AGREEMENT AND PLAN OF MERGER among EQUITY OFFICE PROPERTIES TRUST, EOP OPERATING LIMITED PARTNERSHIP, SPIEKER PROPERTIES, INC. and SPIEKER PROPERTIES, L.P. Dated as of February 22, 2001

AGREEMENT AND PLAN OF MERGER

among

EQUITY OFFICE PROPERTIES TRUST,

EOP OPERATING LIMITED PARTNERSHIP,

▇▇▇▇▇▇▇ PROPERTIES, INC.

and

▇▇▇▇▇▇▇ PROPERTIES, L.P.

Dated as of February 22, 2001

TABLE OF CONTENTS

ARTICLE 1

i

ii

iii

EXHIBITS

iv

Index of Defined Terms

v

vi

vii

viii

AGREEMENT AND PLAN OF MERGER

      THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 22, 2001, by and among EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust (“Equity Office”), EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (“EOP Partnership”), ▇▇▇▇▇▇▇ PROPERTIES, INC., a Maryland corporation (“▇▇▇▇▇▇▇”), and ▇▇▇▇▇▇▇ PROPERTIES, L.P., a California limited partnership (“▇▇▇▇▇▇▇ Partnership”).

R E C I T A L S:

      A.  The Board of Trustees of Equity Office and the Board of Directors of ▇▇▇▇▇▇▇ ▇▇▇▇ it advisable and in the best interests of their respective shareholders, upon the terms and subject to the conditions contained herein, that ▇▇▇▇▇▇▇ shall merge with and into Equity Office (the “Merger”).

      B.  Equity Office, as the sole general partner of EOP Partnership, and ▇▇▇▇▇▇▇, as the sole general partner of ▇▇▇▇▇▇▇ Partnership, deem it advisable and in the best interests of their respective limited partners, subject to the conditions and other provisions contained herein, that, immediately prior to the Merger, ▇▇▇▇▇▇▇ Partnership shall merge with and into EOP Partnership (or such other entity as provided in Section 1.1(a)), with the holders of partnership interests in ▇▇▇▇▇▇▇ Partnership at the time of the Partnership Merger receiving in any event units of limited partnership interest in EOP Partnership, as set forth herein (the “Partnership Merger” and, together with the Merger, the “Mergers”).

      C.  Upon the terms and subject to the conditions set forth herein, immediately prior to the Merger, EOP Partnership and ▇▇▇▇▇▇▇ Partnership shall execute a Certificate of Merger (the “Delaware Certificate of Merger”) in substantially the form attached hereto as Exhibit A and shall file such Delaware Certificate of Merger in accordance with Delaware law to effectuate the Partnership Merger.

      D.  Upon the terms and subject to the conditions set forth herein, immediately prior to the Merger, EOP Partnership and ▇▇▇▇▇▇▇ Partnership shall execute a Certificate of Merger (the “California Certificate of Merger”) in substantially the form attached hereto as Exhibit B and shall file such California Certificate of Merger in accordance with California law to effectuate the Partnership Merger.

      E.  Upon the terms and subject to the conditions set forth herein, immediately following the effectiveness of the Partnership Merger, Equity Office and ▇▇▇▇▇▇▇ shall execute Articles of Merger (the “Articles of Merger”) in substantially the form attached hereto as Exhibit C and shall file such Articles of Merger in accordance with Maryland law to effectuate the Merger.

      F.  For federal income tax purposes, it is intended that the Merger shall qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that this Agreement shall constitute a plan of reorganization under Section 368(a) of the Code.

      G.  For federal income tax purposes, it is intended that the Partnership Merger, regardless of form, be treated as a contribution by ▇▇▇▇▇▇▇ Partnership of all of its assets to EOP Partnership in exchange for partnership interests in EOP Partnership, as provided for herein, under Section 721 of the Code, and a distribution of such partnership interests by ▇▇▇▇▇▇▇ Partnership to its partners under Section 731 of the Code.

      H.  Equity Office, EOP Partnership, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Partnership desire to make certain representations, warranties, covenants and agreements in connection with the Mergers.

      I.   Concurrently with the execution of this Agreement and as an inducement to Equity Office and EOP Partnership to enter into this Agreement, Messrs. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as owners of voting capital stock of ▇▇▇▇▇▇▇ Northwest, Inc., a California corporation (“▇▇▇▇▇▇▇ TRS”), have entered into a Stock Purchase Agreement, dated as of the date hereof, relating to the voting capital stock of ▇▇▇▇▇▇▇ TRS (the “Stock Purchase Agreement”), providing for the sale of their shares of outstanding voting capital stock of ▇▇▇▇▇▇▇ TRS to Equity Office Properties Management Corp. (“Equity Office TRS”) or its assigns.

      J.  As an inducement to Equity Office to enter into this Agreement, certain executive officers of ▇▇▇▇▇▇▇ have entered into a voting agreement (each, a “▇▇▇▇▇▇▇ Voting Agreement”), pursuant to which such person has agreed, among other things, to vote his shares of ▇▇▇▇▇▇▇ Common Stock and ▇▇▇▇▇▇▇ OP Units (as defined herein) to approve this Agreement, the respective Mergers and any other matter which requires his vote in connection with the transactions contemplated by this Agreement.

      NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE 1

THE MERGERS

      1.1  The Partnership Merger.

      (a)  Upon the terms and subject to the conditions of this Agreement, and in accordance with Title 6, Chapter 17 of the Delaware Code Annotated, as amended (the “DRULPA”), and Title 2, Chapter 3, Article 7.5 of the California Corporations Code, as amended (the “CRULPA”), immediately prior to the consummation of the Merger, ▇▇▇▇▇▇▇ Partnership shall be merged with and into EOP Partnership with EOP Partnership as the surviving limited partnership (or, at EOP Partnership’s option, with a limited liability company owned entirely, directly and/or indirectly, by EOP Partnership, or a limited partnership owned entirely, directly and/or indirectly, by EOP Partnership, as determined by Equity Office and EOP Partnership), with the entity designated by EOP Partnership being the surviving limited partnership or limited liability company, as applicable, provided that the alternative structure does not materially adversely affect any class or series of partnership interests in ▇▇▇▇▇▇▇ Partnership) (the “Surviving Partnership”), and with the holders of partnership interests in ▇▇▇▇▇▇▇ Partnership receiving in any event units of partnership interest in EOP Partnership, as set forth in Section 1.10(a).

      (b)  Pursuant to Treasury Regulation § 1.708-1(c)(3), EOP Partnership and ▇▇▇▇▇▇▇ Partnership intend that the Partnership Merger be treated as an “assets over” form of merger, with the consequences set forth in Treasury Regulation § 1.708-1(c)(3)(i). In addition, if and to the extent that any transaction entered into pursuant to this Agreement or otherwise deemed undertaken in connection with the transactions contemplated by this Agreement is treated for federal income tax purposes as a direct or indirect transfer of cash from EOP Partnership to a holder of ▇▇▇▇▇▇▇ OP Units or ▇▇▇▇▇▇▇ Preferred OP Units that would be characterized as a sale for federal income tax purposes, pursuant to Treasury Regulation § 1.708-1(c)(4) such sale shall be treated by all parties as a sale by the former holder of ▇▇▇▇▇▇▇ OP Units or ▇▇▇▇▇▇▇ Preferred OP Units receiving (or deemed to receive) such cash of ▇▇▇▇▇▇▇ OP Units or ▇▇▇▇▇▇▇ Preferred OP Units to EOP Partnership and as a direct purchase by EOP Partnership of such ▇▇▇▇▇▇▇ OP Units or ▇▇▇▇▇▇▇ Preferred OP Units from such former holder of ▇▇▇▇▇▇▇ OP Units or ▇▇▇▇▇▇▇ Preferred OP Units immediately prior to the Partnership Merger (and not as a transfer of cash from EOP Partnership to ▇▇▇▇▇▇▇ Partnership as part of the Partnership Merger). Each holder of ▇▇▇▇▇▇▇ OP Units or ▇▇▇▇▇▇▇ Preferred OP Units who receives, directly or indirectly, any cash in connection with the Partnership Merger shall be deemed, by such holder’s act of receiving and accepting such cash, to have agreed to the characterization of such transaction set forth in the immediately preceding sentence for purposes of Treasury Regulation § 1.708-1(c)(4).

      1.2  The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Title 3 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended (“Title 3”), and Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended (“Title 8”), ▇▇▇▇▇▇▇ shall be merged with and into Equity Office, with Equity Office surviving as a real estate investment trust (the “Surviving Trust”).

      1.3  Closing. The closing of the Mergers (the “Closing”) will take place commencing at 9:00 a.m., local time, on the date to be specified by the parties, which (subject to satisfaction or waiver of the conditions set forth in Article 6) shall be no later than the third business day after satisfaction or waiver of the conditions set forth in Section 6.1 (the “Closing Date”), at the offices of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, unless another date or place is agreed to in writing by the parties.

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      1.4  Effective Time. As soon as practicable on the Closing Date, (i) EOP Partnership and ▇▇▇▇▇▇▇ Partnership shall execute and file the Delaware Certificate of Merger, executed in accordance with the DRULPA, with the Office of the Secretary of State of the State of Delaware, and the California Certificate of Merger, executed in accordance with the CRULPA, with the Office of the Secretary of State of the State of California and (ii) Equity Office and ▇▇▇▇▇▇▇ shall then execute and file the Articles of Merger, executed in accordance with Title 3 and Title 8, with the State Department of Assessments and Taxation of Maryland (the “Department”), and shall make all other filings and recordings required, with respect to the Partnership Merger, under the DRULPA and the CRULPA or, with respect to the Merger, under Title 3 and Title 8. The Mergers shall become effective (each an “Effective Time” and collectively the “Effective Times”) at such times as Equity Office and ▇▇▇▇▇▇▇ shall agree should be specified in the Delaware Certificate of Merger, the California Certificate of Merger and the Articles of Merger (not to exceed thirty (30) days after the Articles of Merger are accepted for record by the Department). Unless otherwise agreed, the parties shall cause the Effective Times to occur on the Closing Date, with not less than one hour between the Effective Time of the Partnership Merger and the Effective Time of the Merger.

      1.5  Effect of Partnership Merger on Agreements of Limited Partnership. The Second Amended and Restated Agreement of Limited Partnership, as amended (including the amendment made pursuant to Section 1.9), of EOP Partnership, as in effect as of the Effective Time of the Partnership Merger (the “EOP Partnership Agreement”), shall continue in full force and effect after the Partnership Merger until further amended in accordance with applicable Delaware law. The Second Amended and Restated Agreement of Limited Partnership, as amended, of ▇▇▇▇▇▇▇ Partnership, as in effect immediately prior to the Effective Time of the Partnership Merger (the “▇▇▇▇▇▇▇ Partnership Agreement”), shall terminate at the Effective Time of the Partnership Merger.

      1.6  Effect of Merger on Declaration of Trust and Bylaws. The Articles of Amendment and Restatement of Declaration of Trust, as amended (including the amendments made pursuant to Section 1.8) of Equity Office (the “Equity Office Declaration of Trust”) and the Bylaws, as amended, of Equity Office (the “Equity Office Bylaws”), as in effect as of the Effective Time of the Merger, and if approved by the Equity Office shareholders, as amended by the Proposed Equity Office Charter Amendments (as defined herein), shall continue in full force and effect after the Merger until further amended in accordance with applicable Maryland law and the terms thereof.

      1.7  Trustees of Equity Office. The trustees of Equity Office following the Merger shall consist of the trustees of Equity Office immediately prior to the Effective Time of the Merger, who shall continue to serve for the balance of their unexpired terms or their earlier death, resignation or removal, together with ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇, each of whom shall, no later than the third business day after the Effective Time of the Merger, become a trustee. ▇▇. ▇▇▇▇▇▇▇’▇ term shall expire in 2004. Prior to the initial filing of the Form S-4 with the SEC, ▇▇▇▇▇▇▇ shall notify Equity Office in writing as to whether (a) ▇▇. ▇▇▇▇▇▇’▇ term shall expire in 2003 and ▇▇. ▇▇▇▇▇▇’▇ term shall expire in 2002 or (b) ▇▇. ▇▇▇▇▇▇’▇ term shall expire in 2002 and ▇▇. ▇▇▇▇▇▇’▇ term shall expire in 2003. Following their election as trustees, such individuals shall serve for their designated terms, subject to their earlier death, resignation or removal.

      1.8  Effect on Capital Stock. The effect of the Merger on the shares of capital stock of ▇▇▇▇▇▇▇ shall be as provided in the Articles of Merger and in Section 1.10. The Merger shall not change the shares of beneficial interest of Equity Office outstanding immediately prior to the Merger. Prior to or as of the Effective Time, the Equity Office Declaration of Trust shall be amended, in accordance with Title 8 and the terms of the Equity Office Declaration of Trust, as follows:

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      1.9  Effect on Partnership Interests. The effect of the Partnership Merger on the partnership interests of ▇▇▇▇▇▇▇ Partnership shall be as provided in the Delaware Certificate of Merger and in Section 1.10. The Partnership Merger shall not change the partnership interests of EOP Partnership outstanding immediately prior to the Merger. Prior to or as of the Effective Time, the EOP Partnership Agreement shall be amended, in accordance with the DRULPA and the terms of the EOP Partnership Agreement, by the adoption by Equity Office, in its capacity as the general partner of EOP Partnership, of an amendment substantially in the form set forth on Exhibit H in order to provide for the creation of (i) if necessary, the Equity Office Series D Preferred OP Units (as defined herein), (ii) the Equity Office Series E Preferred OP Units (as defined herein), (iii) the Equity Office Series F Preferred OP Units (as defined herein), (iv) the Equity Office Series G Preferred OP Units (as defined herein) and (v) the Equity Office Series H Preferred OP Units (as defined herein).

      1.10  Partnership Merger Consideration; Merger Consideration.

      (a)  Partnership Merger Consideration. The consideration to be paid to holders of Partnership Units (as defined in the ▇▇▇▇▇▇▇ Partnership Agreement) and Partnership Interests (as defined in the ▇▇▇▇▇▇▇ Partnership Agreement) of ▇▇▇▇▇▇▇ Partnership in the Partnership Merger (collectively, the “Partnership Merger Consideration”) is as follows:

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      As used herein, (i) “▇▇▇▇▇▇▇ Preferred OP Units” means, collectively, ▇▇▇▇▇▇▇ Series A Preferred OP Units, ▇▇▇▇▇▇▇ Series B Preferred OP Units, ▇▇▇▇▇▇▇ Series C Preferred OP Units, ▇▇▇▇▇▇▇ Series D Preferred OP Units and ▇▇▇▇▇▇▇ Series E Preferred OP Units and (ii) “Equity Office Preferred OP Units” means, collectively, Equity Office Series D Preferred OP Units, Equity Office Series E Preferred OP Units, Equity Office Series F Preferred OP Units, Equity Office Series G Preferred OP Units and Equity Office Series H Preferred OP Units.

