{"id":43630,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-option-agreement-cornerstone-properties-inc-equity.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-agreement-cornerstone-properties-inc-equity","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-option-agreement-cornerstone-properties-inc-equity.html","title":{"rendered":"Stock Option Agreement &#8211; Cornerstone Properties Inc., Equity Office Properties Trust and Deutsche Bank AG"},"content":{"rendered":"<pre>                             STOCK OPTION AGREEMENT\n\n                  THIS STOCK OPTION AGREEMENT (this 'Agreement') is entered into\nas of February 11, 2000, by and among CORNERSTONE PROPERTIES INC., a Nevada\ncorporation ('Cornerstone'), EQUITY OFFICE PROPERTIES TRUST, a Maryland real\nestate investment trust ('EOP'), DEUTSCHE BANK AG der Deutschen Bank, a stock\ncorporation organized under German law ('Deutsche Bank'), and DEUTSCHER HEROLD\nLEBENSVERSICHERUNGS-AG, a stock corporation organized under German law and an\nindirect subsidiary of Deutsche Bank ('Deutscher Herold').\n\n                  In consideration of the mutual covenants and agreements\ncontained herein and other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, and intending to be legally bound\nhereby, the parties hereto hereby agree as follows:\n\n\n                                    ARTICLE I\n                                THE STOCK OPTION\n\n                  1.1 GRANT OF STOCK OPTION. Each of Deutsche Bank and Deutscher\nHerold hereby grant to each of Cornerstone and EOP (each, a 'Purchaser') an\nirrevocable option (the 'Stock Option') to purchase, subject to the terms\nhereof, the number of fully paid and non-assessable shares of 7.0% Cumulative\nConvertible Preferred Stock, with no par value, of Cornerstone ('Cornerstone\nPreferred Stock') set forth on SCHEDULE A attached hereto opposite its name,\nsubject to adjustment pursuant to Section 5 hereof (such shares of Cornerstone\nPreferred Stock held by Deutsche Bank and Deutscher Herold are referred to\ncollectively as the 'Option Shares'), at a purchase price of $18.00 in cash per\nshare of Cornerstone Preferred Stock or, if the Merger Agreement (as defined\nherein) is amended to increase the price per share of a share of Cornerstone\ncommon stock, no par value, in excess of $18.00 per share, then at a purchase\nprice in cash equal to such greater price per share of Cornerstone common stock,\nno par value, as is so specified in the Merger Agreement, as so amended, in each\ncase together with the dividends accrued and unpaid to the date of the Option\nClosing (the 'Purchase Price'), and in the manner set forth in Sections 1.2, 1.3\nand 1.4 hereof.\n\n                  1.2  EXERCISE OF THE STOCK OPTION.\n\n                           (a) The Stock Option may be exercised by Cornerstone\nor EOP, in whole but not in part, at any time or from time to time prior to\ntermination of the Stock Option in accordance with this Section 1.2 and Section\n9.8 hereof.\n\n                           (b) If at any time Cornerstone desires to exercise\nthe Stock Option, Cornerstone shall (1) deliver to each of Deutsche Bank and\nDeutscher Herold a written notice (a 'Cornerstone Exercise Notice,' with the\ndate of the\n\n\n\nCornerstone Exercise Notice being hereinafter called the 'Cornerstone Notice\nDate') notifying each of Deutsche Bank and Deutscher Herold of its exercise of\nthe Stock Option and (2) on the Cornerstone Notice Date, deliver to EOP a copy\nof the Cornerstone Exercise Notice. The closing of such exercise by Cornerstone\nof the Stock Option (the 'Cornerstone Option Closing') shall occur on the third\nbusiness day immediately following the Cornerstone Notice Date at a time and at\na place in New York, New York designated by Cornerstone in the Cornerstone\nExercise Notice. 'Business Day' means a business day in Frankfurt, Bonn and New\nYork.\n\n                           (c) Subject to Section 1.2(d) hereof, if at any time\nEOP desires to exercise the Stock Option, EOP shall (1) deliver to each of\nDeutsche Bank and Deutscher Herold a written notice (an 'EOP Exercise Notice,'\nwith the date of the EOP Exercise Notice being hereinafter called the 'EOP\nNotice Date') notifying each of Deutsche Bank and Deutscher Herold of its\nexercise of the Stock Option and (2) on the EOP Notice Date, deliver to\nCornerstone a copy of the EOP Exercise Notice; PROVIDED, HOWEVER, that EOP shall\nnot be entitled to exercise the Stock Option or to deliver an EOP Exercise\nNotice if Cornerstone has delivered a Cornerstone Exercise Notice in accordance\nwith the terms of this Agreement and the date for the Cornerstone Option Closing\ncorresponding to such Cornerstone Option Closing, as set forth in Section 1.2(b)\nhereof, has not passed. Subject to Section 1.2(d) hereof, the closing of such\nexercise by EOP of the Stock Option (the 'EOP Option Closing') shall occur on\nthe ninth business day immediately following the EOP Notice Date at a time and\nat a place in New York, New York designated by EOP in the EOP Exercise Notice.\n\n                           (d) Upon receipt of an EOP Exercise Notice,\nCornerstone shall have the right, exercisable at any time prior to 5:00 p.m.,\nNew York time, on the second business day after the EOP Notice Date, to (1)\ndeliver to each of Deutsche Bank and Deutscher Herold a Cornerstone Exercise\nNotice notifying each of Deutsche Bank and Deutscher Herold of its exercise of\nthe Stock Option and (2) on the Cornerstone Notice Date, deliver to EOP a copy\nof the Cornerstone Exercise Notice. If Cornerstone so exercises the Stock\nOption, the Cornerstone Option Closing shall occur on the third business day\nimmediately following the Cornerstone Notice Date at a time and at a place in\nNew York, New York designated by Cornerstone in the Cornerstone Exercise Notice.\nUpon Cornerstone's purchase of the Option Shares pursuant thereto, the EOP\nExercise Notice delivered pursuant to Section 1.2(d) shall be deemed of no force\nor effect.\n\n                           (e) Upon receipt of a Cornerstone Exercise Notice,\neach of Deutsche Bank and Deutscher Herold shall be obligated, provided that the\nconditions specified in Section 1.3 hereto shall be satisfied, to deliver to\nCornerstone a certificate or certificates evidencing the Option Shares held by\nit, in accordance with the terms of this Agreement, on the third business day\nimmediately following the Cornerstone Notice Date.\n\n                                      -2-\n\n\n                           (f) On the date set for closing of any purchase of\nOption Shares hereunder, each of Deutsche Bank and Deutscher Herold shall,\nsubject to satisfaction of the conditions specified in Section 1.3 hereof and\nreceipt of the Purchase Price therefor, deliver to Purchaser (i) a certificate\nor certificates representing the Option Shares held by it, properly endorsed or\notherwise in proper form for transfer, and (ii) an irrevocable proxy in form\nreasonably acceptable to Purchaser authorizing Purchaser or its designee to vote\nsuch Option Shares on all matters submitted to a vote of the holders of\nCornerstone Preferred Stock.\n\n                  1.3 CONDITIONS TO DELIVERY OF THE OPTION SHARES. The right of\neach of Cornerstone or EOP to exercise the Stock Option and the obligation of\neach of Deutsche Bank and Deutscher Herold to deliver the Option Shares held by\nit upon the exercise of the Stock Option are subject to the following\nconditions:\n\n                           (a) Such delivery would not violate in any material\nrespect, or otherwise cause a material violation of, any material Law (as\ndefined herein), including, without limitation, under the Hart-Scott-Rodino\nAntitrust Improvements Act of 1976, as amended ('Hart-Scott-Rodino'), applicable\nto such exercise of Stock Option and the delivery of the Option Shares; and\n\n                           (b) There shall be no preliminary or permanent\ninjunction or other order by any court of competent jurisdiction preventing or\nprohibiting such exercise of the Stock Option or the delivery of Option Shares\nin respect of such exercise.\n\n                  1.4 CLOSING. At the Option Closing, Cornerstone or EOP, as\napplicable, shall pay to each of Deutsche Bank and Deutscher Herold, upon\nreceipt of the certificate or certificates and proxy pursuant to Section 1.2(f),\nthe aggregate Purchase Price for Option Shares to be purchased by Cornerstone or\nEOP, as applicable (net of any taxes required to be held pursuant to Section\n1445 of the Internal Revenue Code of 1986, as amended), by wire transfer of\nimmediately available funds to an account(s) designated by each of Deutsche Bank\nand Deutscher Herold at least two business days prior to the Option Closing.