fiscal
year of the Trust by a duly adopted resolution.


                                   ARTICLE IX

                                  DISTRIBUTIONS

     Section 1. AUTHORIZATION. Dividends and other distributions upon the shares
of beneficial interest of the Trust may be authorized and declared by the
Trustees, subject to the provisions of law and the Declaration of Trust.
Dividends and other distributions may be paid in cash, property or shares of the
Trust, subject to the provisions of law and the Declaration of Trust.

     Section 2. CONTINGENCIES. Before payment of any dividends or other
distributions, there may be set aside out of any funds of the Trust available
for dividends or other distributions such sum or sums as the Trustees may from
time to time, in their absolute discretion, think proper as a reserve fund for
contingencies, for equalizing dividends or other distributions, for repairing or
maintaining any property of the Trust or for such other purpose as the Trustees
shall determine to be in the best interest of the Trust, and the Trustees may
modify or abolish any such reserve in the manner in which it was created.


                                    ARTICLE X

                                      SEAL

     Section 1. SEAL. The Trustees may authorize the adoption of a seal by the
Trust. The seal shall have inscribed thereon the name of the Trust and the year
of its formation. The Trustees may authorize one or more duplicate seals and
provide for the custody thereof.

     Section 2. AFFIXING SEAL. Whenever the Trust is permitted or required to
affix its seal to a document, it shall be sufficient to meet the requirements of
any law, rule or regulation 


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relating to a seal to place the word "(SEAL)" adjacent to the signature of the 
person authorized to execute the document on behalf of the Trust.


                                   ARTICLE XI

                     INDEMNIFICATION AND ADVANCE OF EXPENSES

     To the maximum extent permitted by Maryland law in effect from time to
time, the Trust shall indemnify (a) any Trustee, officer or shareholder or any
former Trustee, officer or shareholder (including among the foregoing, for all
purposes of this Article XII and without limitation, any individual who, while a
Trustee, officer or shareholder and at the express request of the Trust, serves
or has served another corporation, partnership, joint venture, trust, employee
benefit plan or any other enterprise as a director, officer, shareholder,
partner or trustee of such corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise) who has been successful, on the
merits or otherwise, in the defense of a proceeding to which he was made a party
by reason of service in such capacity, against reasonable expenses incurred by
him in connection with the proceeding, (b) any Trustee or officer or any former
Trustee or officer against any claim or liability to which he may become subject
by reason of such status unless it is established that (i) his act or omission
was material to the matter giving rise to the proceeding and was committed in
bad faith or was the result of active and deliberate dishonesty, (ii) he
actually received an improper personal benefit in money, property or services or
(iii) in the case of a criminal proceeding, he had reasonable cause to believe
that his act or omission was unlawful and (c) each shareholder or former
shareholder against any claim or liability to which he may become subject by
reason of such status. In addition, the Trust shall, without requiring a
preliminary determination of the ultimate entitlement to indemnification, pay or
reimburse, in advance of final disposition of a proceeding, reasonable expenses
incurred by a Trustee, officer or shareholder or former Trustee, officer or
shareholder made a party to a proceeding by reason such status, provided that,
in the case of a Trustee or officer, the Trust shall have received (i) a written
affirmation by the Trustee or officer of his good faith belief that he has met
the applicable standard of conduct necessary for indemnification by the Trust as
authorized by these Bylaws and (ii) a written undertaking by or on his behalf to
repay the amount paid or reimbursed by the Trust if it shall ultimately be
determined that the applicable standard of conduct was not met. The Trust may,
with the approval of its Trustees, provide such indemnification or payment or
reimbursement of expenses to any Trustee, officer or shareholder or any former
Trustee, officer or shareholder who served a predecessor of the Trust and to any
employee or agent of the Trust or a predecessor of the Trust. Neither the
amendment nor repeal of this Article, nor the adoption or amendment of any other
provision of the Declaration of Trust or these Bylaws inconsistent with this
Article, shall apply to or affect in any respect the applicability of this
Article with respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption.

     Any indemnification or payment or reimbursement of the expenses permitted
by these Bylaws shall be furnished in accordance with the procedures provided
for indemnification or payment or reimbursement of expenses, as the case may be,
under Section 2-418 of the MGCL for directors of Maryland corporations. The
Trust may provide to Trustees, officers and 


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shareholders such other and further indemnification or payment or reimbursement 
of expenses, as the case may be, to the fullest extent permitted by the MGCL, 
as in effect from time to time, for directors of Maryland corporations.


                                   ARTICLE XII

                                WAIVER OF NOTICE

     Whenever any notice is required to be given pursuant to the Declaration of
Trust or Bylaws or pursuant to applicable law, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at nor the purpose of any meeting
need be set forth in the waiver of notice, unless specifically required by
statute. The attendance of any person at any meeting shall constitute a waiver
of notice of such meeting, except where such person attends a meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.


                                  ARTICLE XIII

          EXCLUSIVE POWER OF THE BOARD OF TRUSTEES TO AMEND THE BYLAWS

     Except as provided in Article XIV, the Board of Trustees shall have the
exclusive power to adopt, alter or repeal any provision of these Bylaws and to
make new Bylaws.


                                   ARTICLE XIV

                               AMENDMENT OF BYLAWS

     The Trustees shall have the power to adopt, alter or repeal any provision
of these Bylaws and to make new Bylaws; provided, however, that Article II,
Section 2 of Article III and this Article XIV of these Bylaws shall not be
amended without the consent of shareholders by a vote of a majority of the votes
cast at a meeting of shareholders duly called and at which a quorum is present.


                                   ARTICLE XV
                                  MISCELLANEOUS

     All references to the Declaration of Trust shall include any amendments
thereto.


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