      (b)  Merger Consideration. The consideration to be paid to holders of capital stock of ▇▇▇▇▇▇▇ in the Merger (collectively, the “Merger Consideration”) is as follows:

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      1.11  Partner Approval. ▇▇▇▇▇▇▇ shall seek the requisite approval of the partners of ▇▇▇▇▇▇▇ Partnership of this Agreement, the Merger, the withdrawal of ▇▇▇▇▇▇▇ as general partner and the Partnership Merger to the extent required by the ▇▇▇▇▇▇▇ Partnership Agreement or applicable law to effectuate the transactions contemplated by this Agreement (collectively, the “▇▇▇▇▇▇▇ Partner Approvals”). Equity Office shall seek the

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      1.12  Appraisal or Dissenters Rights. The holders of ▇▇▇▇▇▇▇ Common Stock, ▇▇▇▇▇▇▇ Preferred Stock (other than the ▇▇▇▇▇▇▇ Series A Preferred Shares), Equity Office Common Shares, Equity Office Existing Preferred Shares, Equity Office OP Units or Equity Office Existing Preferred Shares are not entitled under applicable law to appraisal, dissenters or similar rights as a result of the Mergers. Pursuant to Section 3-202 of the Maryland General Corporation Law, the holders of ▇▇▇▇▇▇▇ Series A Preferred Shares are entitled to dissenter’s rights in accordance with the Maryland General Corporation Law. Pursuant to Section 15679.2 of the CRULPA, the holders of ▇▇▇▇▇▇▇ OP Units and ▇▇▇▇▇▇▇ Preferred OP Units are entitled to dissenters rights in accordance with the CRULPA but not otherwise.

      1.13  Exchange of Certificates; Pre-Closing Dividends; Fractional Shares.

      (a)  Exchange Agent. Prior to the Effective Time, Equity Office shall appoint Equiserve LLC as the exchange agent, or another bank or trust company reasonably acceptable to ▇▇▇▇▇▇▇, to act as exchange agent (the “Exchange Agent”) for the exchange of the Merger Consideration upon surrender of certificates representing issued and outstanding shares of ▇▇▇▇▇▇▇ Common Stock and each series of ▇▇▇▇▇▇▇ Preferred Stock.

      (b)  Equity Office to Provide Merger Consideration; ▇▇▇▇▇▇▇ to Provide Funds for Final ▇▇▇▇▇▇▇ Dividend. Equity Office shall provide to the Exchange Agent on or before the Effective Time of the Merger, for the benefit of the holders of ▇▇▇▇▇▇▇ Common Stock and each series of ▇▇▇▇▇▇▇ Preferred Stock, the Merger Consideration issuable in exchange for the issued and outstanding ▇▇▇▇▇▇▇ Common Stock and each series of ▇▇▇▇▇▇▇ Preferred Stock pursuant to Section 1.10, together with any cash required to make payments in lieu of any fractional shares pursuant to Section 1.13(g) (the “Exchange Fund”). The Exchange Agent (or other depository acting for the benefit of the Exchange Agent) shall invest any cash included in the Exchange Fund as directed by Equity Office, on a daily basis. Any interest or other income resulting from such investments shall be paid to Equity Office. ▇▇▇▇▇▇▇ shall provide to the Exchange Agent not later than one business day prior to the Effective Time of the Merger, for the benefit of the holders of ▇▇▇▇▇▇▇ Common Stock and each series of ▇▇▇▇▇▇▇ Preferred Stock, cash payable in respect of any dividends required pursuant to Section 1.13(d)(i). Such cash shall be invested in accordance with written directions delivered by ▇▇▇▇▇▇▇ to the Exchange Agent or other depository not later than one business day prior to the Effective Time of the Merger, with any interest or other income earned on such investments to be paid to Equity Office as the successor to ▇▇▇▇▇▇▇ in the Merger.

      (c)  Exchange Procedure. Equity Office shall use commercially reasonable efforts to cause the Exchange Agent, no later than the fifth business day after the Closing Date, to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of ▇▇▇▇▇▇▇ Common Stock or any series of ▇▇▇▇▇▇▇ Preferred Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as Equity Office may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration together with any dividends or distributions to which such holder is entitled pursuant to Section 1.13(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.13(g). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of ▇▇▇▇▇▇▇ Common Stock or a series of ▇▇▇▇▇▇▇ Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10(b), together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.13(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.13(g), (ii) Equity Office shall use

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      (d)  Record Dates for Final Dividends; Distributions with Respect to Unexchanged Shares.

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      (e)  No Further Ownership Rights in ▇▇▇▇▇▇▇ Common Stock and ▇▇▇▇▇▇▇ Preferred Stock. All Merger Consideration paid upon the surrender of Certificates in accordance with the terms of this Section 1.13 (including any cash paid pursuant to Section 1.13(g)) shall be deemed to have been paid in full satisfaction of all rights pertaining to the ▇▇▇▇▇▇▇ Common Stock and each series of ▇▇▇▇▇▇▇ Preferred Stock, as applicable, theretofore represented by such Certificates; provided, however, that ▇▇▇▇▇▇▇ shall transfer to the Exchange Agent cash sufficient to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by ▇▇▇▇▇▇▇ on such ▇▇▇▇▇▇▇ Common Stock or any such series of ▇▇▇▇▇▇▇ Preferred Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time and have not been paid prior to such surrender, and there shall be no further registration of transfers on the stock transfer books of ▇▇▇▇▇▇▇ of the ▇▇▇▇▇▇▇ Common Stock or any series of ▇▇▇▇▇▇▇ Preferred Stock which were outstanding immediately prior to

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      (f)  No Liability. None of ▇▇▇▇▇▇▇, Equity Office or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration or dividends delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any portion of the Exchange Fund delivered to the Exchange Agent pursuant to this Agreement that remains unclaimed for 12 months after the Effective Time shall be redelivered by the Exchange Agent to Equity Office, upon demand, and any holders of Certificates who have not theretofore complied with Section 1.13(c) shall thereafter look only to Equity Office for delivery of the Merger Consideration, any cash payable in lieu of fractional shares pursuant to Section 1.13(g) and any unpaid dividends, subject to applicable escheat and other similar laws.

      (g)  No Fractional Shares; No Fractional Equity Office OP Units

      (h)  Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Equity Office or the Exchange Agent, the posting by such Person of a bond in such reasonable amount as Equity Office or the Exchange Agent reasonably may direct (but consistent with the practices Equity Office applies to its own shareholders) as indemnity against any claim that may be made against them with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the cash, Equity Office Common Shares or Equity Office Preferred Shares to which the holders thereof are entitled pursuant to Section 1.10, any cash payable pursuant to Section 1.13(g) to which the holders thereof are entitled and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 1.13(d).

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF SPIEKER AND ▇▇▇▇▇▇▇ PARTNERSHIP

      Except as specifically set forth in the ▇▇▇▇▇▇▇ SEC Documents (as defined herein) or in the schedule delivered to Equity Office prior to the execution hereof and identified by either co-Chief Executive Officer of

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      2.1  Organization, Standing and Power. ▇▇▇▇▇▇▇ is a corporation duly incorporated, validly existing and in good standing under the laws of Maryland. ▇▇▇▇▇▇▇ has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now being conducted. The Articles of Incorporation, as amended and supplemented, of ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Articles”) are in effect, and no dissolution, revocation or forfeiture proceedings regarding ▇▇▇▇▇▇▇ have been commenced. ▇▇▇▇▇▇▇ is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, would not reasonably be expected to have a ▇▇▇▇▇▇▇ Material Adverse Effect (as defined herein). As used in this Agreement, a “▇▇▇▇▇▇▇ Material Adverse Effect” means any circumstance, event, occurrence, change or effect that is materially adverse to the business, properties, assets (tangible or intangible), financial condition or results of operations of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Partnership and the ▇▇▇▇▇▇▇ Subsidiaries (as defined herein), taken as a whole, except, in each case, as a result of (i) changes in general economic conditions nationally or regionally, (ii) changes affecting the real estate industry generally which do not affect ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Partnership, as the case may be, materially disproportionately relative to other participants in the real estate industry similarly situated, or (iii) in and of itself and without the occurrence of any other ▇▇▇▇▇▇▇ Material Adverse Effect, changes in the trading prices of ▇▇▇▇▇▇▇ Common Stock or any series of ▇▇▇▇▇▇▇ Preferred Stock. ▇▇▇▇▇▇▇ has delivered to Equity Office complete and correct copies of the ▇▇▇▇▇▇▇ Articles and the Amended and Restated Bylaws of ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Bylaws”), in each case, as amended or supplemented to the date of this Agreement.

      2.2  ▇▇▇▇▇▇▇ Subsidiaries.

      (a)  Schedule 2.2 to the ▇▇▇▇▇▇▇ Disclosure Letter sets forth (i) each Subsidiary (as defined herein) of ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Subsidiaries”) and ▇▇▇▇▇▇▇ TRS (which ▇▇▇▇▇▇▇ TRS constitutes the only entity in which ▇▇▇▇▇▇▇ owns a non-voting equity interest and has no right to control except as set forth in Schedule 2.4 of the ▇▇▇▇▇▇▇ Disclosure Letter), (ii) the ownership interest therein of ▇▇▇▇▇▇▇, (iii) if not directly or indirectly wholly owned by ▇▇▇▇▇▇▇, the identity and ownership interest of each of the other owners of such ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS, as applicable, (iv) each office property and other commercial property owned by such ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS, as applicable, and (v) if not wholly owned by such ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS, as applicable, the identity and ownership interest of each of the other owners of such property. As used in this Agreement, “Subsidiary” of any Person (as defined herein) means any corporation, partnership, limited liability company, joint venture, trust or other legal entity of which such Person owns (either directly or through or together with another Subsidiary of such Person) either (i) a general partner, managing member or other similar interest, or (ii)(A) 10% or more of the voting power of the voting capital stock or other voting equity interests, or (B) 10% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other legal entity. As used herein, “Person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity. Schedule 2.2 of the ▇▇▇▇▇▇▇ Disclosure Letter sets forth a true and complete list of the equity securities owned by ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS, in any corporation, partnership, limited liability company, joint venture or other legal entity, excluding ▇▇▇▇▇▇▇ Subsidiaries and ▇▇▇▇▇▇▇ TRS.

      (b)  Except as set forth in Schedule 2.2 to the ▇▇▇▇▇▇▇ Disclosure Letter, (i) all of the outstanding shares of capital stock owned by ▇▇▇▇▇▇▇, or ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS of each ▇▇▇▇▇▇▇ Subsidiary and ▇▇▇▇▇▇▇ TRS that is a corporation have been duly authorized, validly issued and are (A) fully paid and nonassessable and not subject to preemptive or similar rights, and (B) owned free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) and (ii) all equity interests in each ▇▇▇▇▇▇▇ Subsidiary that is a partnership, joint venture, limited liability company or trust which are owned by ▇▇▇▇▇▇▇, by another ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS or by ▇▇▇▇▇▇▇ and another ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS are owned free and clear of all Liens other than pledges, if any, contained in organizational documents of such ▇▇▇▇▇▇▇ Subsidiary and given to secure

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      2.3  Capital Structure.

      (a)  The authorized shares of capital stock of ▇▇▇▇▇▇▇ consist of 1,000,000,000 shares of capital stock, par value $.0001 per share, 649,000,000 of which are classified as ▇▇▇▇▇▇▇ Common Stock, 2,000,000 of which are classified as Class B Common Stock (par value $.0001 per share) of ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇ Class B Common Stock”), 1,500,000 of which are classified as Class C Common Stock (par value $.0001 per share) of ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇ Class C Common Stock”), 1,000,000 of which are classified as Series A Preferred Shares, 5,000,000 of which are classified as Series B Preferred Shares, 6,000,000 of which are classified as Series C Preferred Shares, 1,500,000 of which are classified as Series D Preferred Shares, 4,000,000 of which are classified as Series E Preferred Shares and 330,000,000 of which are classified as Excess Stock. 65,923,946 shares of ▇▇▇▇▇▇▇ Common Stock are issued and outstanding on the date of this Agreement; no shares of ▇▇▇▇▇▇▇ Class B Common Stock are issued and outstanding on the date of this Agreement; no shares of ▇▇▇▇▇▇▇ Class C Common Stock are issued and outstanding on the date of this Agreement; 1,000,000 ▇▇▇▇▇▇▇ Series A Preferred Shares are issued and outstanding on the date of this Agreement; 4,250,000 ▇▇▇▇▇▇▇ Series B Preferred Shares are issued and outstanding on the date of this Agreement; 6,000,000 ▇▇▇▇▇▇▇ Series C Preferred Shares are issued and outstanding on the date of this Agreement; no shares of ▇▇▇▇▇▇▇ Series D Preferred Shares are issued and outstanding on the date of this Agreement; 4,000,000 ▇▇▇▇▇▇▇ Series E Preferred Shares are issued and outstanding on the date of this Agreement. 6,500,000 shares of ▇▇▇▇▇▇▇ Participating Preferred Stock (par value $.0001 per share) have been reserved for issuance pursuant to the ▇▇▇▇▇▇▇ Rights Plan and none are outstanding.

      (b)  Set forth in Schedule 2.3(b) to the ▇▇▇▇▇▇▇ Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase shares of ▇▇▇▇▇▇▇ Common Stock or ▇▇▇▇▇▇▇ OP Units granted under ▇▇▇▇▇▇▇’▇ Amended and Restated 1993 Directors’ Stock Option Plan, ▇▇▇▇▇▇▇’▇ Amended and Restated 1993 Stock Incentive Plan, ▇▇▇▇▇▇▇ Partnership’s Employee Stock Incentive Pool or any other formal or informal arrangement (collectively, the “▇▇▇▇▇▇▇ Stock Options”); and (ii) except for the ▇▇▇▇▇▇▇ Rights, the ▇▇▇▇▇▇▇ Series A Preferred Shares and the ▇▇▇▇▇▇▇ OP Units, all other warrants or other rights to acquire ▇▇▇▇▇▇▇ Common Stock, all stock appreciation rights, restricted stock, dividend equivalents, deferred compensation accounts, performance awards, restricted stock unit awards and other awards which are outstanding on the date of this Agreement (“▇▇▇▇▇▇▇ Stock Rights”). Schedule 2.3(b) to the ▇▇▇▇▇▇▇ Disclosure Letter sets forth for each ▇▇▇▇▇▇▇ Stock Option and ▇▇▇▇▇▇▇ Stock Right (other than ▇▇▇▇▇▇▇ OP Units and ▇▇▇▇▇▇▇ Series A Preferred Shares) the name of the grantee, the date of the grant, the type of grant, the status of the option grants as qualified or nonqualified under Section 422 of the Code, the number of shares of ▇▇▇▇▇▇▇ Common Stock subject to each option or other award, the number and type of shares subject to options or awards that are currently exercisable, the exercise price per share, and the number and type of such shares subject to stock appreciation rights. On the date of this Agreement, except as set forth in this Section 2.3 or excepted therefrom or as set forth in Schedule 2.3(b) to the ▇▇▇▇▇▇▇ Disclosure Letter, no shares of ▇▇▇▇▇▇▇ Common Stock were outstanding or reserved for issuance.

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      (c)  All outstanding shares of ▇▇▇▇▇▇▇ Common Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive or similar rights under law or the ▇▇▇▇▇▇▇ Articles or ▇▇▇▇▇▇▇ Bylaws, or any contract or instrument to which ▇▇▇▇▇▇▇ is a party or by which it is bound. There are no bonds, debentures, notes or other indebtedness of ▇▇▇▇▇▇▇ having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which shareholders of ▇▇▇▇▇▇▇ may vote.