\n\n                  1.5 ADJUSTMENTS UPON SHARE ISSUANCES, CHANGES IN\nCAPITALIZATION, ETC. In the event of any change in the Cornerstone Preferred\nStock or in the number of outstanding shares of Cornerstone Preferred Stock by\nreason of a stock dividend, split-up, recapitalization, combination, exchange of\nshares or similar transaction or any other change in the corporate or capital\nstructure of Cornerstone (including, without limitation, the declaration or\npayment of an extraordinary dividend in the form of cash, securities or other\nproperty), the type and number of shares or securities to be delivered by\nDeutsche Bank and Deutscher Herold upon exercise of the Stock Option shall be\nadjusted appropriately.\n\n                                      -3-\n\n\n                                   ARTICLE II\n               REPRESENTATIONS AND WARRANTIES OF DEUTSCHE BANK AND\n                                DEUTSCHER HEROLD\n\n                  Each of Deutsche Bank and Deutscher Herold hereby represents\nand warrants to each of Cornerstone and EOP as follows:\n\n                  2.1 AUTHORITY RELATIVE TO THIS AGREEMENT. It has all requisite\ncorporate power and authority to execute and deliver this Agreement, to perform\nits obligations hereunder and to consummate the transactions contemplated hereby\nto be consummated by it. The execution and delivery of this Agreement by it and\nthe consummation by it of the transactions contemplated hereby have been duly\nauthorized by all necessary corporate action, and no other corporate proceedings\non the part of it are necessary to authorize the execution and delivery of this\nAgreement or to consummate the transactions contemplated hereby. This Agreement\nhas been duly executed and delivered by it and constitutes the legal, valid and\nbinding obligations of it, enforceable against it in accordance with its terms,\nsubject to applicable bankruptcy, insolvency, moratorium or other similar Laws\nrelating to creditors' rights and general principles of equity.\n\n                  2.2 NO LIENS. The Option Shares shall be delivered free and\nclear of all security interests, liens, claims, pledges, options, rights of\nfirst refusal, agreements, limitations on voting rights, charges and other\nencumbrances of any nature whatsoever (other than this Agreement).\n\n                  2.3 NO VIOLATION. The execution and delivery of this Agreement\nby it do not, the performance of its obligations hereunder by it will not, the\nconsummation by it of the transactions contemplated to be performed by it\nhereunder will not and the exercise by Cornerstone or EOP of the Stock Option\nhereunder will not, (i) violate or conflict with any provision of any judgment,\norder, decree, statute, law, ordinance, rule or regulation (collectively,\n'Laws') in effect on the date of this Agreement and applicable to it (it being\nunderstood that neither Deutsche Bank nor Deutscher Herold makes any\nrepresentation or warranty with respect to Hart-Scott-Rodino); (ii) require it\nto obtain any consent, waiver, approval, license or authorization or permit of,\nor make any filing with, or notification to, any governmental entities, based on\nlaws, rules, regulations and other requirements of governmental entities in\neffect as of the date of this Agreement (it being understood that neither\nDeutsche Bank nor Deutscher Herold makes any representation or warranty with\nrespect to Hart-Scott-Rodino); (iii) require the consent, waiver, approval,\nlicense or authorization of any person (other than a governmental entity and\nother than the property trustee (Deckungsstocktreuhander) of Deutscher Herold);\n(iv) violate, conflict with or result in a breach of any obligation under, or\nconstitute a default (or an event which with notice or the lapse of time or both\nwould become a default) under, or give to others any rights of, or result in\nany, termination, amendment, acceleration or cancellation of, or loss of any\nbenefit or\n\n                                      -4-\n\n\ncreation of a right of first refusal, or require any payment under, any\nprovision of any indenture, mortgage, note, bond, lien, lease, license,\nagreement, contract, order, judgment, ordinance, permit or other instrument or\nobligation to which it is a party or by which it is bound or subject to; or (v)\nconflict with or violate the articles or certificate of incorporation or bylaws,\nor the equivalent organizational documents, in each case as amended or restated,\nof it.\n\n\n                                   ARTICLE III\n                  REPRESENTATIONS AND WARRANTIES OF CORNERSTONE\n\n                  Cornerstone hereby represents and warrants to each of Deutsche\nBank and Deutscher Herold that it has all requisite corporate power and\nauthority to execute and deliver this Agreement, to perform its obligations\nhereunder and to consummate the transactions contemplated hereby to be\nconsummated by Cornerstone. The execution and delivery of this Agreement by\nCornerstone have been duly authorized by the Board of Directors of Cornerstone.\nThis Agreement has been duly executed and delivered by Cornerstone and\nconstitutes the legal, valid and binding obligations of it, enforceable against\nit in accordance with its terms, subject to applicable bankruptcy, insolvency,\nmoratorium or other similar laws relating to creditors' rights and general\nprinciples of equity.\n\n\n                                   ARTICLE IV\n                            COVENANTS OF CORNERSTONE\n\n                  Cornerstone hereby covenants and agrees that it shall acquire\nOption Shares and\/or other securities acquired upon its exercise of the Stock\nOption for investment purposes only and not with a view to any distribution\nthereof in violation of the Securities Act of 1933, as amended (the 'Securities\nAct'), and immediately shall cancel the Option Shares upon their purchase by\nCornerstone hereunder.\n\n\n                                    ARTICLE V\n                      REPRESENTATIONS AND WARRANTIES OF EOP\n\n                  EOP hereby represents and warrants to each of Deutsche Bank\nand Deutscher Herold that it has all requisite trust power and authority to\nexecute and deliver this Agreement, to perform its obligations hereunder and to\nconsummate the transactions contemplated hereby to be consummated by EOP. The\nexecution and delivery of this Agreement by EOP have been duly authorized by the\nBoard of Trustees of EOP. This Agreement has been duly executed and delivered by\nEOP and constitutes the legal, valid and binding obligations of it, enforceable\nagainst it in accordance with its terms, subject to applicable bankruptcy,\ninsolvency,\n\n                                      -5-\n\n\nmoratorium or other similar laws relating to creditors' rights and general\nprinciples of equity.\n\n\n                                   ARTICLE VI\n                                COVENANTS OF EOP\n\n                  EOP hereby covenants and agrees that it shall acquire Option\nShares and\/or other securities acquired upon its exercise of the Stock Option\nfor investment purposes only and not with a view to any distribution thereof in\nviolation of the Securities Act, and shall not sell any such securities\npurchased pursuant to this Agreement except in compliance with the Securities\nAct.\n\n\n                                   ARTICLE VII\n                 COVENANTS OF DEUTSCHE BANK AND DEUTSCHER HEROLD\n\n                  Each of Deutsche Bank and Deutscher Herold shall not, directly\nor indirectly, and shall cause each of its affiliates not to, directly or\nindirectly, (a) sell, transfer, pledge, encumber, assign or otherwise dispose\nof, or enter into any contract, option or other agreement or understanding with\nrespect to the sale, transfer, pledge, encumbrance, assignment or other\ndisposition of, Option Shares, (b) grant any proxies for any Option Shares, (c)\ndeposit any Option Shares into a voting trust or enter into a voting agreement\nwith respect to any Option Shares, or tender any Option Shares in a transaction,\nor (d) take any action which is intended to have the effect of preventing or\ndisabling Deutsche Bank or Deutscher Herold from performing its obligations\nunder this Agreement; PROVIDED, HOWEVER, that nothing herein shall prevent the\nsale, transfer, pledge or assignment of any of such Option Shares, provided that\nthe purchaser, transferee, pledgee or assignee thereof agrees in writing to be\nbound by the terms of this Agreement. To enable either of the Purchasers to\nenforce the transfer restrictions contained in this Article VII, each of\nDeutsche Bank and Deutscher Herold hereby consents to the placing of\nstop-transfer orders with the transfer agent of the Cornerstone Preferred Stock.\n\n                                      -6-\n\n\n                                  ARTICLE VIII\n                          WAIVER OF DISSENTERS' RIGHTS\n\n                  Each of Deutsche Bank and Deutscher Herold hereby irrevocably\nand forever waives any and all rights it may have under Chapter 92A of the\nGeneral Corporation Law of Nevada with respect to any of the transactions\ncontemplated by that certain Merger Agreement, dated as of February 11, 2000, by\nand among EOP, EOP Partnership, Cornerstone and Cornerstone Partnership (the\n'Merger Agreement'). Notwithstanding the foregoing, the foregoing waiver shall\nbe of no force or effect after December 31, 2000.