      (d)  Other than (i) as set forth in this Section 2.3 or in Schedule 2.3(b) to the ▇▇▇▇▇▇▇ Disclosure Letter, (ii) ▇▇▇▇▇▇▇ OP Units, which may be converted into shares of ▇▇▇▇▇▇▇ Common Stock at a rate of one share of ▇▇▇▇▇▇▇ Common Stock for each ▇▇▇▇▇▇▇ OP Unit or, under the circumstances described in Article XI and Exhibit C of the ▇▇▇▇▇▇▇ Partnership Agreement, into cash, shares of ▇▇▇▇▇▇▇ Common Stock or a combination of cash and shares of ▇▇▇▇▇▇▇ Common Stock, (iii) 1,500,000 ▇▇▇▇▇▇▇ Series D Preferred Shares issuable, and reserved for issuance, upon the conversion of ▇▇▇▇▇▇▇ Series D Preferred OP Units, and (iv) 1,219,512 shares of ▇▇▇▇▇▇▇ Common Stock issuable, and reserved for issuance, upon the conversion of the ▇▇▇▇▇▇▇ Series A Preferred Shares, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS is a party or by which such entity is bound, obligating ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, voting securities or other ownership interests of ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS or obligating ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to ▇▇▇▇▇▇▇ or a ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS).

      (e)  As of the date of this Agreement, (i) 75,749,191 ▇▇▇▇▇▇▇ OP Units (including for purposes of this Section 2.3(e) the ▇▇▇▇▇▇▇ Series A Preferred Unit representing 1,000,000 ▇▇▇▇▇▇▇ OP Units) are validly issued and outstanding, fully paid and nonassessable and not subject to preemptive or similar rights under law or the ▇▇▇▇▇▇▇ Partnership Agreement, or any contract or instrument to which ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Partnership is a party or by which either is bound, of which 66,923,946 ▇▇▇▇▇▇▇ OP Units (including for purposes of this Section 2.3(e) the ▇▇▇▇▇▇▇ Series A Preferred Unit representing 1,000,000 ▇▇▇▇▇▇▇ OP Units) are owned by ▇▇▇▇▇▇▇, (ii) the ▇▇▇▇▇▇▇ Series A Preferred OP Unit (which represents 1,000,000 ▇▇▇▇▇▇▇ OP Units) is validly issued and outstanding, fully paid and nonassessable and not subject to preemptive or similar rights, and is owned by ▇▇▇▇▇▇▇, (iii) the ▇▇▇▇▇▇▇ Series B Preferred OP Unit is validly issued and outstanding, fully paid and nonassessable and not subject to preemptive or similar rights and is owned by ▇▇▇▇▇▇▇, (iv) the ▇▇▇▇▇▇▇ Series C Preferred OP Unit is validly issued and outstanding, fully paid and nonassessable and not subject to preemptive or similar rights, and is owned by ▇▇▇▇▇▇▇, (v) 1,500,000 ▇▇▇▇▇▇▇ Series D Preferred OP Units are validly issued and outstanding, fully paid and nonassessable and not subject to preemptive or similar rights, none of which are owned by ▇▇▇▇▇▇▇ and (vi) the ▇▇▇▇▇▇▇ Series E Preferred OP Unit is validly issued and outstanding, fully paid and nonassessable and not subject to preemptive or similar rights, and is owned by ▇▇▇▇▇▇▇. Schedule 2.3(e) to the ▇▇▇▇▇▇▇ Disclosure Letter sets forth the name of each holder of ▇▇▇▇▇▇▇ OP Units and the number of ▇▇▇▇▇▇▇ OP Units owned by each such holder as of the date of this Agreement. Except as provided in the ▇▇▇▇▇▇▇ Partnership Agreement or as contemplated by this Agreement, the ▇▇▇▇▇▇▇ OP Units are not subject to any restrictions imposed by ▇▇▇▇▇▇▇ Partnership on the transfer, assignment, pledge, distribution, encumbrance or other disposition thereof (either voluntarily or involuntarily and with or without consideration) or on the exercise of the voting rights thereof provided in the ▇▇▇▇▇▇▇ Partnership Agreement. Except as provided in the ▇▇▇▇▇▇▇ Partnership Agreement, ▇▇▇▇▇▇▇ Partnership has not issued or granted and is not a party to any outstanding commitments of any kind relating to, or any presently effective agreements or understandings with respect to, the issuance or sale of interests in ▇▇▇▇▇▇▇ Partnership, whether issued or unissued, or securities convertible into or exchangeable or exercisable for interests in ▇▇▇▇▇▇▇ Partnership.

      (f)  All dividends on ▇▇▇▇▇▇▇ Common Stock and each series of ▇▇▇▇▇▇▇ Preferred Stock and all distributions on ▇▇▇▇▇▇▇ OP Units and ▇▇▇▇▇▇▇ Preferred OP Units, which have been declared prior to the date of this Agreement, have been paid in full.

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      (g)  Set forth on Schedule 2.3(g) to the ▇▇▇▇▇▇▇ Disclosure Letter is a list of each registration rights agreement or other agreement between ▇▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇ Partnership, on the one hand, and one or more other parties, on the other hand, which sets forth the rights of any such other party or parties to cause the registration of any securities of ▇▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇ Partnership pursuant to the Securities Act of 1933, as amended (the “Securities Act”).

      2.4  Other Interests. Except for interests in the ▇▇▇▇▇▇▇ Subsidiaries, ▇▇▇▇▇▇▇ TRS and certain other entities as set forth in Schedule 2.4 to the ▇▇▇▇▇▇▇ Disclosure Letter (the “▇▇▇▇▇▇▇ Other Interests”), none of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Partnership, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS owns directly or indirectly any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust, limited liability company or other entity (other than investments in short-term investment securities). With respect to the ▇▇▇▇▇▇▇ Other Interests, ▇▇▇▇▇▇▇ Partnership is a partner, member or shareholder in good standing, and owns such interests free and clear of all Liens. None of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Partnership, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS is in material breach of any agreement, document or contract which is of a material nature governing its rights in or to the ▇▇▇▇▇▇▇ Other Interests, all of which agreements, documents and contracts are (a) listed in Schedule 2.4 to the ▇▇▇▇▇▇▇ Disclosure Letter, (b) unmodified except as described therein and (c) to the Knowledge of ▇▇▇▇▇▇▇ (as defined herein), in full force and effect. To the Knowledge of ▇▇▇▇▇▇▇, the other parties to any such agreement, document or contract which is of a material nature are not in material breach of any of their respective obligations under such agreements, documents or contracts.

      2.5  Authority; Noncontravention; Consents.

      (a)  ▇▇▇▇▇▇▇ has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite ▇▇▇▇▇▇▇ stockholder approval of the Merger and any other matters reasonably and timely requested by any other party to effectuate the transactions contemplated by this Agreement (collectively, the “▇▇▇▇▇▇▇ Stockholder Approvals”) and the ▇▇▇▇▇▇▇ Partner Approvals (as defined herein), to consummate the transactions contemplated by this Agreement to which ▇▇▇▇▇▇▇ is a party. The execution and delivery of this Agreement by ▇▇▇▇▇▇▇ and the consummation by ▇▇▇▇▇▇▇ of the transactions contemplated by this Agreement to which ▇▇▇▇▇▇▇ is a party have been duly authorized by all necessary action on the part of ▇▇▇▇▇▇▇, except for and subject to the ▇▇▇▇▇▇▇ Stockholder Approvals and the ▇▇▇▇▇▇▇ Partner Approvals. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇▇ and constitutes a valid and binding obligation of ▇▇▇▇▇▇▇, enforceable against ▇▇▇▇▇▇▇ in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

      (b)  ▇▇▇▇▇▇▇ Partnership has the requisite partnership power and authority to enter into this Agreement and, subject to the requisite ▇▇▇▇▇▇▇ Partner Approvals, to consummate the transactions contemplated by this Agreement to which ▇▇▇▇▇▇▇ Partnership is a party. The execution and delivery of this Agreement by ▇▇▇▇▇▇▇ Partnership and the consummation by ▇▇▇▇▇▇▇ Partnership of the transactions contemplated by this Agreement to which ▇▇▇▇▇▇▇ Partnership is a party have been duly authorized by all necessary action on the part of ▇▇▇▇▇▇▇ Partnership, except for and subject to the ▇▇▇▇▇▇▇ Stockholder Approvals and the ▇▇▇▇▇▇▇ Partner Approvals. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇▇ Partnership and constitutes a valid and binding obligation of ▇▇▇▇▇▇▇ Partnership, enforceable against ▇▇▇▇▇▇▇ Partnership in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

      (c)  Except as set forth in Schedule 2.5(c)(1) to the ▇▇▇▇▇▇▇ Disclosure Letter and subject to receipt of the ▇▇▇▇▇▇▇ Stockholder Approvals and the ▇▇▇▇▇▇▇ Partner Approvals, the execution and delivery of this Agreement by ▇▇▇▇▇▇▇ do not, and the consummation of the transactions contemplated by this Agreement to which ▇▇▇▇▇▇▇ is a party and compliance by ▇▇▇▇▇▇▇ with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to material loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Subsidiary under, (i) the ▇▇▇▇▇▇▇ Articles or ▇▇▇▇▇▇▇ Bylaws or the comparable charter or organizational documents or partnership, operating, or similar agreement (as the case may be) of any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS, each as amended or supplemented, (ii) any loan or credit agreement, note, bond,

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      2.6  SEC Documents; Financial Statements; Undisclosed Liabilities. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Partnership have filed all reports, schedules, forms, statements and other documents required to be filed with the SEC since December 31, 1997 through the date hereof (collectively, including all exhibits thereto and any registration statement filed since such date, the “▇▇▇▇▇▇▇ SEC Documents”). All of the ▇▇▇▇▇▇▇ SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in each case, the rules and regulations promulgated thereunder applicable to such ▇▇▇▇▇▇▇ SEC Documents. None of the ▇▇▇▇▇▇▇ SEC Documents at the time of filing contained, nor will any report, schedule, form, statement or other document filed by ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Partnership after the date hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of ▇▇▇▇▇▇▇ included in the ▇▇▇▇▇▇▇ SEC Documents or of ▇▇▇▇▇▇▇ Partnership included in the ▇▇▇▇▇▇▇ SEC Documents complied, or will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or will be prepared in accordance with generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, or will fairly present, in all material respects in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of ▇▇▇▇▇▇▇ and its Subsidiaries or ▇▇▇▇▇▇▇ Partnership and its Subsidiaries, as the case may be, in each case, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (except, in the case of unaudited statements, as permitted by Form 10-Q under the

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      2.7  Absence of Certain Changes or Events. Except as disclosed in the ▇▇▇▇▇▇▇ SEC Documents or in Schedule 2.7 to the ▇▇▇▇▇▇▇ Disclosure Letter, since December 31, 1999 (the “▇▇▇▇▇▇▇ Financial Statement Date”), ▇▇▇▇▇▇▇, its Subsidiaries and ▇▇▇▇▇▇▇ TRS have conducted their business only in the ordinary course (taking into account prior practices, including the acquisition and disposition of properties and issuance of securities) and there has not been (a) any circumstance, event, occurrence, change or effect that has had a ▇▇▇▇▇▇▇ Material Adverse Effect, nor has there been any circumstance, event, occurrence, change or effect that with the passage of time would reasonably be expected to result in a ▇▇▇▇▇▇▇ Material Adverse Effect, (b) except for regular quarterly distributions not in excess of $0.70 per share of ▇▇▇▇▇▇▇ Common Stock or ▇▇▇▇▇▇▇ OP Unit (subject to changes pursuant to Section 5.10 and to any Final ▇▇▇▇▇▇▇ Dividend payable pursuant to Section 1.13(d)(i)), $0.8536584 per share of ▇▇▇▇▇▇▇ Series A Preferred Shares, of $0.590625 per share of ▇▇▇▇▇▇▇ Series B Preferred Shares, $0.4921875 per share of ▇▇▇▇▇▇▇ Series C Preferred Shares or of $0.50 per share of ▇▇▇▇▇▇▇ Series E Preferred Shares (or, in each case, with respect to the period commencing on the date hereof and ending on the Closing Date, distributions as necessary to maintain REIT (as defined herein) status), in each case with customary record and payment dates, any authorization, declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the ▇▇▇▇▇▇▇ Common Stock, the ▇▇▇▇▇▇▇ OP Units or any series of the ▇▇▇▇▇▇▇ Preferred OP Units or the ▇▇▇▇▇▇▇ Preferred Stock, (c) any split, combination or reclassification of the ▇▇▇▇▇▇▇ Common Stock, the ▇▇▇▇▇▇▇ OP Units or any series of the ▇▇▇▇▇▇▇ Preferred OP Units or the ▇▇▇▇▇▇▇ Preferred Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of stock of ▇▇▇▇▇▇▇ or partnership interests in ▇▇▇▇▇▇▇ Partnership or any issuance of an ownership interest in, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS, (d) any damage, destruction or loss, whether or not covered by insurance, that has had or would reasonably be expected to have a ▇▇▇▇▇▇▇ Material Adverse Effect, (e) any change in accounting methods, principles or practices by ▇▇▇▇▇▇▇ or any of its Subsidiaries, ▇▇▇▇▇▇▇ Partnership or any of its Subsidiaries or ▇▇▇▇▇▇▇ TRS materially affecting its assets, liabilities or business, except insofar as may have been disclosed in ▇▇▇▇▇▇▇ SEC Documents or required by a change in GAAP, or (f) any amendment in any material respect of any employment, consulting, severance, retention or any other agreement between ▇▇▇▇▇▇▇ and any officer or director of ▇▇▇▇▇▇▇.

      2.8  Litigation. Except as disclosed in the ▇▇▇▇▇▇▇ SEC Documents or in Schedule 2.8 to the ▇▇▇▇▇▇▇ Disclosure Letter, and other than personal injury and other routine tort litigation arising from the ordinary course of operations of ▇▇▇▇▇▇▇, the ▇▇▇▇▇▇▇ Subsidiaries and ▇▇▇▇▇▇▇ TRS (a) which are covered by insurance, subject to a reasonable deductible or retention limit or (b) for which all material costs and liabilities arising therefrom are reimbursable pursuant to common area maintenance or similar agreements, there is no suit, action or proceeding pending (in which service of process has been received by an employee of ▇▇▇▇▇▇▇, a ▇▇▇▇▇▇▇ Subsidiary or the ▇▇▇▇▇▇▇ TRS) or, to the Knowledge of ▇▇▇▇▇▇▇ (as hereinafter defined), threatened in writing against or affecting ▇▇▇▇▇▇▇, or any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS that, individually or in the aggregate, would reasonably be expected to (i) have a ▇▇▇▇▇▇▇ Material Adverse Effect or (ii) prevent or materially impair the ability of ▇▇▇▇▇▇▇ to perform any of its obligations hereunder or prevent or materially threaten or impair the consummation of any of the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any court or Governmental Entity or arbitrator outstanding against ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS having, or which, insofar as reasonably can be foreseen, in the future would have, any such effect. Notwithstanding the foregoing, (y) Schedule 2.8 to the ▇▇▇▇▇▇▇ Disclosure Letter sets forth each and every material uninsured claim, equal employment opportunity claim and claim relating to sexual harassment and/or discrimination pending or, to the Knowledge of ▇▇▇▇▇▇▇, threatened as of the date hereof, in each case with a brief summary of such claim or threatened

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      2.9  Properties.

      (a)  Except as provided in Schedule 2.2 or Schedule 2.9(a) to the ▇▇▇▇▇▇▇ Disclosure Letter, ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS set forth on Schedule 2.2 to the ▇▇▇▇▇▇▇ Disclosure Letter owns fee simple title to or holds a leasehold interest in each of the real properties identified in Schedule 2.2 to the ▇▇▇▇▇▇▇ Disclosure Letter (the “▇▇▇▇▇▇▇ Properties”), which are all of the real estate properties owned or leased by them, in each case (except for the Permitted Title Exceptions (as defined herein)) free and clear of liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title (“Encumbrances”). Schedule 2.2 to the ▇▇▇▇▇▇▇ Disclosure Letter further identifies which of the ▇▇▇▇▇▇▇ Properties are owned in fee simple by ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS and which of the ▇▇▇▇▇▇▇ Properties are subject to a ground lease. Except as set forth in Schedule 2.2 to the ▇▇▇▇▇▇▇ Disclosure Letter, no other Person has any ownership interest in any of the ▇▇▇▇▇▇▇ Properties and any such ownership interest so scheduled does not materially interfere with the present use of, any of the ▇▇▇▇▇▇▇ Properties subject thereto or affected thereby. Except as set forth in Schedule 2.9(a) to the ▇▇▇▇▇▇▇ Disclosure Letter, none of the ▇▇▇▇▇▇▇ Properties is subject to any restriction on the sale or other disposition thereof or on the financing or release of financing thereon. The ▇▇▇▇▇▇▇ Properties are not subject to any rights of way, agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively, “Property Restrictions”) or Encumbrances, except for the following (collectively, the “Permitted Title Exceptions”) (i) Property Restrictions and Encumbrances set forth in the ▇▇▇▇▇▇▇ Disclosure Letter, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, which do not materially adversely affect the current use of any ▇▇▇▇▇▇▇ Property, (iii) Property Restrictions and Encumbrances disclosed on existing title reports or policies or existing surveys or subsequently granted by ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS, which Property Restrictions and Encumbrances, in any event, do not materially interfere with the present use of any of the ▇▇▇▇▇▇▇ Properties subject thereto or affected thereby and (iv) liens for real estate taxes not yet due and payable, mechanics’, carriers’, workmen’s, repairmen’s liens and other Encumbrances and Property Restrictions, if any, which, individually or in the aggregate, do not materially detract from the value of or materially interfere with the present use of any of the ▇▇▇▇▇▇▇ Properties subject thereto or affected thereby. Schedule 2.9(a) to the ▇▇▇▇▇▇▇ Disclosure Letter lists each of the ▇▇▇▇▇▇▇ Properties which are under development as of the date of this Agreement and describes the status of such development as of the date hereof.

      (b)  Except as provided in Schedule 2.2 or Schedule 2.9(b) to the ▇▇▇▇▇▇▇ Disclosure Letter, valid policies of title insurance (or fully paid and enforceable commitments therefor) have been issued insuring the applicable ▇▇▇▇▇▇▇ Subsidiary’s or ▇▇▇▇▇▇▇ TRS’s (as the case may be) fee simple title or leasehold estate, as the case may be, to the ▇▇▇▇▇▇▇ Properties owned by it in amounts approximately equal to the purchase price therefor paid by such ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS, subject only to the Permitted Title Exceptions and the matters disclosed in the ▇▇▇▇▇▇▇ Disclosure Letter. Such policies are, at the date hereof, in full force and effect. No material claim has been made against any such policy.

      (c)  Except as provided in Schedule 2.9(c) to the ▇▇▇▇▇▇▇ Disclosure Letter, ▇▇▇▇▇▇▇ has no Knowledge (i) that, any certificate, permit or license from any governmental authority having jurisdiction over any of the ▇▇▇▇▇▇▇ Properties or any agreement, easement or other right which is necessary to permit the lawful use and operation of the buildings and improvements on any of the ▇▇▇▇▇▇▇ Properties or which is necessary to permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the ▇▇▇▇▇▇▇ Properties has not been obtained and is not in full force and effect, or of any pending threat of modification or cancellation of any of the same, the absence of which would reasonably be expected to have a material adverse effect on such ▇▇▇▇▇▇▇ Property, (ii) of any written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement affecting any of the ▇▇▇▇▇▇▇ Properties issued by any governmental authority which would reasonably be expected to have a material adverse effect on such ▇▇▇▇▇▇▇ Property, (iii) of any structural defects relating to any ▇▇▇▇▇▇▇ Property which would reasonably be expected to have a material adverse effect on such ▇▇▇▇▇▇▇ Property, (iv) of any ▇▇▇▇▇▇▇ Property whose

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      (d)  Except as set forth in Schedule 2.9(d) to the ▇▇▇▇▇▇▇ Disclosure Letter, none of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS has received any written or published notice to the effect that (i) any condemnation or involuntary rezoning proceedings are pending or threatened with respect to any of the ▇▇▇▇▇▇▇ Properties or (ii) any zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the ▇▇▇▇▇▇▇ Properties or by the continued maintenance, operation or use of the parking areas which would reasonably be expected to have a material adverse effect on such ▇▇▇▇▇▇▇ Property. Except as set forth in Schedule 2.9(d) to the ▇▇▇▇▇▇▇ Disclosure Letter, (i) all work required to be performed, payments required to be made and actions required to be taken prior to the date hereof pursuant to any agreement entered into with a governmental body or authority in connection with a site approval, zoning reclassification or other similar action relating to any ▇▇▇▇▇▇▇ Properties (e.g., Local Improvement District, Road Improvement District, Environmental Mitigation (as defined herein)) have been performed, paid or taken, as the case may be, and (ii) ▇▇▇▇▇▇▇ has no Knowledge of any planned or proposed work, payments or actions that may be required after the date hereof pursuant to such agreements, in each of case (i) and (ii) except as set forth in development or operating budgets for such ▇▇▇▇▇▇▇ Properties delivered to Equity Office and EOP Partnership prior to the date hereof and other than those which would not reasonably be expected to have a ▇▇▇▇▇▇▇ Material Adverse Effect. As used in this Agreement, “Environmental Mitigation” means investigation, clean-up, removal action, remedial action, restoration, repair, response action, corrective action, monitoring, sampling and analysis, installation, reclamation, closure or post-closure in response to any actual or suspected environmental condition or Hazardous Materials.

      (e)  The rent rolls previously provided by ▇▇▇▇▇▇▇ to Equity Office (the “▇▇▇▇▇▇▇ Rent Roll”) list each ▇▇▇▇▇▇▇ Space Lease (as defined herein) in effect as of the dates set forth therein, none of which are earlier than December 31, 2000, and, except for omissions or discrepancies that, either individually or in the aggregate, would not reasonably be expected to have a ▇▇▇▇▇▇▇ Material Adverse Effect, all information set forth in the ▇▇▇▇▇▇▇ Rent Roll is true, correct and complete as of the date thereof. “▇▇▇▇▇▇▇ Space Lease” means each lease or other right of occupancy affecting or relating to a property in which ▇▇▇▇▇▇▇ Partnership (or an entity in which it directly or indirectly has an interest) is the landlord, either pursuant to the terms of the lease agreement or as successor to any prior landlord, but excluding any ground lease. ▇▇▇▇▇▇▇ has made available to Equity Office true, correct and complete copies of all ▇▇▇▇▇▇▇ Space Leases, including all amendments, modifications, supplements, renewals, extensions and guarantees related thereto, as of the date hereof. Except as set forth in a delinquency report made available to Equity Office, none of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS, on the one hand, nor, to the knowledge of ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Partnership, any other party, on the other hand, is in monetary default under any ▇▇▇▇▇▇▇ Space Lease, except for such defaults that would not reasonably be expected to have a ▇▇▇▇▇▇▇ Material Adverse Effect.

      (f) Schedule 2.9(f) contains a true and complete list, by type of insurance, carrier, coverages (including limits) and term, of all material policies of casualty, liability and other types of insurance (except title insurance) carried by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Subsidiary. All such policies are in full force and effect and neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Subsidiary has received from any insurance company notice of any material defects or deficiencies affecting the insurability of ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Subsidiary or any of their respective assets thereunder.

      2.10  Environmental Matters.

      (a)  “Environmental Law” shall mean all applicable Laws, including any plans, other criteria, or guidelines promulgated pursuant to such Laws, relating to noise control, or the protection of human health, safety and natural resources, animal health or welfare or the environment, including, without limitation, Laws relating to the use, manufacturing, production, generation, installation, recycling, reuse, sale, storage, handling, transport, treatment, release, threatened release or disposal of any Hazardous Materials (including

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      (b) Except as disclosed in the ▇▇▇▇▇▇▇ SEC Documents,

      (c)  ▇▇▇▇▇▇▇ has previously delivered or made available to Equity Office complete copies of all material information, documents and reports, including, without limitation, environmental investigations and testing or analysis that are in the possession or control of any of ▇▇▇▇▇▇▇, the ▇▇▇▇▇▇▇ Subsidiaries and ▇▇▇▇▇▇▇ TRS and which relate to compliance with Environmental Laws by any of them or to the past or current environmental condition of the ▇▇▇▇▇▇▇ Properties.

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      2.11  Related Party Transactions. Set forth in Schedule 2.11 to the ▇▇▇▇▇▇▇ Disclosure Letter is a list of all material arrangements, agreements and contracts entered into by ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary and ▇▇▇▇▇▇▇ TRS which are in effect and which are with (a) any investment banker or financial advisor, in each case, relating to any obligation to make, or which could result in the making of, any payment (except pursuant to indemnification obligations), (b) any Person who is an officer, director or Affiliate (as defined herein) of ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS, any relative of any of the foregoing or any entity of which any of the foregoing is an Affiliate or (c) any Person who acquired ▇▇▇▇▇▇▇ Common Stock, ▇▇▇▇▇▇▇ OP Units or any series of ▇▇▇▇▇▇▇ Preferred OP Units or ▇▇▇▇▇▇▇ Preferred Stock in a private placement. Such documents, copies of all of which have previously been delivered or made available to Equity Office, are listed in Schedule 2.11 to the ▇▇▇▇▇▇▇ Disclosure Letter. As used in this Agreement, the term “Affiliate” shall have the same meaning as such term is defined in Rule 405 promulgated under the Securities Act.

      2.12  Employee Benefits. As used herein, the term “Employee Plan” includes any pension, retirement, savings, disability, medical, dental, health, life, death benefit, group insurance, profit sharing, deferred compensation, stock option, bonus, incentive, vacation pay, tuition reimbursement, severance pay, or other employee benefit plan, trust, agreement, contract, agreement, policy or commitment (including, without limitation, any pension plan, as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”) (“Pension Plan”), and any welfare plan as defined in Section 3(1) of ERISA (“Welfare Plan”)), whether any of the foregoing is funded, insured or self-funded, written or oral, (i) sponsored or maintained by ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS (each, a “Controlled Group Member”) and covering any Controlled Group Member’s active or former employees (or their beneficiaries), (ii) to which any Controlled Group Member is a party or by which any Controlled Group Member (or any of the rights, properties or assets thereof) is bound or (iii) with respect to which any current Controlled Group Member may otherwise have any material liability (whether or not such Controlled Group Member still maintains such Employee Plan). Each Employee Plan is listed on Schedule 2.12 to the ▇▇▇▇▇▇▇ Disclosure Letter. Except as disclosed in Schedule 2.12 to the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to the Employee Plans:

      (a)  No Controlled Group Member has any continuing liability under any Welfare Plan which provides for continuing benefits or coverage for any participant or any beneficiary of a participant after such participant’s termination of employment, except as may be required by Section 4980B of the Code or Section 601 (et seq.) of ERISA, or under any applicable state law, and at the expense of the participant or the beneficiary of the participant.

      (b)  Each Employee Plan complies in all material respects with the applicable requirements of ERISA and any other applicable law governing such Employee Plan, and, to the Knowledge of ▇▇▇▇▇▇▇, each Employee Plan has at all times been properly administered in all material respects in accordance with all such requirements of law, and in accordance with its terms and the terms of any applicable collective bargaining agreement to the extent consistent with all such requirements of law. Each Pension Plan which is intended to be qualified is qualified under Section 401(a) of the Code, has received a favorable determination letter from the IRS stating that such Plan meets the requirements of Section 401(a) of the Code and that the trust associated with such Plan is tax-exempt under Section 501(a) of the Code and, to the Knowledge of ▇▇▇▇▇▇▇, no event has occurred which would jeopardize the qualified status of any such plan or the tax exempt status of any such trust under Sections 401(a) and Section 501(a) of the Code, respectively. No lawsuits, claims (other than routine claims for benefits) or formal complaints to, or by, any Person or governmental entity have been filed, are pending or, to the Knowledge of ▇▇▇▇▇▇▇, threatened with respect to any Employee Plan and, to the Knowledge of ▇▇▇▇▇▇▇, there is no fact or contemplated event which would reasonably be expected to give rise to any such lawsuit, claim (other than routine claims for benefits) or complaint with respect to any Pension Plan. Without limiting the foregoing, the following are true with respect to each Employee Plan:

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      (c)  With respect to each Employee Plan, to the Knowledge of ▇▇▇▇▇▇▇, there has not occurred, and no Person is contractually bound to enter into, any “prohibited transaction” within the meaning of Section 4975(c) of the Code or Section 406 of ERISA, which transaction is not exempt under Section 4975(d) of the Code or Section 408 of ERISA and which could subject ▇▇▇▇▇▇▇ or any Controlled Group Member to material liability.

      (d)  No Controlled Group Member has maintained or been obligated to contribute to any Employee Plan subject to Code Section 412 or Title IV of ERISA. No Employee Plan subject to Code Section 412 or Title IV of ERISA has been terminated.

      (e)  With respect to each Pension Plan maintained by any Controlled Group Member, such Plan provides the Plan Sponsor the authority to amend or terminate the Plan at any time, subject to applicable requirements of ERISA and the Code.

      2.13  Employee Policies. The employee handbooks of ▇▇▇▇▇▇▇, the ▇▇▇▇▇▇▇ Subsidiaries and ▇▇▇▇▇▇▇ TRS currently in effect have been delivered to Equity Office and fairly and accurately summarize in all material respects all material employee policies, vacation policies and payroll policies.

      2.14  Taxes.

      (a)  Each of ▇▇▇▇▇▇▇, the ▇▇▇▇▇▇▇ Subsidiaries and ▇▇▇▇▇▇▇ TRS (A) has filed all Tax returns and reports required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so) and all such returns and reports are accurate and complete in all material respects, (B) has paid (or ▇▇▇▇▇▇▇ has paid on its behalf) all Taxes (as defined herein) shown on such returns and reports as required to be paid by it, and (C) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns and reports or failure to pay such Taxes or failure to comply with such withholding requirements would not reasonably be expected to have a ▇▇▇▇▇▇▇ Material Adverse Effect. The most recent audited financial statements contained in the ▇▇▇▇▇▇▇ SEC Documents reflect an adequate reserve for all material Taxes payable by ▇▇▇▇▇▇▇, the ▇▇▇▇▇▇▇ Subsidiaries and ▇▇▇▇▇▇▇ TRS for all taxable periods and portions thereof through the date of such financial statements. Since the ▇▇▇▇▇▇▇ Financial Statement Date, ▇▇▇▇▇▇▇ has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and none of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentences will be imposed upon ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary, or ▇▇▇▇▇▇▇ TRS. None of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS is

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      (b)  ▇▇▇▇▇▇▇ (i) for all taxable years for which the Internal Revenue Service could assert a tax liability, has been subject to taxation as a real estate investment trust (a “REIT”) within the meaning of Section 856 of the Code and has satisfied all requirements to qualify as a REIT for all such years, (ii) has operated since December 31, 2000 to the date of this representation, and intends to continue to operate, in such a manner as to qualify as a REIT for the taxable year ending on the earlier of December 31, 2001 or the Closing Date and, if later, for the taxable year of ▇▇▇▇▇▇▇ ending on the Closing Date, and (iii) has not taken or omitted to take any action which would reasonably be expected to result in a challenge to its status as a REIT and, to ▇▇▇▇▇▇▇’▇ Knowledge, no such challenge is pending or threatened. Each ▇▇▇▇▇▇▇ Subsidiary which is a partnership, joint venture or limited liability company (i) has been since its formation and continues to be treated for federal income tax purposes as a partnership or as an entity that is disregarded for federal income tax purposes and not as a corporation or an association taxable as a corporation and (ii) has not since the later of its formation or the acquisition by ▇▇▇▇▇▇▇ of a direct or indirect interest therein, owned any assets (including, without limitation, securities) that would cause ▇▇▇▇▇▇▇ to violate Section 856(c)(4) of the Code. ▇▇▇▇▇▇▇ Partnership is not a publicly traded partnership within the meaning of Section 7704(b) of the Code that is taxable as a corporation pursuant to Section 7704(a) of the Code. Each ▇▇▇▇▇▇▇ Subsidiary which is a corporation has been since its formation a qualified REIT subsidiary under Section 856(i) of the Code. Neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Subsidiary holds any asset (x) the disposition of which would be subject to rules similar to Section 1374 of the Code as a result of an election under IRS Notice 88-19 or Temporary Treas. Reg. §1.337(d)-5T or (y) which is subject to a consent filed pursuant to Section 341(f) of the Code and the regulations thereunder.