\n\n\n                                   ARTICLE IX\n                                  MISCELLANEOUS\n\n                  9.1 EXPENSES. Except as expressly provided herein to the\ncontrary, each party hereto shall pay all of its expenses in connection with the\ntransactions contemplated by this Agreement, including, without limitation, the\nfees and expenses of its counsel and other advisors.\n\n                  9.2 NOTICES. All notices and other communications given or\nmade pursuant hereto shall be in writing and shall be given (and shall be deemed\nto have been duly given upon receipt) by delivery in person, by telecopy or\nfacsimile, by registered or certified mail (postage prepaid, return receipt\nrequested), or by a nationally recognized courier service to the parties at the\nfollowing addresses (or at such other address for a party as shall be specified\nby like changes of address) or, if sent by telecopy or facsimile, to the parties\nat the telecopier numbers specified below:\n\n\n                                          \n                  If to Cornerstone:         Cornerstone Properties Inc.\n                                             126 East 56th Street\n                                             New York, NY  10022\n                                             Attention: Lee Van Boven, Esq.\n                                             Telecopier: 650-345-8264\n\n                  With a copy                King &amp; Spalding\n                  (which shall not           191 Peachtree Street\n                  constitute notice) to:     Atlanta, GA 30303-1763\n                                             Attention: William B. Fryer, Esq.\n                                             Telecopier: 404-572-5100\n\n\n                                      -7-\n\n\n\n                                          \n                  If to EOP:                 Equity Office Properties Trust\n                                             Two North Riverside Plaza\n                                             Chicago, IL 60606\n                                             Attention: Stanley M. Stevens, Esq.\n                                             Telecopier: 312-559-5021\n\n                  With copies                Hogan &amp; Hartson L.L.P.\n                  (which shall not           555 13th Street, N.W.\n                  constitute notice) to:     Washington, D.C. 20004\n                                             Attention: J. Warren Gorrell, Jr., Esq.\n                                                        George P. Barsness, Esq.\n                                             Telecopier: 202-637-5910\n\n\n                  If to Deutsche Bank:       Deutsche Bank AG\n                                             Group Investments\n                                             Taunusanlage 12\n                                             60325 Frankfurt am Main\n                                             GERMANY\n                                             Attention: Lutz Robra\n                                             Telecopier: 49 69 910-43583\n\n                  With a copy                White &amp; Case LLP\n                  (which shall not           1155 Avenue of the Americas\n                  constitute notice) to:     New York, NY 10036\n                                             Attention: Duane D. Wall, Esq.\n                                             Telecopier: (212) 819-8200\n\n\n                  If to Deutscher Herold:    Deutscher Herold Lebensversicherungs-AG\n                                                 der Deutschen Bank\n                                             Poppelsdorfer Allee 25-33\n                                             53115 Bonn\n                                             GERMANY\n                                             Attention: Mr. J. Klahn\n                                             Telecopier: 49 228 268 3838\n\n                  With copies                 White &amp; Case LLP\n                  (which shall not            1155 Avenue of the Americas\n                  constitute notice) to:      New York, NY 10036\n                                              Attention: Duane D. Wall, Esq.\n                                              Telecopier: (212) 819-8200\n\n\n                                      -8-\n\n\n                  9.3 ENTIRE AGREEMENT. This Agreement constitutes the entire\nagreement between the parties and supersedes all prior agreements and\nunderstandings, both written and oral, between the parties, or any of them, with\nrespect to the subject matter hereof.\n\n                  9.4 ASSIGNMENT. Neither this Agreement nor any rights or\nobligations hereunder shall be assigned by operation of law or otherwise,\nwithout the prior written consent of the other party hereto; PROVIDED, HOWEVER,\nthat EOP may assign this Agreement or any of its rights or obligations hereunder\nto EOP Operating Limited Partnership, a Delaware limited partnership ('EOP\nPartnership'), without the consent of any other party hereto; PROVIDED, FURTHER,\nHOWEVER, that Cornerstone may assign this Agreement or any of its rights or\nobligations hereunder to Cornerstone Properties Limited Partnership, a Delaware\nlimited partnership ('Cornerstone Partnership'), without the consent of any\nother party hereto (PROVIDED, HOWEVER, that Cornerstone Partnership agrees to\ncause Cornerstone to cancel the Option Shares immediately upon any purchase by\nCornerstone Partnership hereunder).\n\n                  9.5 GOVERNING LAW. This Agreement, and all matters relating\nhereto, shall be governed by, and construed in accordance with the laws of the\nState of Maryland, regardless of the laws that might govern under applicable\nprinciples of conflict of law theory.\n\n                  9.6 CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. Each of\nDeutsche Bank and Deutscher Herold hereby submits and consents to non-exclusive\npersonal jurisdiction in any action, suit or proceeding arising out of this\nAgreement or the transactions contemplated hereby (and for no other purposes) in\na federal court located in the State of Maryland or in a Maryland state court.\nAny process, summons, notice or document delivered by mail to the address set\nforth in Section 9.2 shall be effective service of process for any action, suit\nor proceeding in any Maryland state court or any federal court located in the\nState of Maryland with respect to any matters to which Deutsche Bank or\nDeutscher Herold has submitted to jurisdiction in this Section 9.6. Each of\nDeutsche Bank and Deutscher Herold irrevocably and unconditionally waives any\nobjection to the laying of venue of any action, suit or proceeding arising out\nof this Agreement or the transactions contemplated hereby in any Maryland state\ncourt or any federal court located in the State of Maryland, and hereby\nirrevocably and unconditionally waives and agrees not to plead or claim in any\nsuch court that any such action, suit or proceeding brought in any such court\nhas been brought in an inconvenient forum. EACH OF DEUTSCHE BANK AND DEUTSCHER\nHEROLD IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING WITH\nRESPECT TO THIS AGREEMENT.\n\n                  9.7 INJUNCTIVE RELIEF. The parties agree that in the event of\na breach of any provision of this Agreement irreparable damage would occur, the\naggrieved\n\n                                      -9-\n\n\nparty would be without an adequate remedy at law and damages would be difficult\nto determine. The parties therefore agree that in the event of a breach of any\nprovision of this Agreement, the aggrieved party may elect to institute and\nprosecute proceedings in any court of competent jurisdiction to enforce specific\nperformance or to enjoin the continuing breach of such provision. By seeking or\nobtaining such relief, the aggrieved party shall not be precluded from seeking\nor obtaining any other relief to which it may be entitled at law or in equity.\n\n                  9.8 TERMINATION. The Stock Option shall terminate upon the\nearlier of: (i) the consummation of the Cornerstone Option Closing or the EOP\nOption Closing hereunder; (ii) the date which is the tenth day after the\ntermination of the Merger Agreement; or (iii) December 31, 2000.\n\n                  9.9 COUNTERPARTS. This Agreement may be executed in any number\nof counterparts, each of which shall be deemed to be an original and all of\nwhich together shall constitute one and the same document.\n\n                  9.10 SEVERABILITY. Any term or provision of this Agreement\nwhich is invalid or unenforceable in any jurisdiction shall, as to such\njurisdiction, be ineffective to the extent of such invalidity or\nunenforceability without rendering invalid or unenforceable the remaining terms\nand provisions of this Agreement or affecting the validity or enforceability of\nany of the terms or provisions of this Agreement in any other jurisdiction. If\nany provision of this Agreement is so broad as to be unenforceable, such\nprovision shall be interpreted to be only so broad as to make it enforceable.