      (c)  To ▇▇▇▇▇▇▇’▇ knowledge, as of the date hereof, ▇▇▇▇▇▇▇ is a “domestically-controlled” REIT within the meaning of Section 897(h) of the Code.

      2.15  No Payments to Employees, Officers or Directors. Schedule 2.15 to the ▇▇▇▇▇▇▇ Disclosure Letter contains a true and complete list of all arrangements, agreements or plans pursuant to which cash and non-cash payments which will become payable to each employee, officer or director of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS as a result of the Merger or a termination of service subsequent to the consummation of the Merger. Except as described in Schedule 2.15 to the ▇▇▇▇▇▇▇ Disclosure Letter, or as otherwise provided for in this Agreement, there is no employment or severance contract, or other agreement requiring payments, cancellation of indebtedness or other obligation to be made on a change of control or otherwise as a result of the consummation of any of the transactions contemplated by this Agreement or as a result of a termination of service subsequent to the consummation of any of the transactions contemplated by this Agreement, with respect to any employee, officer or director of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS. Except as described in Schedule 2.15 of the ▇▇▇▇▇▇▇ Disclosure Letter, there is no agreement or arrangement with any employee, officer or other service provider under which ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or any ▇▇▇▇▇▇▇ TRS has agreed to pay any tax that might be owed under Section 4999 of the Code with respect to payments to such individuals.

      2.16  Broker; Schedule of Fees and Expenses. No broker, investment banker, financial advisor or other Person, other than ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. the fees and expenses of which are described in the engagement

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      2.17  Compliance with Laws. None of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS has violated or failed to comply with any statute, law, ordinance, regulation, rule, judgment, decree or order of any Governmental Entity applicable to its business, properties or operations, except in each case to the extent that such violation or failure would not reasonably be expected to have a ▇▇▇▇▇▇▇ Material Adverse Effect.

      2.18  Contracts; Debt Instruments.

      (a)  None of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS has received a written notice that it is in violation of or in default under (nor to the Knowledge of ▇▇▇▇▇▇▇ does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound, nor to the Knowledge of ▇▇▇▇▇▇▇ does such a violation or default exist, except in each case to the extent that such violation or default, individually or in the aggregate, would not reasonably be expected to have a ▇▇▇▇▇▇▇ Material Adverse Effect.

      (b)  Except for any of the following expressly identified in the ▇▇▇▇▇▇▇ SEC Documents, Schedule 2.18(b) to the ▇▇▇▇▇▇▇ Disclosure Letter sets forth a list of each material loan or credit agreement, note, bond, mortgage, indenture and any other agreement or instrument pursuant to which any Indebtedness (as defined herein) of ▇▇▇▇▇▇▇, the ▇▇▇▇▇▇▇ Subsidiaries and ▇▇▇▇▇▇▇ TRS, other than Indebtedness payable to ▇▇▇▇▇▇▇, a ▇▇▇▇▇▇▇ Subsidiary or the ▇▇▇▇▇▇▇ TRS, is outstanding or may be incurred. For purposes of this Section 2.18, “Indebtedness” shall mean (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to property purchased by such Person, (iii) capitalized lease obligations, (iv) obligations under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof) and (v) guarantees of any such indebtedness of any other Person.

      (c)  To the extent not set forth in response to the requirements of Section 2.18(b), Schedule 2.18(c) to the ▇▇▇▇▇▇▇ Disclosure Letter sets forth each interest rate cap, interest rate collar, interest rate swap, currency hedging transaction, and any other agreement relating to a similar transaction to which ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS is a party or an obligor with respect thereto.

      (d)  Except as set forth in Schedule 2.18(d) of the ▇▇▇▇▇▇▇ Disclosure Letter, none of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS is a party to any agreement which would restrict any of them from prepaying any of their Indebtedness without penalty or premium at any time or which requires any of them to maintain any amount of Indebtedness with respect to any of the ▇▇▇▇▇▇▇ Properties.

      (e)  None of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS is a party to any agreement relating to the management of any ▇▇▇▇▇▇▇ Property by any Person other than ▇▇▇▇▇▇▇, a ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS.

      (f)  None of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS is a party to any agreement pursuant to which ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS manages or provides services with respect to any real properties other than ▇▇▇▇▇▇▇ Properties, except for the agreements listed in Schedule 2.18(f) to the ▇▇▇▇▇▇▇ Disclosure Letter.

      (g)  ▇▇▇▇▇▇▇ has delivered to Equity Office prior to the date of this Agreement a true and complete capital budget for the year 2001 relating to budgeted capital improvements and development. Schedule 2.18(g) to the ▇▇▇▇▇▇▇ Disclosure Letter lists all material agreements entered into by ▇▇▇▇▇▇▇, each of the ▇▇▇▇▇▇▇ Subsidiaries and ▇▇▇▇▇▇▇ TRS relating to the development or construction of, or additions or expansions to, any ▇▇▇▇▇▇▇ Real Properties (or any properties with respect to which ▇▇▇▇▇▇▇ has executed as of the date of this Agreement a purchase agreement or other similar agreement) which are currently in effect and under which ▇▇▇▇▇▇▇ or any of the ▇▇▇▇▇▇▇ Subsidiaries or ▇▇▇▇▇▇▇ TRS currently has, or expects to incur,

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      (h)  Schedule 2.18(h) to the ▇▇▇▇▇▇▇ Disclosure Letter lists all agreements entered into by ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS providing for the sale of, or option to sell, any ▇▇▇▇▇▇▇ Properties or the purchase of, or option to purchase, by ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS, on the one hand, or the other party thereto, on the other hand, any real estate not yet consummated as of the date hereof.

      (i)  Except as set forth in Schedule 2.18(i) to the ▇▇▇▇▇▇▇ Disclosure Letter, none of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS has any material continuing contractual liability (A) for indemnification or otherwise under any agreement relating to the sale of real estate previously owned, whether directly or indirectly, by ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS or (B) to pay any additional purchase price for any of the ▇▇▇▇▇▇▇ Properties.

      (j)  Except as set forth in Schedule 2.18(j) to the ▇▇▇▇▇▇▇ Disclosure Letter, none of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS has entered into or is subject, directly or indirectly, to any “Tax Protection Agreements.” As used herein, a Tax Protection Agreement is an agreement, oral or written, (A) that has as one of its purposes to permit a Person to take the position that such Person could defer federal taxable income that otherwise might have been recognized upon a transfer of property to the ▇▇▇▇▇▇▇ Partnership or any other ▇▇▇▇▇▇▇ Subsidiary that is treated as a partnership for federal income tax purposes, and that (i) prohibits or restricts in any manner the disposition of any assets of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS, (ii) requires that ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS maintain, put in place, or replace, indebtedness, whether or not secured by one or more of the ▇▇▇▇▇▇▇ Properties, or (iii) requires that ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS offer to any Person at any time the opportunity to guarantee or otherwise assume, directly or indirectly (including, without limitation, through a “deficit restoration obligation,” guarantee (including, without limitation, a “bottom” guarantee), indemnification agreement or other similar arrangement), the risk of loss for federal income tax purposes for indebtedness or other liabilities of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS, (B) that specifies or relates to a method of taking into account book-tax disparities under Section 704(c) of the Code with respect to one or more assets of ▇▇▇▇▇▇▇ or a ▇▇▇▇▇▇▇ Subsidiary, or (C) that requires a particular method for allocating one or more liabilities of ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Subsidiary under Section 752 of the Code. None of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS is in violation of or in default under any Tax Protection Agreement.

      2.19  Opinion of Financial Advisor. ▇▇▇▇▇▇▇ has received the written opinion of ▇▇▇▇▇▇▇, Sachs & Co., ▇▇▇▇▇▇▇’▇ financial advisor, to the effect that the proposed consideration to be received by the holders of ▇▇▇▇▇▇▇ Common Stock pursuant to the Merger is fair to such holders from a financial point of view.

      2.20  State Takeover Statutes. ▇▇▇▇▇▇▇ has taken all action necessary to exempt the transactions contemplated by this Agreement between Equity Office and ▇▇▇▇▇▇▇ and its Affiliates from the operation of any “fair price,” “moratorium,” “control share acquisition” or any other anti-takeover statute or similar statute enacted under the laws of the state or federal laws of the United States or similar statute or regulation (a “Takeover Statute”).

      2.21  Stockholder Rights Plan. The Board of Directors of ▇▇▇▇▇▇▇ has resolved to, and ▇▇▇▇▇▇▇ promptly after execution of this Agreement shall, take all action necessary to render the rights (the “▇▇▇▇▇▇▇ Rights”) issued pursuant to the terms of that certain Stockholder Protection Rights Agreement, dated as of September 10, 1998, between ▇▇▇▇▇▇▇ and The Bank of New York, as rights agent (the “▇▇▇▇▇▇▇ Rights Agreement”), inapplicable to the Mergers, this Agreement, and the other transactions contemplated hereby.

      2.22  Investment Company Act of 1940. None of ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇ TRS is, or at the Effective Time will be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

      2.23  Definition of “Knowledge of ▇▇▇▇▇▇▇”. As used in this Agreement, the phrase “Knowledge of ▇▇▇▇▇▇▇” (or words of similar import) means the actual knowledge of those individuals identified in Schedule 2.23 to the ▇▇▇▇▇▇▇ Disclosure Letter.

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      2.24  Required Stockholder Approvals and Partner Approvals. The affirmative vote of the holders of at least a majority of the ▇▇▇▇▇▇▇ Common Stock and the ▇▇▇▇▇▇▇ Series A Preferred Stock outstanding and entitled to vote and voting together as a single class are the only votes of the holders of any class or series of ▇▇▇▇▇▇▇ capital stock necessary or required under this Agreement or under applicable law to approve the Merger and this Agreement. The approval of ▇▇▇▇▇▇▇ and the affirmative vote of at least a majority of each class of ▇▇▇▇▇▇▇ limited partner interests, voting in accordance with the ▇▇▇▇▇▇▇ Partnership Agreement, and the affirmative vote of the outstanding ▇▇▇▇▇▇▇ Series D Preferred OP Units, as set forth in Schedule 2.24 to the ▇▇▇▇▇▇▇ Disclosure Letter, are the only vote of the holders of any class or series of ▇▇▇▇▇▇▇ Partnership’s partnership interests necessary or required under this Agreement or under applicable law to approve this Agreement, the Merger, the withdrawal of ▇▇▇▇▇▇▇ as general partner and the Partnership Merger (including, without limitation, termination of the ▇▇▇▇▇▇▇ Partnership Agreement).

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF EQUITY OFFICE AND

      Except as specifically set forth in the Equity Office SEC Documents (as defined herein) or in the schedule delivered to ▇▇▇▇▇▇▇ prior to the execution hereof and identified by the President or an Executive Vice President of Equity Office as the disclosure letter to this Agreement (the “Equity Office Disclosure Letter”), Equity Office and EOP Partnership represent and warrant to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Partnership as follows:

      3.1  Organization, Standing and Power of Equity Office. Equity Office is a real estate investment trust duly organized, validly existing and in good standing under the laws of Maryland. Equity Office has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now being conducted. Equity Office is duly qualified or licensed to do business as a foreign trust and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, would not reasonably be expected to have an Equity Office Material Adverse Effect (as defined herein). As used in this Agreement, an “Equity Office Material Adverse Effect” means any circumstance, event, occurrence, change or effect that is materially adverse to the business, properties, assets (tangible or intangible), financial condition or results of operations of Equity Office, EOP Partnership and the Subsidiaries of Equity Office (collectively, “Equity Office Subsidiaries”), taken as a whole, except, in each case, as a result of (i) changes in general economic conditions nationally or regionally, (ii) changes affecting the real estate industry generally which do not affect Equity Office or EOP Partnership, as the case may be, materially disproportionately relative to other participants in the real estate industry similarly situated, or (iii) in and of itself and without the occurrence of any other Equity Office Material Adverse Effect, changes in the trading prices of Equity Office Common Shares or any series of Equity Office Preferred Shares. Equity Office has delivered to ▇▇▇▇▇▇▇ complete and correct copies of the Equity Office Declaration of Trust and the Equity Office Bylaws, as amended or supplemented to the date of this Agreement.

      3.2  Equity Office Subsidiaries.

      (a)  Schedule 3.2(a) to the Equity Office Disclosure Letter sets forth (i) each Equity Office Subsidiary and each entity in which Equity Office or EOP Partnership holds non-voting equity securities (but no voting equity securities) (collectively, the “Equity Office Non-controlled Subsidiaries”), (ii) the ownership interest therein of Equity Office, (iii) if not directly or indirectly wholly owned by Equity Office, the identity and ownership interest of each of the other owners of such Equity Office Subsidiary, (iv) each office property and other commercial property owned by such Equity Office Subsidiary, and (v) if not wholly owned by such Equity Office Subsidiary, the identity and ownership interest of each of the other owners of such property.

      (b)  Except as set forth in Schedule 3.2(b) to the Equity Office Disclosure Letter, (i) all the outstanding shares of capital stock owned by Equity Office, an Equity Office Subsidiary or Equity Office TRS of each

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      3.3  Capital Structure.

      (a)  The authorized shares of beneficial interest of Equity Office consist of 750,000,000 Equity Office Common Shares, 307,728,060 of which were issued and outstanding as of January 31, 2001, and 100,000,000 preferred shares of beneficial interest, 8,000,000 of which are designated as 8.98% Series A Cumulative Redeemable Preferred Shares (“Equity Office Series A Preferred Shares”), 7,000,000 of which are designated as 5.25% Series B Convertible, Cumulative Preferred Shares (“Equity Office Series B Preferred Shares”) and 4,600,000 of which are designated as 8?% Series C Cumulative Redeemable Preferred Shares (“Equity Office Series C Preferred Shares,” and, together with the Equity Office Series A Preferred Shares and the Equity Office Series B Preferred Shares, the “Equity Office Existing Preferred Shares”). As of January 31, 2001, 7,994,000 Equity Office Series A Preferred Shares were issued and outstanding, 6,000,000 Equity Office Series B Preferred Shares were issued and outstanding and 4,562,900 Equity Office Series C Preferred Shares were issued and outstanding.