\n\n                  9.11 FURTHER ASSURANCES. Each party hereto shall execute and\ndeliver all such further documents and take all such further action as may be\nnecessary in order to consummate the transactions contemplated by this\nAgreement.\n\n                  9.12 THIRD PARTY BENEFICIARIES. Nothing in this Agreement,\nexpressed or implied, shall be construed to give any person other than the\nparties hereto and their successors and permitted assigns any legal or equitable\nright, remedy or claim under or by reason of this Agreement or any provision\ncontained herein.\n\n                  9.13 AMENDMENT AND MODIFICATION. This Agreement may be\namended, modified and supplemented only by a written document executed by\nCornerstone, EOP, Deutsche Bank and Deutscher Herold.\n\n                  9.14 TREATMENT OF CORNERSTONE PREFERRED STOCK IN THE MERGER.\nEach share of Cornerstone Preferred Stock shall be converted in the Merger into\nthe right to receive $18.00, together with accrued and unpaid dividends to the\nEffective Time of the Merger, in cash, as described in Section 1.10(b)(iii) of\nthe Merger Agreement.\n\n                  9.15 PUT RIGHT. In the event that the Stock Option is not\nexercised within two business days after the Effective Time of the Merger, each\nof Deutsche\n\n                                      -10-\n\n\nBank and Deutscher Herold shall have the right to require EOP to purchase the\nOption Shares in the same manner and with the same effect as if EOP shall have\ngiven an EOP Exercise Notice, whereupon EOP shall be required to purchase such\nOption Shares in accordance with this Agreement.\n\n                                      -11-\n\n\n\n                  IN WITNESS WHEREOF, the parties have caused this Agreement to\nbe executed as of the date first written above by their respective officers\nthereunto duly authorized.\n\n\n                         CORNERSTONE PROPERTIES INC.\n\n                         By:   \/s\/ John S. Moody\n                         ---------------------------\n                         Name:  John S. Moody\n                         Title: President and Chief\n                                Executive Officer\n\n\n                         EQUITY OFFICE PROPERTIES TRUST\n\n                         By:   \/s\/ Stanley M. Stevens\n                         ----------------------------\n                         Name:  Stanley M. Stevens\n                         Title: Executive Vice President\n                                and Chief Legal Counsel\n\n\n\n                         DEUTSCHE BANK AG\n\n                         By:   \/s\/ Lutz Robra             \/s\/ Gerald F. Bender\n                         ---------------------------      ----------------------\n                         Name:  Lutz Robra                Gerald F. Bender\n                         Title: Director                  Senior Associate \n                                                            Director\n\n\n\n                         DEUTSCHER HEROLD\n                         LEBENSVERSICHERUNGS-AG\n\n                         By:   \/s\/ K.R. Vias              \/s\/ J. Klahn\n                         ---------------------------      ---------------------\n                         Name:  K.R. Vias                 J. Klahn\n                         Title: Director                  Director\n \n                                      -12-\n\n\n                                   SCHEDULE A\n\n                           Cornerstone Properties Inc.\n                    7% Cumulative Convertible Preferred Stock\n\n\nDeutsche Bank AG                                         2,249,053 shares\n\nDeutscher Herold Lebensversicherungs-AG                    781,250 shares\n\n\n\n\n TYPE:  EX-10.2\n SEQUENCE:  4\n DESCRIPTION:  EXHIBIT 10.2\n\n\n\n\n                                                                    Exhibit 10.2\n\n\n                                VOTING AGREEMENT\n\n                                     (PGGM)\n\n\n                  THIS VOTING AGREEMENT (this 'AGREEMENT') is entered into as of\nFebruary 11, 2000 by and among Equity Office Properties Trust, a Maryland real\nestate investment trust ('EOP'), EOP Operating Limited Partnership, a Delaware\nlimited partnership ('EOP PARTNERSHIP'), WCP Services, Inc., a Delaware\ncorporation ('WCP'), and Stichting Pensioenfonds voor de Gezondheid, Geestelijke\nen Maatschappelijke Belangen, a stichting formed according to the laws of the\nKingdom of The Netherlands ('PGGM').\n\n                  WHEREAS, EOP, EOP Partnership, Cornerstone Properties, Inc., a\nNevada corporation ('Cornerstone'), Cornerstone Properties Limited Partnership,\na Delaware limited partnership ('CORNERSTONE PARTNERSHIP'), will enter into an\nAgreement and Plan of Merger dated as of the date hereof (the 'MERGER\nAgreement'), pursuant to which (i) Cornerstone Partnership will be merged with\nand into EOP Partnership (the 'PARTNERSHIP MERGER'), with EOP Partnership as the\nsurvivor of the Partnership Merger, and (ii) Cornerstone will be merged with and\ninto EOP (the 'MERGER'), with EOP as the survivor of the Merger (all capitalized\nterms used but not defined herein shall have the meanings set forth in the\nMerger Agreement);\n\n                  WHEREAS, PGGM is the beneficial and record owner of 45,779,703\nissued and outstanding shares of common stock, with no par value per share, of\nCornerstone (such shares, together with any shares acquired hereafter, the\n'CORNERSTONE COMMON SHARES') as more particularly described on SCHEDULE 1;\n\n                  WHEREAS, in accordance with the Recitals in the Merger\nAgreement, PGGM desires to execute and deliver this Agreement solely in its\ncapacity as a holder of Cornerstone Common Shares; and\n\n                  WHEREAS, to induce PGGM to enter into this Agreement, EOP, EOP\nPartnership and WCP desire to make certain undertakings and agreements as set\nforth herein.\n\n                  NOW, THEREFORE, in consideration of the foregoing and for\nother good and valuable consideration, the receipt and sufficiency of which are\nhereby acknowledged, the parties hereto agree as follows:\n\nSECTION 1.        DISPOSITION OF CORNERSTONE COMMON SHARES\n\n                  During the period from the date hereof through the earlier of\n(i) the date on which the Merger is consummated or (ii) 30 days after the date\non which\n\n\n\nthe Merger Agreement is terminated according to its terms (such period\nhereinafter referred to as the 'TERM'), PGGM shall not, directly or indirectly,\n(a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter\ninto any contract, option or other agreement or understanding with respect to\nthe sale, transfer, pledge, encumbrance, assignment or other disposition of, any\nCornerstone Common Shares, (b) grant any proxies for any Cornerstone Common\nShares with respect to any matters described in Section 2(a) hereof (other than\na proxy directing the holder thereof to vote the Cornerstone Common Shares in a\nmanner required by Section 2(a) hereof), (c) deposit any Cornerstone Common\nShares into a voting trust or enter into a voting agreement with respect to any\nCornerstone Common Shares with respect to any matters described in Section 2(a)\nhereof, or tender any Cornerstone Common Shares in a transaction other than a\ntransaction contemplated by the Merger Agreement, or (d) take any action which\nis intended to have the effect of preventing or disabling PGGM from performing\nits obligations under this Agreement; PROVIDED, HOWEVER, that nothing herein\nshall prevent the sale, transfer, pledge, encumbrance, assignment or other\ndisposition of any of such Cornerstone Common Shares, provided that the\npurchaser, transferee, pledgee or assignee thereof agrees in writing to be bound\nby the terms of this Agreement.\n\nSECTION 2.        VOTING\n\n                  (a) During the Term, PGGM shall cast or cause to be cast all\nvotes attributable to the Cornerstone Common Shares, at any annual or special\nmeeting of shareholders of Cornerstone, including any adjournments or\npostponements thereof, or in connection with any written consent or other vote\nof Cornerstone shareholders, (i) in favor of adoption of the Merger Agreement\nand approval of the Merger and the other transactions contemplated by the Merger\nAgreement (including any amendments or modifications of the terms of the Merger\nAgreement approved by the board of directors of Cornerstone that would not\nmaterially adversely affect PGGM in its capacity as beneficial owner of\nCornerstone Common Stock), and (ii) against approval or adoption of any action\nor agreement (other than the Merger Agreement or the transactions contemplated\nthereby) made or taken in opposition to or in competition with the Merger or the\nPartnership Merger.\n\n                  (b) PGGM will retain the right to vote its Cornerstone Common\nShares, in its sole discretion, on all matters other than those described in\nparagraph (a) of this Section 2, and PGGM may grant proxies and enter into\nvoting agreements or voting trusts for its Cornerstone Common Shares in respect\nof such other matters.\n\nSECTION 3.        NON-SOLICITATION\n\n                  During the Term, PGGM (a) shall not, and shall not permit any\nof its officers, directors, employees, Affiliates, agents, investment bankers,\nfinancial advisors, attorneys, accountants, brokers, finders or other\nrepresentatives retained\n\n                                      -2-\n\n\nby it to, (i) invite, initiate, solicit or encourage, directly or indirectly,\nany inquiries, proposals, discussions or negotiations or the making or\nimplementation of any Acquisition Proposal, or (ii) engage in any discussions or\nnegotiations with or provide any confidential or non-public information or data\nto, any person relating to an Acquisition Proposal, or otherwise facilitate any\neffort or attempt to make or implement an Acquisition Proposal; and (b) shall\nnotify EOP immediately if it receives any such inquiries or proposals, or any\nrequests for such information, or if any such negotiations or discussions are\nsought to be initiated or continued with PGGM.\n\nSECTION 4.        TAX MATTERS\n\n                  (a) So long as there is no change in Section 1445 of the\nInternal Revenue Code of 1986, as amended (the 'Code'), the Treasury Regulations\npromulgated thereunder, or the published interpretations of the Internal Revenue\nService with respect thereto occurring after the date hereof (a 'Change in\nLaw'), EOP shall not withhold, and shall not cause to be withheld, any tax\npursuant to Section 1445 of the Code in respect of the Merger Consideration to\nbe paid to PGGM pursuant to the Merger. In the event that EOP believes that a\nChange in Law has occurred, it shall deliver written notice thereof to PGGM. In\nthe event that PGGM shall deliver to EOP an opinion of nationally recognized tax\ncounsel reasonably satisfactory to EOP to the effect that, taking into account\nthe Change in Law, EOP is not required to withhold any amount of federal tax\nwith respect to any portion of the Merger Consideration payable to PGGM under\nthe Merger Agreement, then the obligation of EOP set forth in the first sentence\nof this subparagraph (a) shall continue in effect.\n\n                  (b) (i) EOP shall designate distributions paid by EOP to its\nshareholders that have a record date during 2000 prior to the Closing Date as\n'capital gain dividends' (as defined in Section 857(b)((3)(C)) of the Code) in\nan amount equal to the lesser of (A) the distributions paid by EOP to its\nshareholders that have a record date during 2000 prior to the Closing Date\n(reduced by any amount designated by EOP pursuant to Section 858(a) of the Code\nand the Treasury Regulations thereunder as being paid during 1999), or (B) the\namount of gain that is recognized by EOP during the period commencing on January\n1, 2000 and ending on the date prior to the Closing Date with respect to the\ndisposition of 'United States real property interests' (as defined for purposes\nof Section 897 of the Code) and that is otherwise eligible for designation as a\n'capital gain dividend' under Section 857(b)(3)(C) of the Code, and (ii) it\nshall cause the Form 1099s to be delivered to PGGM and the other EOP\nshareholders with respect to the year 2000 to be prepared in a manner consistent\nwith the foregoing designation; PROVIDED, HOWEVER, that EOP makes no\nrepresentation or warranty to PGGM that the aforesaid designation will be\nrespected for federal income tax purposes and that EOP in no event shall have\nany liability to PGGM by reason of a recharacterization by the Internal Revenue\nService of distributions paid by EOP to PGGM during or\n\n                                      -3-\n\n\nwith respect to 2000 as 'capital gain dividends' or as otherwise including\nincome attributable to the disposition of 'United States real property\ninterests.' EOP also agrees not to withhold from amounts otherwise distributable\nto PGGM any tax pursuant to Section 1445 attributable to 'capital gains\ndividends' (within the meaning of Section 857(b)(3)(C) of the Code) distributed\nby EOP to its shareholders in 1999.\n\n                  (c) Upon request from PGGM made from time to time (but not\nmore frequently than once each calendar quarter), EOP shall endeavor to deliver\nto PGGM within fifteen (15) business days after the request therefor a statement\n(based upon reasonable inquiry) to the effect that, to the knowledge of EOP, EOP\nqualifies as a 'domestically controlled REIT' (within the meaning of Section\n897(h)(4)(B) of the Code) if such statement in fact would be true when made. For\npurposes of such statement, reasonable inquiry shall include review of all\nSchedule 13D and 13G filings made under the Exchange Act with the SEC with\nrespect to EOP during the lesser of the five calendar years preceding the date\nof the statement or the period commencing July 1, 1997, all IRS Form 1042\nfilings made by or on behalf of EOP with respect to each of the five taxable\nyears preceding the date of the statement (or if shorter, the period commencing\nJuly 1, 1997), the list of EOP's registered shareholders as of a date within 60\ndays of such statement (and to the extent reasonably available, as of a date\nwithin 60 days of the end of each of the preceding five calendar years (or if\nshorter, each of the calendar years commencing with 1997)), a report obtained by\nEOP from a shareholders tracking service within 60 days of such statement (and\nany similar reports in the possession of EOP or otherwise reasonably available\nto EOP providing information as of a date within 60 days of the end of each of\nthe five preceding calendar years (or if shorter, each of the calendar years\ncommencing with 1997)), and a list of 'non-objecting beneficial owners' of\nshares of EOP obtained as of a date within 60 days of such statement (and to the\nextent reasonably available, as of a date within 60 days of the end of each of\nthe preceding five calendar years (or if shorter, each of the calendar years\ncommencing with 1997)). Such statement shall be accompanied by copies of the\ninformation that has been obtained or relied upon by EOP for purposes of such\nstatement, PROVIDED THAT PGGM shall have executed an agreement with EOP to treat\nsuch information as confidential and to use such information solely for the\npurposes of evaluating the accuracy of such statement. In the event that EOP\nshould determine in good faith that it cannot provide to PGGM the requested\nstatement for any reason, EOP shall notify PGGM of such conclusion and the facts\nthat cause it to be unable to render such statement. In addition to, and without\nlimiting, the foregoing, in the event that the General Counsel of EOP shall have\nactual knowledge that more than 40 percent, by fair market value, of the\noutstanding equity interests of EOP are owned directly or indirectly by 'foreign\npersons' (as that term is used for purposes of Section 897(h)(4)(B) of the\nCode), EOP shall provide written notice thereof (together with a summary of the\nrelevant facts) to PGGM, PROVIDED THAT the only duty of inquiry of EOP shall be\nas set forth in the first sentence of this subparagraph (c).\n\n                                      -4-\n\n\n                  (d) In the event that EOP shall make any distributions to PGGM\nthat it concludes in good faith would be subject to withholding of tax pursuant\nto the last sentence of Section 1445(e)(3) of the Code and any Treasury\nRegulations promulgated with respect thereto, EOP shall provide such reasonable\ncooperation as PGGM may request in applying to the Internal Revenue Service for\na 'withholding certificate' that would reduce or eliminate the requirement for\nsuch withholding; PROVIDED, HOWEVER, that PGGM shall be responsible for the\npreparation and submission of the application for such withholding certificate\nand that EOP shall not be precluded from withholding such tax unless and until a\n'withholding certificate' is obtained (in which event EOP would not withhold tax\nthat, under the express terms of the 'withholding certificate,' is not required\nto be withheld). In addition, in the event that PGGM shall provide to EOP an\nopinion of nationally recognized tax counsel reasonably satisfactory to EOP to\nthe effect that EOP is not required pursuant to Section 1445(e)(3) of the Code\nand any Treasury Regulations promulgated with respect thereto to withhold any\namount of federal tax with respect to any portion a distribution to PGGM, EOP\nshall not withhold any such tax unless it shall conclude in good faith that a\nChange in Law has occurred after the date of such opinion, in which event EOP\nshall provide written notice thereof to PGGM. Thereafter, the preceding sentence\nwould not apply unless PGGM delivers an opinion of nationally recognized tax\ncounsel reasonably satisfactory to EOP reconfirming the original opinion, after\ntaking into account the Change in Law.