      (b)  Set forth in Schedule 3.3(b) to the Equity Office Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Equity Office’s shares of beneficial interest granted under the Employee Share Option and Restricted Share Plan or any other formal or informal arrangement (collectively, the “Equity Office Options”); and (ii) except for the Equity Office Series B Preferred Shares and the Senior Exchangeable Notes due November 15, 2008 of EOP Partnership (the “Equity Office Exchangeable Notes”), all other warrants or other rights to acquire Equity Office’s shares of beneficial interest, all share appreciation rights, phantom shares, dividend equivalents, performance units and performance shares which are outstanding on the date of this Agreement. Schedule 3.3(b) to the Equity Office Disclosure Letter sets forth the Equity Office Options granted to Equity Office’s Chief Executive Officer and four other most highly compensated officers, the date of each grant, the status of each Equity Office Option as qualified or nonqualified under Section 422 of the Code, the number of Equity Office Common Shares subject to each Equity Office Option, the number and type of Equity Office’s Common Shares subject to Equity Office Options that are currently exercisable, the exercise price per share, and the number and type of such shares subject to share appreciation rights. On the date of this Agreement, except as set forth in this Section 3.3 or excepted therefrom or as set forth in Schedule 3.3(b) or 3.3(d) to the Equity Office Disclosure Letter, no shares of beneficial interest of Equity Office were outstanding or reserved for issuance (except for Equity Office Common Shares reserved for issuance upon redemption of Equity Office OP Units and upon exchange of the Equity Office Exchangeable Notes).

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      (c)  All outstanding shares of beneficial interest of Equity Office are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive or similar rights under law or the Equity Office Declaration of Trust or Equity Office Bylaws, or any contract or instrument to which Equity Office is a party or by which it is bound. Except for the Equity Office Exchangeable Notes, there are no bonds, debentures, notes or other indebtedness of Equity Office having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Equity Office may vote.

      (d)  Except (i) as set forth in this Section 3.3 or in Schedule 3.3(b) or 3.3(d) to the Equity Office Disclosure Letter, (ii) Equity Office Common Shares issuable, and reserved for issuance, upon conversion of the Equity Office Series B Preferred Shares, (iii) 9,558,824 Equity Office Common Shares issuable, and reserved for issuance, upon exchange of the Equity Office Exchangeable Notes and (iv) Equity Office OP Units, which may be redeemed for Equity Office Common Shares, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Equity Office or any Equity Office Subsidiary is a party or by which such entity is bound, obligating Equity Office or any Equity Office Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Equity Office or any Equity Office Subsidiary or obligating Equity Office or any Equity Office Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Equity Office or an Equity Office Subsidiary).

      (e)  As of January 31, 2001, 349,245,178 Equity Office OP Units, 7,994,000 8.98% Series A Cumulative Redeemable Preferred Units (“Equity Office Series A Preferred OP Units”), 6,000,000 5.25% Series B Convertible, Cumulative Preferred Units (“Equity Office Series B Preferred OP Units”) and 4,562,900 8 5/8% Series C Cumulative Redeemable Preferred Units (“Equity Office Series C Preferred OP Units,” and, together with the Equity Office Series A Preferred OP Units and the Equity Office Series B Preferred OP Units, the “Equity Office Existing Preferred OP Units”) are validly issued and outstanding, fully paid and nonassessable and not subject to preemptive or similar rights under law or the EOP Partnership Agreement, or any contract or instrument to which Equity Office or EOP Partnership is a party or by which either is bound, of which 307,728,060 Equity Office OP Units and all of the Equity Office Existing Preferred OP Units are owned by Equity Office and Equity Office Subsidiaries. Schedule 3.3(e) to the Equity Office Disclosure Letter sets forth the name of each holder of Equity Office OP Units and the number of Equity Office OP Units owned by each such holder as of January 31, 2001. Except as set forth in the EOP Partnership Agreement or as contemplated by this Agreement, the Equity Office OP Units and Equity Office Existing Preferred OP Units are not subject to any restrictions imposed by EOP Partnership on the transfer, assignment, pledge, distribution, encumbrance or other disposition thereof (either voluntarily or involuntarily and with or without consideration) or on the exercise of the voting rights thereof provided in the EOP Partnership Agreement. Except as set forth in this Section 3.3 or in Schedule 3.3(d) to the Equity Office Disclosure Letter, EOP Partnership has not issued or granted and is not a party to any outstanding commitments of any kind relating to, or any presently effective agreements or understandings with respect to, interests in EOP Partnership, whether issued or unissued, or securities convertible or exchangeable into interests in EOP Partnership.

      (f)  All dividends on Equity Office Common Shares and Equity Office Existing Preferred Shares and all distributions on Equity Office OP Units and Equity Office Existing Preferred OP Units, which have been declared prior to the date of this Agreement have been paid in full, except that (i) the dividends payable on Equity Office Common Shares (along with the corresponding distributions payable on Equity Office OP Units) which were declared on February 13, 2001 and are payable on April 16, 2001 have not yet been paid, (ii) the dividends payable on Equity Office Series A Preferred Shares (along with the corresponding distributions payable on Equity Office Series A Preferred OP Units) which were declared on November 1, 2000 and are payable on March 15, 2001 have not yet been paid, and (iii) the dividends payable on Equity Office Series C Preferred Shares (along with the corresponding distributions payable on Equity Office Series C Preferred OP Units) which were declared on November 1, 2000 and are payable on March 15, 2001 have not yet been paid.

      (g)  The Equity Office Common Shares and the Equity Office Preferred Shares to be issued by Equity Office, and the Equity Office OP Units to be issued by the EOP Partnership, pursuant to this Agreement have

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      3.4  Other Interests. Except for interests in the Equity Office Subsidiaries, Equity Office Non-Controlled Subsidiaries and certain other entities as set forth in Schedule 3.2(a), 3.2(b) or 3.4 to the Equity Office Disclosure Letter (the “Equity Office Other Interests”), neither Equity Office nor any of its Subsidiaries owns directly or indirectly any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity (other than investments in short-term investment securities). With respect to the Equity Office Other Interests, Equity Office, EOP Partnership, an Equity Office Subsidiary or an Equity Office Non-Controlled Subsidiary is a partner or shareholder in good standing, and owns such interests free and clear of all Liens. Neither Equity Office nor any of the Equity Office Subsidiaries is in material breach of any agreement, document or contract which is of a material nature governing its rights in or to the Equity Office Other Interests, all of which agreements, documents and contracts are (a) listed in Schedule 3.4 to the Equity Office Disclosure Letter (or disclosed in the Equity Office SEC Documents (as defined herein)), (b) unmodified except as described therein and (c) to the Knowledge of Equity Office (as defined herein), in full force and effect. To the Knowledge of Equity Office and except as set forth in Schedule 3.4 to the Equity Office Disclosure Letter, the other parties to any such agreement, document or contract which is of a material nature are not in breach of any of their respective obligations under such agreements, documents or contracts.

      3.5  Authority; Noncontravention; Consents.

      (a)  Equity Office has the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger and the Proposed Equity Office Charter Amendments (as defined herein) (the “Equity Office Shareholder Approvals” and, together with the ▇▇▇▇▇▇▇ Stockholder Approvals, the “Shareholder Approvals”), to consummate the transactions contemplated by this Agreement to which Equity Office is a party. The execution and delivery of this Agreement by Equity Office and the consummation by Equity Office of the transactions contemplated by this Agreement to which Equity Office is a party have been duly authorized by all necessary action on the part of Equity Office, except for and subject to the Equity Office Shareholder Approvals and the requisite approval, if any is required, of the partners of EOP Partnership. This Agreement has been duly executed and delivered by Equity Office and constitutes a valid and binding obligation of Equity Office, enforceable against Equity Office in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

      (b)  EOP Partnership has the requisite partnership power and, subject to the requisite partner approval of the Partnership Merger (if any), authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement to which EOP Partnership is a party. The execution and delivery of this Agreement by EOP Partnership and the consummation by EOP Partnership of the transactions contemplated by this Agreement to which EOP Partnership is a party have been duly authorized by all necessary action on the part of EOP Partnership, except for and subject to the Equity Office Partner Approvals. This Agreement has been duly executed and delivered by EOP Partnership and constitutes a valid and binding obligation of EOP Partnership, enforceable against EOP Partnership in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

      (c)  Except as set forth in Schedule 3.5(c)(1) to the Equity Office Disclosure Letter and subject to receipt of the Equity Office Shareholder Approvals and the Equity Office Partner Approvals, the execution and delivery of this Agreement by Equity Office and EOP Partnership do not, and the consummation of the transactions contemplated by this Agreement to which Equity Office or EOP Partnership is a party and compliance by Equity Office or EOP Partnership with the provisions of this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a

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      3.6  SEC Documents; Financial Statements; Undisclosed Liabilities. Equity Office and EOP Partnership have filed all reports, schedules, forms, statements and other documents required to be filed with the SEC since December 31, 1997 through the date hereof (the “Equity Office SEC Documents”). All of the Equity Office SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and, in each case, the rules and regulations promulgated thereunder applicable to such Equity Office SEC Documents. None of the Equity Office SEC Documents at the time of filing contained, nor will any report, schedule, form, statement or other document filed by Equity Office or EOP Partnership after the date hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Equity Office and the Equity Office Subsidiaries included in the Equity Office SEC Documents complied, or will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or will be prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, or will fairly present, in all material respects in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Equity Office and the Equity Office Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (except, in the case of unaudited statements, as permitted by Form 10-Q

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      3.7  Absence of Certain Changes or Events. Except as disclosed in the Equity Office SEC Documents or in Schedule 3.7 to the Equity Office Disclosure Letter, since December 31, 1999 (the “Equity Office Financial Statement Date”), Equity Office and the Equity Office Subsidiaries have conducted their business only in the ordinary course (taking into account prior practices, including the acquisition of properties and issuance of securities) and there has not been (a) any circumstance, event, occurrence, change or effect that has had an Equity Office Material Adverse Effect, nor has there been any circumstance, event, occurrence, change or effect that with the passage of time would reasonably be expected to result in an Equity Office Material Adverse Effect, (b) except for regular quarterly distributions not in excess of $0.45 per Equity Office Common Share or Equity Office OP Unit or the stated distribution rate for each Equity Office Existing Preferred Share or Equity Office Existing Preferred OP Unit, subject to changes pursuant to Section 5.10 and to any Corresponding Equity Office Dividends and Distributions paid pursuant to Section 1.13(d)(ii) and to rounding adjustments as necessary and with customary record and payment dates, any authorization, declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to Equity Office Common Shares, Equity Office OP Units, Equity Office Existing Preferred Shares or Equity Office Existing Preferred OP Units, (c) any split, combination or reclassification of any of Equity Office’s shares of beneficial interest, (d) any damage, destruction or loss, whether or not covered by insurance, that has had or would reasonably be expected to have an Equity Office Material Adverse Effect or (e) any change made prior to the date of this Agreement in accounting methods, principles or practices by Equity Office or any Equity Office Subsidiary materially affecting its assets, liabilities or business, except insofar as may have been disclosed in the Equity Office SEC Documents or required by a change in GAAP.

      3.8  Litigation. Except as disclosed in the Equity Office SEC Documents or in Schedule 3.8 to the Equity Office Disclosure Letter, and other than personal injury and other routine tort litigation arising from the ordinary course of operations of Equity Office and the Equity Office Subsidiaries (a) which are covered by insurance, subject to a reasonable deductible or retention limit or (b) for which all material costs and liabilities arising therefrom are reimbursable pursuant to common area maintenance or similar agreements, there is no suit, action or proceeding pending (in which service of process has been received by an employee of Equity Office or an Equity Office Subsidiary) or, to the Knowledge of Equity Office (as defined herein), threatened in writing against or affecting Equity Office or any Equity Office Subsidiary that, individually or in the aggregate, would reasonably be expected to (i) have an Equity Office Material Adverse Effect or (ii) prevent or materially impair the ability of Equity Office to perform any of its obligations hereunder or prevent or materially threaten or impair the consummation of any of the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Equity Office or any Equity Office Subsidiary having, or which, insofar as reasonably can be foreseen, in the future would have, any such effect.

      3.9  Properties.

      (a)  Except as set forth in Schedule 3.9(a) to the Equity Office Disclosure Letter, Equity Office or one of the Equity Office Subsidiaries owns fee simple title to each of the real properties listed in the Equity Office SEC Filings as owned by it (the “Equity Office Properties”), except where the failure to own such title would not have an Equity Office Material Adverse Effect.

      (b)  The Equity Office Properties are not subject to any Encumbrances or Property Restrictions which reasonably could be expected to cause an Equity Office Material Adverse Effect.

      (c)  Valid policies of title insurance (or fully paid and enforceable commitments therefor) have been issued insuring Equity Office’s or the applicable Equity Office Subsidiary’s fee simple title or leasehold estate, as the case may be, to the Equity Office Properties in amounts which are, except in the case of San ▇▇▇▇▇▇

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      (d)  Equity Office has no Knowledge (i) that it has failed to obtain a certificate, permit or license from any governmental authority having jurisdiction over any of the Equity Office Properties where such failure would reasonably be expected to have an Equity Office Material Adverse Effect or of any pending threat of modification or cancellation of any of the same which would reasonably be expected to have an Equity Office Material Adverse Effect, (ii) of any written notice of any violation of any federal, state or municipal law, ordinance, order, rule, regulation or requirement affecting any of the Equity Office Properties issued by any governmental authorities which would reasonably be expected to have an Equity Office Material Adverse Effect or (iii) of any structural defects relating to Equity Office Properties, Equity Office Properties whose building systems are not in working order, physical damage to any Equity Office Property for which there is not insurance in effect covering the cost of the restoration and the lost revenue (subject to a reasonable deduction or retention limit), except such structural defects, building systems not in working order and physical damage, which, in the aggregate, would not reasonably be expected to have an Equity Office Material Adverse Effect.

      (e)  Except as set forth in Schedule 3.9(e) to the Equity Office Disclosure Letter, neither Equity Office nor any of the Equity Office Subsidiaries has received any written or published notice to the effect that (i) any condemnation or involuntary rezoning proceedings are pending or threatened with respect to any of the Equity Office Properties or (ii) any zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Equity Office Properties or by the continued maintenance, operation or use of the parking areas, other than such notices which, in the aggregate, would not reasonably be expected to have an Equity Office Material Adverse Effect.

      (f)  Except as set forth in Schedule 3.9(f) to the Equity Office Disclosure Letter, (i) all work to be performed, payments to be made and actions to be taken by Equity Office or the Equity Office Subsidiaries prior to the date hereof pursuant to any agreement entered into with a governmental body or authority in connection with a site approval, zoning reclassification or similar action relating to any Equity Office Properties (e.g., Local Improvement District, Road Improvement District, Environmental Mitigation), have been performed, paid or taken, as the case may be, and (ii) Equity Office has no Knowledge of any planned or proposed work, payments or actions that may be required after the date hereof pursuant to such agreements, in each of cases (i) and (ii) except where the failure to do so would, in the aggregate, not reasonably be expected to have an Equity Office Material Adverse Effect.

      (g)  The rent roll previously provided by Equity Office to ▇▇▇▇▇▇▇ (the “Equity Office Rent Roll”) lists each Equity Office Space Lease (as defined herein) in effect as of the respective dates indicated in the Equity Office Rent Roll and, except for omissions or discrepancies that, either individually or in the aggregate, would not reasonably be expected to have an Equity Office Material Adverse Effect, all information set forth in the Equity Office Rent Roll is true, correct, and complete as of the date thereof. “Equity Office Space Lease” means each lease or other right of occupancy affecting or relating to a property in which EOP Partnership (or an entity in which it directly or indirectly has an interest) is the landlord, either pursuant to the terms of the lease agreement or as successor to any prior landlord, but excluding any ground lease. Equity Office has made available to ▇▇▇▇▇▇▇ true, correct and complete copies of all Equity Office Space Leases, including all amendments, modifications, supplements, renewals, extensions and guarantees related thereto, as of the date hereof. Except as set forth in a delinquency report made available to ▇▇▇▇▇▇▇, neither Equity Office nor any Equity Office Subsidiary, on the one hand, nor, to the Knowledge of Equity Office or EOP Partnership, any other party, on the other hand, is in monetary default under any Equity Office Space Lease, except for such defaults that would not reasonably be expected to have an Equity Office Material Adverse Effect.