\n\n                  (e) The obligations of EOP set forth in subparagraphs (c) and\n(d) shall terminate at such time as PGGM owns less than the lesser of (i) one\npercent (1%) of the issued and outstanding EOP Common Shares or (ii) the number\nof EOP Common Shares issued to PGGM in the Merger.\n\n                  (f) PGGM agrees that, effective as of the Effective Time of\nthe Merger, all agreements and undertakings previously entered into by\nCornerstone or any Cornerstone Subsidiary with respect to tax matters,\nincluding, without limitation, agreements restricting the sale or other\ndisposition of one or more assets owned by Cornerstone, Cornerstone Partnership,\nor any Subsidiary of either Cornerstone or Cornerstone Partnership shall\nterminate for events or transactions occurring after the Effective Time of the\nMerger, and that neither EOP, EOP Partnership nor any Subsidiaries of either EOP\nor EOP Partnership shall have any obligation or liability thereunder for events\nor transactions occurring following the Effective Time of the Merger. Without\nlimiting the foregoing, such termination shall include the agreements of\nCornerstone and Cornerstone Partnership set forth in the letter dated June 22,\n1998 from Cornerstone and Cornerstone Partnership to PGGM, the undertakings with\nrespect to tax matters set forth in the Amended and Restated Registration Rights\nand Voting Agreement dated as of December 16, 1998 by and among Cornerstone,\nPGGM, and Dutch Institutional Holding Company, Inc. (THE 'REGISTRATION RIGHTS\nAGREEMENT'), and the policy of Cornerstone with\n\n                                      -5-\n\n\nrespect to One Norwest Center, Denver, Colorado (and any properties acquired in\nexchange therefor) adopted by its Board of Directors at a meeting on August 13,\n1997.\n\nSECTION 5.        CONSENT TO TRANSFER\n\n                  To the extent required by any mortgage, pledge, security\nagreement, deed of trust or other agreement or instrument entered into by\nCornerstone or any of its Affiliates with or for the benefit of PGGM, including,\nwithout limitation, the agreements listed in item 5 on EXHIBIT A attached hereto\n(collectively, the 'INSTRUMENTS'), PGGM agrees and acknowledges that, subject to\nand effective as of the Effective Time of the Merger, without any further action\nby Cornerstone, EOP, PGGM or any other party thereto or beneficiary thereof,\nPGGM hereby consents to the transfer to EOP and its Affiliates as a result of\nthe Mergers and other transactions contemplated by the Merger Agreement of the\nbeneficial ownership interest of any of the Affiliates of Cornerstone who are a\nparty to the Instruments and to each other matter thereunder with respect to\nwhich PGGM's consent is required in connection with the Mergers and other\ntransactions contemplated by the Merger Agreement.\n\nSECTION 6.        REGISTRATION RIGHTS AGREEMENT\n\n                  PGGM and EOP hereby agree and acknowledge that, subject to and\neffective as of the Effective Time of the Merger, without any further action by\nCornerstone, EOP or PGGM, EOP and PGGM shall be bound by the Registration Rights\nAgreement as the same is amended as follows:\n\n                  (a) From and after the Effective Time of the Merger, (i) all\nreferences in the Registration Rights Agreement to the 'Company' shall be deemed\nto be references to EOP; (ii) all references therein to DIHC shall be deleted;\n(iii) the references to 'that together own 25% or more of the issued and\noutstanding Common Stock' in Sections 1.2(iii) and 1.2(iv) shall be deleted;\n(iv) all references therein to 'Common Stock' shall refer to the EOP Common\nShares, (v) the 'Initial Percentage' shall mean 12% of the issued and\noutstanding Common Stock; (vi) the 'Standstill Period' shall mean, with respect\nto any Holder, a period of time commencing on the Effective Time of the Merger\nand terminating ninety (90) days after the first date following the election of\nPGGM's designees to EOP's Board of Trustees that no Trustee designated by PGGM\npursuant to Section 7 of this Voting Agreement remains a Trustee of EOP; and\n(vii) all references therein to 'Units' shall refer to EOP OP Units.\n\n                  (b) Section 2 shall be deleted in its entirety and all\nreferences to Section 2 in the Registration Rights Agreement shall be deleted.\n\n                                      -6-\n\n\n                  (c) Section 3.1(a) shall be amended to delete the reference to\nthe specified Cornerstone Registration Statement and to cause the first line to\nread as follows: 'Within 20 days after the request of PGGM following the\nEffective Time of the Merger.'\n\n                  (d) Section 7 shall be deleted in its entirety and all\nreferences to Section 7 in the Registration Rights Agreement shall be deleted.\n\n                  (e) Section 8 shall be amended as follows: (i) the reference\nto 'that together with its Affiliates owns 25% or more of the issued and\noutstanding shares of Common Stock' in Section 8 shall be deleted, and (ii) the\nreference to 'Section 78.140 of the Nevada General Corporation Law' shall refer\nto Section 2-419 of the Maryland General Corporation Law.\n\n                  (f) Section 9 shall be amended as follows: (i) deleting 'and'\nafter the end of clause (I), (ii) adding 'and' after the end of clause (II), and\n(iii) adding a new clause (III) as follows: '(III) by the Company in connection\nwith a Business Combination to which the Company is a party.'\n\n                  (g) Section 11 shall be amended to refer to the address of EOP\nset forth in the Merger Agreement.\n\n                  (h) Sections 12 and 13 shall be deleted.\n\nSECTION 7.        TRUSTEES\n\n                  The trustees of EOP following the Merger shall consist of the\ntrustees of EOP immediately prior to the Effective Time of the Merger, who shall\ncontinue to serve for the balance of their unexpired terms or their earlier\ndeath, resignation or removal, together with John S. Moody, William Wilson III\nand Jan van der Vlist, each of whom shall, no later than the third business day\nafter the Effective Time of the Merger, become a trustee with terms expiring in\n2002, 2003 and 2003, respectively. Upon the expiration of the terms of Mr. van\nder Vlist in 2003 and 2006, so long as PGGM and its Affiliates continue to own\nin the aggregate 21,000,000 (as adjusted for stock splits, reverse stock splits,\n\n                                      -7-\n\n\nstock dividends and similar actions) or more of the issued and outstanding EOP\nCommon Shares at all times up to the meeting of shareholders at which trustees\nare being elected in such years, EOP shall take all action necessary to nominate\nMr. van der Vlist for re-election as a trustee of EOP for an additional\nthree-year term at any special or annual meeting of shareholders at which\ntrustees are being elected (or in connection with a written consent in lieu of a\nmeeting pursuant to which trustees are proposed to be elected). In the event\nthat Mr. Van der Vlist shall fail to stand for re-election as aforesaid for any\nreason in either 2003 or 2006 or in the event of his earlier death or\nresignation, and so long as PGGM and its Affiliates continue to own in the\naggregate 21,000,000 (as adjusted for stock splits, reverse stock splits, stock\ndividends and similar actions) or more of the issued and outstanding EOP Common\nShares at such time, EOP shall take all action necessary to nominate a\nreplacement designated by PGGM, which replacement shall be subject to the\napproval of EOP if such replacement is not an officer, director or employee of\nPGGM, for election or re-election as a trustee of EOP for an additional\nthree-year term at any special or annual meeting of shareholders at which\ntrustees are being elected (or in connection with a written consent in lieu of a\nmeeting pursuant to which trustees are proposed to be elected) or, in the case\nof a vacancy, at a meeting of the Board of Trustees called for such purpose.\nExcept as expressly provided above in this Section 7, following their election\nas trustees, such persons shall serve for their designated terms, subject to\ntheir earlier death, resignation or removal.\n\nSECTION 8.        CERTAIN AGREEMENTS\n\n                  PGGM represents and warrants to EOP, EOP Partnership and WCP\nthat (a) the only pending claims asserted against PGGM or Robert T. Sorrentino,\nCraig W. Johnston or Barrington H. Branch (the 'Individuals') under the\nIndemnity Agreement, dated as of October 27, 1997, as thereafter amended, among\nDIHC Holding Company, Inc., PGGM and Cornerstone (the 'Indemnity Agreement') or\nany of the agreements listed in items 1, 2, 3 and 4 on EXHIBIT A attached hereto\n(collectively, the 'Purchase Agreements') are (i) the Western Litigation (as\ndefined in the Indemnity Agreement) and (ii) the Massachusetts state tax claim\npreviously disclosed to EOP in writing (the 'Massachusetts Tax Claim'), and (b)\nto its knowledge after reasonable inquiry, there is no basis for any further\nclaim, obligation, or liability of PGGM or any of the Individuals under the\nIndemnity Agreement or any of the Purchase Agreements. EOP, EOP Partnership and\nWCP hereby agree and acknowledge that, subject to and effective as of the\nEffective Time of the Merger, without any further action by EOP, EOP\nPartnership, WCP or PGGM, PGGM and the Individuals shall be released and\ndischarged from any and all claims, obligations or liabilities under the\nIndemnity Agreement and the Purchase Agreements, including, without limitation,\nwith respect to or in connection with the Massachusetts Tax Claim (collectively,\nthe 'Released Claims'), EXCEPT for (x) any claims, obligations or liabilities\nwith respect to or in connection with the Western Litigation and (y) any claims,\nobligations or liabilities a basis for which PGGM has or would have had\nknowledge after reasonable inquiry as of the Effective Time (collectively (x)\nand (y) being referred to as the 'Excluded Claims'). From and after the\nEffective Time, EOP and EOP Partnership shall indemnify, defend and hold\nharmless PGGM from and against any and all cost, claim, liability, damage or\nexpense (including, without limitation, reasonable attorneys' fees) with respect\nto or in connection with the Released Claims and PGGM and the Individuals shall\nbe obligated under the Indemnity Agreement and the Purchase Agreements to EOP\nand EOP Partnership with respect to or in connection with the Excluded Claims.\n\n                                      -8-\n\n\nSECTION 9.        REPRESENTATIONS AND WARRANTIES OF PGGM\n\n                  PGGM represents and warrants to EOP and EOP Partnership as\nfollows:\n\n                  (a) PGGM has the legal capacity, power, authority and right\n(contractual or otherwise) to execute and deliver this Agreement and to perform\nits obligations hereunder. PGGM has obtained all consents of third parties\nnecessary to enter into this Agreement and to perform its obligations hereunder,\nincluding, without limitation, the amendments to the Registration Rights\nAgreement.\n\n                  (b) This Agreement has been duly executed and delivered by\nPGGM and constitutes a valid and binding obligation of PGGM enforceable against\nPGGM in accordance with its terms, subject to applicable bankruptcy, insolvency,\nmoratorium or other similar laws relating to creditors rights and general\nprinciples of equity.\n\n                  (c) The execution and delivery of this Agreement and the\nconsummation of the transactions herein contemplated will not conflict with or\nviolate any court order, judgment or decree applicable to PGGM, or conflict with\nor result in any breach of or constitute a default (or an event which with\nnotice or lapse of time or both would become a default) under any contract or\nagreement to which PGGM is a party or by which PGGM is bound or affected, which\nconflict, violation, breach or default would materially and adversely affect\nPGGM's ability to perform any of its obligations under this Agreement.\n\n                  (d) Subject to any required filings under the Securities\nExchange Act of 1934 (the ' '34 Act'), PGGM is not required to give any notice\nor make any report or other filing with any governmental authority in connection\nwith the execution or delivery of this Agreement or the performance of PGGM's\nobligations hereunder and no waiver, consent, approval or authorization of any\ngovernmental or regulatory authority or any other person or entity is required\nto be obtained by PGGM for the performance of PGGM's obligations hereunder,\nother than where the failure to make such filings, give such notices or obtain\nsuch waivers, consents, approvals or authorizations would not materially and\nadversely affect PGGM's ability to perform this Agreement.\n\n                  (e) Cornerstone Common Shares set forth opposite PGGM on\nSCHEDULE 1 hereto are the only Cornerstone Common Shares or other Cornerstone or\nCornerstone Partnership securities owned beneficially or of record by PGGM or\nover which it exercises voting control.\n\n                                      -9-\n\n\nSECTION 10.       REPRESENTATIONS AND WARRANTIES OF EOP AND EOP PARTNERSHIP\n\n                  EOP and EOP Partnership represent and warrant to PGGM as\nfollows:\n\n                  (a) Each of EOP and EOP Partnership has the legal capacity,\npower, authority and right (contractual or otherwise) to execute and deliver\nthis Agreement and to perform its obligations hereunder. Each of EOP and EOP\nPartnership has obtained all consents of third parties necessary to enter into\nthis Agreement and to perform its obligations hereunder.\n\n                  (b) This Agreement has been duly executed and delivered by EOP\nand EOP Partnership and constitutes a valid and binding obligation of EOP and\nEOP Partnership enforceable against them in accordance with its terms, subject\nto applicable bankruptcy, insolvency, moratorium or other similar laws relating\nto creditors rights and general principles of equity.\n\n                  (c) The execution and delivery of this Agreement and the\nconsummation of the transactions herein contemplated will not conflict with or\nviolate any court order, judgment or decree applicable to EOP or EOP\nPartnership, or conflict with or result in any breach of or constitute a default\n(or an event which with notice or lapse of time or both would become a default)\nunder any contract or agreement to which EOP or EOP Partnership is a party or by\nwhich EOP or EOP Partnership is bound or affected, which conflict, violation,\nbreach or default would materially and adversely affect EOP or EOP Partnership's\nability to perform any of its obligations under this Agreement.\n\n                  (d) Subject to any required filings under the Securities\nExchange Act of 1934 (the ' '34 Act'), neither EOP nor EOP Partnership is\nrequired to give any notice or make any report or other filing with any\ngovernmental authority in connection with the execution or delivery of this\nAgreement or the performance of its obligations hereunder and no waiver,\nconsent, approval or authorization of any governmental or regulatory authority\nor any other person or entity is required to be obtained by EOP or EOP\nPartnership for the performance of its obligations hereunder, other than where\nthe failure to make such filings, give such notices or obtain such waivers,\nconsents, approvals or authorizations would not materially and adversely affect\nits ability to perform this Agreement.\n\nSECTION 11.       FURTHER ASSURANCES\n\n                  PGGM shall make such filings as may be required from time to\ntime under the '34 Act. The parties hereto shall, upon request by the other, do,\nexecute, acknowledge, deliver, record, re-record, file, re-file, register and\nre-register any and all such further acts, deeds, conveyances, security\nagreements, pledge agreements, mortgages, deeds of trust, trust deeds,\nassignments, estoppel certificates, financing\n\n                                      -10-\n\n\nstatements and continuation thereof, termination statements, notices of\nassignment, transfers, certificates, assurances and other instruments as the\nrequesting party reasonably may request from time to time in order to effectuate\nthe purposes of this Agreement, including, without limitation, to perfect and\nmaintain the validity, effectiveness and priority of any of the Instruments and\nthe liens and security interests intended to be created thereby and better to\nassure, convey, grant, assign, transfer, preserve, protect and confirm unto PGGM\nthe rights granted now or hereafter intended to be granted under the\nInstruments.\n\nSECTION 12.       DESCRIPTIVE HEADINGS\n\n                  The descriptive headings herein are inserted for convenience\nonly and are not intended to be part of or to affect the meaning or\ninterpretation of this Agreement.\n\nSECTION 13.       COUNTERPARTS\n\n                  This Agreement may be executed in counterparts, each of which\nwhen so executed and delivered shall be an original, but all of such\ncounterparts shall together constitute one and the same instrument.\n\nSECTION 14.       ENTIRE AGREEMENT; ASSIGNMENT\n\n                  This Agreement (i) constitutes the entire agreement and\nsupersedes all prior agreements and understandings, both written and oral, among\nthe parties hereto with respect to the subject matter hereof and (ii) shall not\nbe assigned by operation of law or otherwise; PROVIDED, HOWEVER, following the\nEffective Time, this Agreement may be assigned by EOP in the same circumstances\nas under the Registration Rights Agreement.\n\nSECTION 15.       NOTICES.