      (h)  Schedule 3.9(h) contains a true and complete list, by type of insurance, carrier, coverages (including limits) and term, of all material policies of casualty, liability and other types of insurance (except title insurance) carried by Equity Office or any Equity Office Subsidiary. All such policies are in full force and

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      3.10  Environmental Matters.

      Except as disclosed in the Equity Office SEC Documents,

      (i)  none of Equity Office, any of the Equity Office Subsidiaries or, to Equity Office’s Knowledge, any other Person has caused or permitted the presence of any Hazardous Materials at, on or under any of the Equity Office Properties, such that the presence of such Hazardous Materials (including the presence of asbestos in any buildings or improvements at the Equity Office Properties) would, individually or in the aggregate, reasonably be expected to have an Equity Office Material Adverse Effect;

      (ii)  except in accordance with the Environmental Permits, there have been no Releases of Hazardous Materials at, on, under or from (A) the Equity Office Properties, or (B) any real property formerly owned, operated or leased by Equity Office or the Equity Office Subsidiaries during the period of such ownership, operation or tenancy, which would, individually or in the aggregate, reasonably be expected to have an Equity Office Material Adverse Effect;

      (iii)  (y) Equity Office and the Equity Office Subsidiaries have not failed to comply in any material respect with all Environmental Laws, and (z) neither Equity Office nor any of the Equity Office Subsidiaries has any liability under the Environmental Laws, except in each of cases (y) and (z) to the extent such failure to comply or any such liability, individually or in the aggregate, would not reasonably be expected to have an Equity Office Material Adverse Effect; and

      (iv)  Equity Office and the Equity Office Subsidiaries have been duly issued, and currently have and will maintain through the Closing Date, all Environmental Permits except where the failure to obtain and maintain such Environmental Permits would not, individually or in the aggregate, reasonably be expected to have an Equity Office Material Adverse Effect. Equity Office and the Equity Office Subsidiaries have timely filed applications for all Environmental Permits.

      3.11  Taxes.

      (a)  Each of Equity Office and the Equity Office Subsidiaries (i) has filed all Tax returns and reports required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and all such returns and reports are accurate and complete in all material respects, (ii) has paid (or Equity Office has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an Equity Office Material Adverse Effect. The most recent audited financial statements contained in the Equity Office SEC Documents reflect an adequate reserve for all material Taxes payable by Equity Office and the Equity Office Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the Equity Office Financial Statement Date, Equity Office has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither Equity Office nor any Equity Office Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon Equity Office or any Equity Office Subsidiary. Neither Equity Office nor any Equity Office Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to Equity Office’s Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of Equity Office or any Equity Office

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      (b)  Equity Office (i) for all taxable years commencing with 1997, which was the first year of its operations, through December 31, 2000, has been subject to taxation as a REIT within the meaning of Section 856 of the Code and has qualified as a REIT for all such years, (ii) has operated since December 31, 2000 to the date of this representation, and intends to continue to operate, in such a manner as to qualify as a REIT for the taxable year that includes the Closing Date and (iii) has not taken or omitted to take any action which would reasonably be expected to result in a challenge to its status as a REIT and, to Equity Office’s Knowledge, no such challenge is pending or threatened. Each Equity Office Subsidiary which is a partnership, joint venture or limited liability company either (A)(i) has been treated since its formation and continues to be treated for federal income tax purposes either as a partnership or as an entity that is disregarded for federal income tax purposes and not as a corporation or as an association taxable as a corporation and (ii) has not since the later of its formation or the acquisition by Equity Office of a direct or indirect interest therein, owned any assets (including, without limitation, securities) that would cause Equity Office to violate Section 856(c)(4) of the Code or (B)(i) met the conditions set forth in clause (A)(i) and (A)(ii) as of December 31, 2000 and (ii) as of March 31, 2001, will be treated for federal income tax purposes as a corporation and will qualify as a taxable REIT Subsidiary under Section 856(l) of the Code. EOP Partnership is not a publicly traded partnership within the meaning of Section 7704(b) of the Code that is taxable as a corporation pursuant to Section 7704(a) of the Code. Each Equity Office Subsidiary which is a corporation (1) has been since its formation a qualified REIT subsidiary under Section 856(i) of the Code or (2) as of March 31, 2001 will qualify as a taxable REIT subsidiary under Section 856(1) of the Code. Except as set forth in Schedule 3.11 to the Equity Office Disclosure Letter, neither Equity Office nor any Equity Office Subsidiary holds any asset (x) the disposition of which would be subject to rules similar to Section 1374 of the Code as a result of an election under IRS Notice 88-19 or Temporary Treas. Reg. §1.337(d)-5T or (y) which is subject to a consent filed pursuant to Section 341(f) of the Code and the regulations thereunder.

      (c)  To Equity Office’s knowledge, as of the date hereof, Equity Office is a “domestically-controlled REIT” within the meaning of Section 897(h)(4)(B) of the Code.

      3.12  Brokers; Schedule of Fees and Expenses. No broker, investment banker, financial advisor or other Person, other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, the fees and expenses of which will be paid by Equity Office and are described in the engagement letter dated February 16, 2001, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and Equity Office, a true, correct and complete copy of which has previously been given to ▇▇▇▇▇▇▇, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Equity Office or any Equity Office Subsidiary.

      3.13  Compliance with Laws. Neither Equity Office nor any of the Equity Office Subsidiaries has violated or failed to comply with any statute, law, ordinance, regulation, rule, judgment, decree or order of any Governmental Entity applicable to its business, properties or operations, except in each case to the extent that such violation or failure would not reasonably be expected to have an Equity Office Material Adverse Effect.

      3.14  Contracts; Debt Instruments. Neither Equity Office nor any Equity Office Subsidiary has received a written notice that Equity Office or any Equity Office Subsidiary is in violation of or in default under (nor to the Knowledge of Equity Office does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound, nor to the Knowledge of Equity Office does such a violation or default exist, except to the extent such violation or default, individually or in the aggregate, would not reasonably be expected to have an Equity Office Material Adverse Effect, except as set forth in the Equity Office SEC Documents or in Schedule 3.14 to the Equity Office Disclosure Letter.

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      3.15  Opinion of Financial Advisor. Equity Office has received the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, Equity Office’s financial advisor, to the effect that the consideration to be paid by Equity Office in connection with the Merger is fair, from a financial point of view, to Equity Office.

      3.16  State Takeover Statutes. Equity Office has taken all action necessary to exempt the transactions contemplated by this Agreement between Equity Office and ▇▇▇▇▇▇▇ and its Affiliates from the operation of Takeover Statutes.

      3.17  Investment Company Act of 1940. Neither Equity Office nor any of the Equity Office Subsidiaries is, or at the Effective Time will be, required to be registered under the ▇▇▇▇ ▇▇▇.

      3.18  Definition of “Knowledge of Equity Office”. As used in this Agreement, the phrase “Knowledge of Equity Office” (or words of similar import) means the actual knowledge of those individuals identified in Schedule 3.18 to the Equity Office Disclosure Letter.

      3.19  Required Shareholder Approvals and Partner Approvals. The affirmative vote of the holders of not less than a majority of all votes entitled to be cast by holders of Equity Office Common Shares, and the affirmative vote of the partners of EOP Partnership holding at least a majority of the outstanding Partnership Units (as defined in the EOP Partnership Agreement) (including Partnership Units held by Equity Office), are the only votes of the holders of any class or series of Equity Office capital shares or EOP Partnership limited partners necessary or required under this Agreement or under applicable law to approve the Merger, this Agreement and the Proposed Equity Office Charter Amendments. The approval of the Partnership Merger by Equity Office is the only vote necessary or required under this Agreement or under applicable law to approve the Partnership Merger under the EOP Partnership Agreement.

ARTICLE 4

COVENANTS

      4.1  Conduct of ▇▇▇▇▇▇▇’▇ and ▇▇▇▇▇▇▇ Partnership’s Business Pending Merger. During the period from the date of this Agreement to the Effective Times, except as consented to in writing by Equity Office or as contemplated in this Agreement, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Partnership shall, and shall cause (or, in the case of ▇▇▇▇▇▇▇ Subsidiaries and ▇▇▇▇▇▇▇ TRS that ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Partnership do not control, shall use commercially reasonable efforts to cause) each of the ▇▇▇▇▇▇▇ Subsidiaries and ▇▇▇▇▇▇▇ TRS to:

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      4.2  Conduct of Equity Office’s and EOP Partnership’s Business Pending Merger. During the period from the date of this Agreement to the Effective Times, except as consented to in writing by ▇▇▇▇▇▇▇ or as expressly contemplated in this Agreement, Equity Office and EOP Partnership shall, and shall cause (or, in the case of ▇▇▇▇▇▇▇ Subsidiaries that ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Partnership do not control, shall use commercially reasonable efforts to cause) each of the Equity Office Subsidiaries to:

      (d)  promptly deliver to ▇▇▇▇▇▇▇ true and correct copies of any report, statement, schedule or other document filed with the SEC subsequent to the date of this Agreement;

      (e)  maintain its books and records in accordance with GAAP consistently applied and not change in any material manner any of its methods, principles or practices of accounting in effect at the Equity Office Financial Statement Date, except as may be required by the SEC, applicable law or GAAP;

      (f)  duly and timely file all reports, tax returns and other documents required to be filed with federal, state, local and other authorities, subject to extensions permitted by law, provided such extensions do not adversely affect Equity Office’s status as a qualified REIT under the Code;

      (g)  not make or rescind any express or deemed election relative to Taxes (unless such election or rescission is required by law or necessary (1) to preserve Equity Office’s status as a REIT, or (2) to qualify or preserve the status of any Equity Office Subsidiary as a partnership for federal income tax purposes, as a qualified REIT subsidiary under Section 856(i) of the Code, or as a taxable REIT subsidiary under Section 856(l) of the Code, as the case may be, in which event Equity Office or the applicable Equity Office Subsidiary shall not fail to make such election in a timely manner);

      (h)  not amend the Equity Office Declaration of Trust, the Equity Office Bylaws or the EOP Partnership Agreement (except for the Proposed Equity Office Charter Amendments (as defined herein) and the amendment to the EOP Partnership Agreement described in Section 5.4), except to the extent necessary to reflect the admission of additional limited partners and other amendments in connection therewith that can be made by Equity Office without a vote of limited partners and that will not, individually or in the aggregate, materially adversely affect the rights or obligations of holders of Equity Office OP Units); as used herein, “Proposed Equity Office Charter Amendments” means the proposed amendments to the Equity Office Declaration of Trust, substantially in the form attached hereto as Exhibits I, which has been approved by the Board of Trustees of Equity Office and will be submitted to a vote of the shareholders of Equity Office;

      (i)  not (A) enter into or agree to effect any merger, acquisition, consolidation, reorganization, or other business combination with any third party in which Equity Office is not the surviving party thereto or (B) enter into or agree to effect any merger, acquisition, exchange offer or other business combination with a third party in which Equity Office is the surviving party that would result in the issuance of equity securities representing in excess of 25% of the outstanding Equity Office Common Shares on the date any such business combination is entered into or agreed to unless, in either such case, such business combination is approved by ▇▇▇▇▇▇▇, which approval shall not be unreasonably withheld or delayed, or the business combination agreement provides that the required vote of Equity Office shareholders for approval of such business combination is no less than the affirmative vote of holders of Equity Office Common Shares representing more than 50% of the sum (x) the number of Equity Office Common Shares outstanding at the time of each approval plus (y) 50,000,000;

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      (j)  except as provided in Section 5.10 hereof and in connection with the use of Equity Office Common Shares to pay the exercise price or tax withholding in connection with equity-based employee benefit plans by the participants therein, not (i) authorize, declare, set aside or pay any dividend or make any other distribution or payment with respect to any Equity Office Common Shares or Equity Office OP Units or (ii) directly or indirectly redeem, purchase or otherwise acquire any shares of capital stock, membership interests or units of partnership interest or any option, warrant or right to acquire, or security convertible into, shares of capital stock, membership interests, or units of partnership interest of Equity Office or any Equity Office Subsidiary, except for (A) redemptions of Equity Office Common Shares required under Section 7.3.6 of the Equity Office Declaration of Trust in order to preserve the status of Equity Office as a REIT under the Code, and (B) redemptions of Equity Office OP Units, whether or not outstanding on the date of this Agreement, under the EOP Partnership Agreement in which Equity Office Common Shares are utilized; and

      (k)  not authorize, recommend, propose or announce an intention to do any of the foregoing prohibited actions, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing prohibited actions.

      4.3  No Solicitation.

      (a)  On and after the date hereof and prior to the Effective Time of the Merger, ▇▇▇▇▇▇▇ agrees, for itself and in its capacity as the sole general partner of the ▇▇▇▇▇▇▇ Partnership, that:

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      (b)  Notwithstanding Section 4.3(a), the Board of Directors of ▇▇▇▇▇▇▇ (including with respect to ▇▇▇▇▇▇▇’▇ capacity as the sole general partner of ▇▇▇▇▇▇▇ Partnership) shall not be prohibited from furnishing information to or entering into discussions or negotiations with, any Person that makes a bona fide written Acquisition Proposal to the Board of Directors of ▇▇▇▇▇▇▇ after the date hereof which was not invited, initiated, solicited or encouraged, directly or indirectly, by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Partnership, any ▇▇▇▇▇▇▇ Subsidiary, ▇▇▇▇▇▇▇ TRS or any ▇▇▇▇▇▇▇ Representative on or after the date hereof, if, and only to the extent that (i) a majority of the Board of Directors of ▇▇▇▇▇▇▇ determines in good faith, after consultation with its financial advisors of nationally recognized reputation and outside legal counsel, that such Acquisition Proposal is reasonably likely to result in a Superior Acquisition Proposal, (ii) each of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Partnership complies with all of its obligations under this Agreement, (iii) prior to furnishing such information to, or entering into discussions or negotiations with, such Person, ▇▇▇▇▇▇▇ provides written notice to Equity Office to the effect that it is furnishing information to, or entering into discussions with such Person and (iv) ▇▇▇▇▇▇▇ enters into a confidentiality agreement with such Person the material terms of which are (without regard to the terms of such Acquisition Proposal) in all material respects no less favorable to ▇▇▇▇▇▇▇, and no less restrictive to the Person making such Acquisition Proposal, than those contained in the Confidentiality Agreement, dated January 2, 2001, between ▇▇▇▇▇▇▇ and Equity Office (the “Confidentiality Agreement”).