\n\n                  All notices, requests, claims, demands and other\ncommunications under this Agreement shall be in writing and shall be delivered\npersonally, sent by overnight courier (providing proof of delivery) to the\nparties or sent by telecopy (providing confirmation of transmission) at the\nfollowing addresses or telecopy numbers (or at such other address or telecopy\nnumber for a party as shall be specified by like notice):\n\n                                      -11-\n\n\n                      (a)   if to EOP or EOP Partnership, to:\n\n                                 Equity Office Properties Trust\n                                 EOP Operating Limited Partnership\n                                 Two N. Riverside Plaza\n                                 Chicago, IL 60606\n                                 Attention: President\n                                            Chief Counsel\n                                 Fax No.: (312) 559-5021\n\n                            with a copy to:\n\n                                 Hogan &amp; Hartson L.L.P.\n                                 555 Thirteenth Street, N.W.\n                                 Washington, D.C. 20004-1109\n                                 Attention: J. Warren Gorrell, Jr., Esq.\n                                            George P. Barsness, Esq.\n                                 Fax No.: (202) 637-5910\n\n                      (b)   if to Cornerstone or Cornerstone Partnership, to:\n\n                                    Tower 56\n                                    125 East 56th Street, 6th Floor New\n                                    York, NY 10022 Attention: President\n                                    Fax No.: (212) 605-7100\n\n                            with a copy to:\n\n                                    King &amp; Spalding\n                                    191 Peachtree Street\n                                    Atlanta, GA 30303-1763\n                                    Attention: William B. Fryer, Esq.\n                                    Fax No.: (404) 572-5100\n\n                      (c)   if to PGGM, to:\n\n                                    Stichting Pensioenfonds voor de Gezondheid,\n                                       Geestelijke en Maatschappelijke Belangen\n                                    Utrechtseweg 44\n                                    3714 HD Zeist\n                                    The Netherlands\n                                    Attention: Anneke C. van de Puttelaar\n                                    Fax No.: 011 3130 696 3388\n\n                                      -12-\n\n\n                            with a copy to:\n\n                                    Richards &amp; O'Neil, LLP\n                                    885 Third Avenue\n                                    New York, NY 10022\n                                    Attention: Ann F. Chamberlain, Esq.\n                                    Fax No.: (212) 750-9022\n\n\nAll notices shall be deemed given only when actually received.\n\n\nSECTION 16.       GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL\n\n                  (a) This Agreement shall be governed by and construed in\naccordance with the laws of the State of Maryland without regard to the\nprinciples of conflicts of laws thereof.\n\n                  (b) PGGM hereby submits and consents to non-exclusive personal\njurisdiction in any action, suit or proceeding arising out of this Agreement or\nthe transactions contemplated hereby in a federal court located in the State of\nMaryland or in a Maryland state court. Any process, summons, notice or document\ndelivered by mail to the address set forth in Section 15 hereof shall be\neffective service of process for any action, suit or proceeding in any Maryland\nstate court or any federal court located in the State of Maryland with respect\nto any matters to which PGGM has submitted to jurisdiction in this Section 16.\nPGGM irrevocably and unconditionally waives any objection to the laying of venue\nof any action, suit or proceeding arising out of this Agreement or the\ntransactions contemplated hereby in any Maryland state court or any federal\ncourt located in the State of Maryland, and hereby irrevocably and\nunconditionally waives and agrees not to plead or claim in any such court that\nany such action, suit or proceeding brought in any such court has been brought\nin an inconvenient forum. PGGM IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION,\nSUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT.\n\nSECTION 17.       SPECIFIC PERFORMANCE\n\n                  The parties hereto agree that if any of the provisions of this\nAgreement were not performed in accordance with their specific terms or were\notherwise breached, irreparable damage would occur, no adequate remedy at law\nwould exist and damages would be difficult to determine, and that the parties\nshall be entitled to specific performance of the terms hereof, in addition to\nany other remedy at law or equity. Nothing contained herein shall release any\nparty from any liability\n\n                                      -13-\n\n\narising from any breach of any of its representations, warranties, covenants or\nagreements in this Agreement.\n\nSECTION 18.       CAPACITY OF PGGM AND ITS OFFICERS, DIRECTORS AND EMPLOYEES.\n\n                  PGGM has executed this Agreement solely in its capacity as a\nstockholder of Cornerstone. Without limiting the foregoing, nothing in this\nAgreement shall limit or affect any actions taken by any officer, director or\nemployee of PGGM in his capacity as an officer, director, employee or manager of\nCornerstone in connection with the exercise of Cornerstone's rights under the\nMerger Agreement.\n\n\n\n                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]\n\n\n                                      -14-\n\n\n                  IN WITNESS WHEREOF, the parties hereto have duly executed and\ndelivered this Voting Agreement, or have caused this Voting Agreement to be duly\nexecuted and delivered in their names and on their behalf, as of the date first\nwritten above.\n\n\n                                     EQUITY OFFICE PROPERTIES TRUST\n\n                                     By:   \/s\/ Stanley M. Stevens\n                                     ----------------------------\n                                     Name:  Stanley M. Stevens\n                                     Title: Executive Vice President\n                                            and Chief Legal Counsel\n\n\n                                     EOP OPERATING LIMITED PARTNERSHIP\n\n                                     By:  Equity Office Properties Trust, its\n                                          general partner\n\n                                     By:   \/s\/ Stanley M. Stevens\n                                     ----------------------------\n                                     Name:  Stanley M. Stevens\n                                     Title: Executive Vice President\n                                            and Chief Legal Counsel\n\n\n                                     WCP SERVICES, INC.\n\n\n\n                                     By:   \/s\/ John S. Moody\n                                     ----------------------------\n                                     Name:  John S. Moody\n                                     Title: President\n\n\n                                     PENSIOENFONDS VOOR DE\n                                     GEZONDHEID, GEESTELIJKE EN\n                                     MAATSCHAPPELIJKE BELANGEN\n\n\n                                     By: \/s\/ Jan H.W.R. van der Vlist\n                                        ----------------------------------------\n                                     Name:  Jan H.W.R. van der Vlist\n                                     Title: Attorney-in-Fact\n\n\n                                      -15-\n\n\n\n\n\n                                                                      SCHEDULE 1\n\n\n\n                           # OF SHARES\n     NAME OF                    OF\n   RECORD AND              CORNERSTONE\n   BENEFICIAL                 COMMON                                    TERMS OF\n     OWNER                    STOCK               PLEDGEE                PLEDGE\n                                                             \n\nPGGM                        45,779,703         Not Applicable         Not Applicable\n\n\n\n                                      -16-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7468],"corporate_contracts_industries":[9489],"corporate_contracts_types":[9622,9626],"class_list":["post-43630","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-equity-office-properties-trust","corporate_contracts_industries-real__reits","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43630","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43630"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43630"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43630"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43630"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}