      (c)  Notwithstanding anything to the contrary set forth in Section 4.3(a) or 4.3(b), in the event that an Acquisition Proposal constitutes a Superior Acquisition Proposal (as defined herein), nothing contained in this Section 4.3 shall prohibit the Board of Directors of ▇▇▇▇▇▇▇ from withdrawing, modifying, amending or qualifying its recommendation of this Agreement and the Merger as required under Section 5.1(d) hereof and recommending such Superior Acquisition Proposal to its stockholders: (i) if but only if, ▇▇▇▇▇▇▇: (A) complies fully with this Section 4.3 and (B) provides Equity Office with at least three (3) business days’ prior written notice of its intent to withdraw, modify, amend or qualify its recommendation of this Agreement or the Merger, (ii) if, in the event that during such three (3) business days Equity Office makes a counter proposal to such Superior Acquisition Proposal (any such counter proposal being referred to in this Agreement as the “Equity Office Counter Proposal”), Spieker’s Board of Directors in good faith, taking into account the advice of its outside financial advisors of nationally recognized reputation, determines (A) that the Equity Office Counter Proposal is not at least as favorable to Spieker’s stockholders as the Superior Acquisition Proposal, from a financial point of view, and (B) the Equity Office Counter Proposal is not at least as favorable generally to Spieker’s stockholders (taking into account all financial and strategic considerations and other relevant factors, including relevant legal, financial, regulatory and other aspects of such proposals, and the conditions, prospects and time required for completion of such proposal), and (iii) Spieker shall have terminated this Agreement in accordance with Section 7.1(h).

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      (d)  For all purposes of this Agreement, “Superior Acquisition Proposal” means a bona fide written proposal made by a third party to acquire, directly or indirectly, Spieker and/or Spieker Partnership pursuant to a tender or exchange offer, merger, share exchange, consolidation or sale of all or substantially all of the assets of Spieker, Spieker Partnership, and the Spieker Subsidiaries or otherwise (i) on terms which a majority of the Board of Directors of Spieker determines in good faith, (A) after consultation with Spieker’s financial advisors of nationally recognized reputation, are superior, from a financial point of view, to Spieker’s stockholders to those provided for in the Merger and (B) to be more favorable generally to Spieker’s stockholders (taking into account all financial and strategic considerations and other relevant factors, including relevant legal, financial, regulatory and other aspects of such proposals, and the conditions, prospects and time required for completion of such proposal), (ii) for which financing, to the extent required, in the reasonable judgment of the Board of Directors is capable of being obtained and (iii) which the Board of Directors of Spieker determines in good faith is reasonably capable of being consummated.

      (e)  Any disclosure that the Board of Directors of Spieker may be compelled to make with respect to the receipt of an Acquisition Proposal in order to comply with its duties to shareholders imposed by applicable law or Rule 14d-9 or 14e-2 of the Exchange Act will not constitute a violation of this Section 4.3.

      (f)  Nothing in this Section 4.3 shall (i) permit Spieker to terminate this Agreement (except as expressly provided in Article 7) or (ii) affect any other obligations of Spieker under this Agreement.

      4.4  Affiliates. Prior to the Effective Time of the Merger, Spieker shall cause to be prepared and delivered to Equity Office a list (reasonably satisfactory to counsel for Equity Office) identifying all Persons who, at the time of the Spieker Stockholders Meeting and the Equity Office Shareholders Meeting, may be deemed to be “affiliates” of Spieker or Spieker Partnership as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act (the “Rule 145 Affiliates”). Spieker shall use its commercially reasonable efforts to cause each Person who is identified as a Rule 145 Affiliate in such list to deliver to Equity Office on or prior to the Effective Time a written agreement, in the form previously approved by the parties hereto, that such Rule 145 Affiliate will not sell, pledge, transfer or otherwise dispose of any Equity Office Common Shares, Equity Office OP Units or Equity Office Preferred OP Units issued to such Rule 145 Affiliate pursuant to the Merger, except pursuant to an effective registration statement under the Securities Act or in compliance with paragraph (d) of Rule 145 or as otherwise permitted by the Securities Act. Equity Office shall be entitled to place legends as specified in such written agreements on the certificates representing any Equity Office Common Shares to be received pursuant to the terms of this Agreement by such Rule 145 Affiliates who have executed such agreements and to issue appropriate stop transfer instructions to the transfer agent for the Equity Office Common Shares, Equity Office OP Units and Equity Office Preferred OP Units issued to such Rule 145 Affiliates, consistent with the terms of such agreements. Each of Equity Office and EOP Partnership shall timely file the reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Rule 145 Affiliate of Spieker or Equity Office may reasonably request, all to the extent required from time to time to enable such Rule 145 Affiliate to sell shares of beneficial interest of Equity Office received by such Rule 145 Affiliate in the Merger without registration under the Securities Act pursuant to (i) Rule 145(d)(1) under the Securities Act, as such rule may be amended from to time, or (ii) any successor rule or regulation hereafter adopted by the SEC.

      4.5  Other Actions. Each of Spieker and Spieker Partnership, on the one hand, and Equity Office and EOP Partnership, on the other hand, shall not take, and shall use commercially reasonable efforts to cause their respective Subsidiaries not to take, any action that would result in (i) any of the representations and warranties of such party (without giving effect to any “knowledge” qualification) set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties (without giving effect to any “knowledge” qualification) that are not so qualified becoming untrue in any material respect or (iii) except as expressly required by Section 4.3, any of the conditions to the Merger set forth in Article 6 not being satisfied.

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ARTICLE 5

ADDITIONAL COVENANTS

      5.1  Preparation of the Form S-4 and the Proxy Statement; Spieker Stockholders Meeting, Spieker Unitholders Consent Solicitation and Equity Office Shareholders Meeting.

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      5.2  Access to Information; Confidentiality. Subject to the requirements of confidentiality agreements with third parties in existence on the date hereof, each of the parties shall, and shall cause each of its Subsidiaries (and, in the case of Spieker, Spieker TRS) to, afford to the other parties and to the officers, employees, accountants, counsel, financial advisors and other representatives of such other parties, reasonable access during normal business hours prior to the Effective Time to all their respective properties, books, contracts, commitments, personnel and records and, during such period, each of the parties shall, and shall cause each of its Subsidiaries (and, in the case of Spieker, Spieker TRS) to, furnish promptly to the other parties (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. Each of the parties shall, and shall cause its Subsidiaries (and in the case of Spieker, Spieker TRS) to, use commercially reasonable efforts to cause its officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to, hold any nonpublic information in confidence in accordance with the Confidentiality Agreement, which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof.

      5.3  Commercially Reasonable Efforts; Notification.

      (a)  Subject to the terms and conditions herein provided, each of the parties shall: (i) use commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the

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      (b)  Spieker and Spieker Partnership shall use commercially reasonable efforts to obtain from Arthur Andersen LLP access to all work papers relating to audits of Spieker and Spieker Partnership performed by Arthur Andersen LLP, and the continued cooperation of Arthur Andersen LLP with regard to the preparation of consolidated financial statements for the Surviving Trust.

      (c)  Spieker and Spieker Partnership shall give prompt notice to Equity Office and EOP Partnership, and Equity Office and EOP Partnership shall give prompt notice to Spieker and Spieker Partnership, (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

      5.4  Tax Matters.

      (a)  Each of Equity Office and Spieker shall use its commercially reasonable efforts before and after the Effective Time to cause the Merger to qualify as a reorganization under the provisions of Sections 368(a) of the Code and to obtain the opinions of counsel referred to in Sections 6.2(e) and 6.3(e).

      (b)  In connection with the Partnership Merger, EOP Partnership shall adopt an amendment to the EOP Partnership Agreement substantially in the form set forth as Exhibit K hereto addressing certain federal income tax matters affecting the holders of Spieker OP Units who will receive Equity Office OP Units in the Partnership Merger.

      5.5  Public Announcements. The initial press release to be issued with respect to the transactions contemplated by this Agreement will be in the form agreed to by the parties prior to the execution of this Agreement. Spieker will consult with Equity Office before issuing, and provide Equity Office the opportunity to review and comment upon, any material press release or other written public statement, including, without limitation, any press release or other written public statement which addresses in any manner the transactions contemplated by this Agreement, and shall not issue any such press release or make any such written public statement prior to such consultation, except as may be required by applicable law, court process or by obligations pursuant to any listing agreement with any national securities exchange.

      5.6  Listing. Equity Office shall use commercially reasonable efforts to cause the Equity Office Common Shares, Equity Office Series E Preferred Shares, Equity Office Series F Preferred Shares and Equity Office Series H Preferred Shares to be issued in the Merger, the Equity Office Common Shares reserved for issuance upon redemption of Equity Office OP Units issued in the Partnership Merger, the Equity Office Common Shares reserved for issuance upon conversion of Equity Office Series D Preferred Shares (if any), and the Equity Office Series G Preferred Shares reserved for issuance upon conversion of Equity Office Series G Preferred OP Units issued in the Partnership Merger, in each case, to be approved for listing on the New York Stock Exchange (the “NYSE”), subject to official notice of issuance, prior to the Effective Time.

      5.7  Transfer and Gains Taxes. Each party shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales,

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      5.8  Benefit Plans and Other Employee Arrangements.

      (a)  Benefit Plans. After the Effective Time, all employees of Spieker who are employed by the Surviving Trust shall be eligible to participate in the same manner as other similarly situated employees of the Surviving Trust who were formerly employees of Equity Office in any “employee benefit plan,” as defined in Section 3(3) of ERISA, sponsored or maintained by the Surviving Trust after the Effective Time or, if Equity Office determines it is not practicable for such employees to do so immediately after the Effective Time, then such employees shall continue to be eligible to participate in an “employee benefit plan”, as defined in Section 3(3) of ERISA, of Spieker which is continued by the Surviving Trust until such time as Equity Office determines it is practicable to include them in its “employee benefit plans” for similarly situated employees of the Surviving Trust as contemplated above. With respect to each such employee benefit plan, service with Spieker or any Spieker Subsidiary (as applicable) and the predecessor of any of them shall be included for purposes of determining eligibility to participate, vesting (if applicable) and determination of the level of entitlement to, benefits under such employee benefit plan. Equity Office shall, or shall cause the Surviving Trust and its Subsidiaries to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to all employees of Spieker who are employed by the Surviving Trust under any welfare plan that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Effective Time under any welfare plan maintained for such employees immediately prior to the Effective Time, and (ii) provide each such employee of Spieker who is employed by the Surviving Trust with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time.

      (b)  Stock Option and Restricted Stock Plans. The stock option plans or programs of Spieker and the restricted stock plans or programs of Spieker shall be discontinued as of the Effective Time.

      (c)  Spieker Stock Options. Immediately prior to the date on which the Spieker stockholders approve the Merger, each outstanding Spieker Stock Option shall, effective as of such time, become fully vested and exercisable to the extent not already so vested and exercisable and, to the extent not otherwise provided in the applicable option agreement as permitted by applicable law, each such Spieker Stock Option shall be automatically converted at the Effective Time into an option (a “Substituted Option”) to purchase a number of shares of Equity Office Common Shares equal to the number of shares of Spieker Common Stock that could have been purchased (assuming full vesting) under such Spieker Stock Option multiplied by 1.94462 (rounded down to the nearest whole number of shares of Spieker Common Stock) at an exercise price per share of Equity Office Common Shares equal to the per-share option exercise price specified in the Spieker Stock Option divided by 1.94462 (rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions as such Spieker Stock Option. For purposes of expiration and otherwise, the date of grant of the Substituted Option shall be the date on which the corresponding Spieker Stock Option was granted. As soon as practicable after the date hereof and subject to applicable law, Equity Office shall offer to purchase, subject to consummation of the Mergers, all Spieker Stock Options outstanding on the date hereof from the holders thereof for an amount in cash in respect thereof equal to the product of (i) the excess, if any, of (A) $58.50 over (B) the exercise price of such Spieker Stock Option and (ii) the number of shares of Spieker Common Stock subject thereto. If the holder of any such Spieker Stock Option tenders such option prior to 11:59 p.m., Pacific Time, on the 20th business day after the purchase offer is made to the holders thereof, then within three business days after the Effective Time, Equity

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      (d)  Restricted Stock. All unvested shares of restricted stock of Spieker set forth in Schedule 5.8(d) of the Spieker Disclosure Letter shall, by virtue of this Agreement and without further action of Spieker, Equity Office or the holder of such shares of restricted stock, to the extent required in the plan, agreement or instrument pursuant to which such shares of restricted stock were granted, vest and become free of all restrictions immediately prior to the date on which the Spieker shareholders approve the Merger and shall be converted into the Merger Consideration upon the Effective Time pursuant to Section 1.10.

      (e)  Withholding. To the extent required by applicable law, Spieker shall require each employee who exercises a Spieker Stock Option or who receives Spieker Common Stock pursuant to any existing commitment to pay to Spieker in cash or Spieker Common Stock an amount sufficient to satisfy in full Spieker’s obligation to withhold Taxes incurred by reason of such exercise or issuance (unless and to the extent such withholding is satisfied pursuant to the provision regarding withholding in Section 1.13(c)).

      (f)  Special Severance Policy. Equity Office acknowledges that the transactions contemplated by this Agreement shall be deemed a “Change in Control” for purposes of the Special Severance Policy, and that severance payments shall be made in accordance with the Special Severance Policy to any participant who becomes entitled to such payments on account of a termination of employment occurring on or after the Effective Date, unless such termination is for Cause or is a voluntary resignation without Good Reason in accordance with the terms of the Special Severance Policy. As of the Effective Time, there shall not be any additional employees or other service providers thereafter designated for participation in the Special Severance Policy.

      (g)  Bonus Plans. From and after the Effective Time, Equity Office or EOP Partnership shall pay, if earned, development bonuses to employees identified on Schedule 5.8(g) of the Spieker Disclosure Letter up to the aggregate amount set forth on Schedule 5.8(g) of the Spieker Disclosure Letter. Equity Office or EOP Partnership also shall assume the obligations of Spieker to pay annual bonuses to Spieker employees not covered by the Special Severance Policy and such bonuses shall be payable to such employees who are terminated by Equity Office (unless terminated for inadequate performance) before January 1, 2002. Such bonuses shall be payable to the extent accrued for the year 2001 through the date of termination and shall be calculated based on actual bonuses paid in 2000 (assuming such bonuses reflected a full year of employment).

      5.9  Indemnification.

      (a)  From and after the Effective Time, Equity Office and EOP Partnership (collectively, the “Indemnifying Parties”) shall provide exculpation and indemnification for each individual who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time of the Merger, an officer or director of Spieker or any Spieker Subsidiary (the “Indemnified Parties”) which is the same as the exculpation and indemnification provided to the Indemnified Parties by Spieker and the Spieker Subsidiaries immediately prior to the Effective Time of the Merger in its charter, Bylaws or in its partnership, operating or similar agreement, as in effect on the date hereof.

      (b)  In addition to the rights provided in Section 5.9(a) above, in the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any action by or on behalf of any or all security holders of Spieker or Equity Office, or any Spieker Subsidiary or Equity Office Subsidiary, or by or in the right of Spieker or Equity Office, or any Spieker Subsidiary or Equity Office Subsidiary, or any claim, action, suit, proceeding or investigation in which any individual who is now, or has been, at any time prior to the date hereof, or who becomes prior to the Effective

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      (c)  At or prior to the Effective Time of the Merger, Equity Office shall purchase directors’ and officers’ liability insurance covering acts or omissions occurring prior to the Effective Time of the Merger for a period of six years with respect to those individuals who are currently covered by Spieker’s directors’ and officers’ liability insurance policy on terms with respect to such coverage and amount no less favorable to Spieker’s directors and officers currently covered by such insurance than those of such policy in effect on the date hereof.

      (d)  This Section 5.9 is intended for the irrevocable benefit of, and to grant third-party rights to, the Indemnified Parties, the Indemnification Parties and their successors, assigns and heirs and shall be binding on all successors and assigns of Equity Office and EOP Partnership. Each of the Indemnified Parties and the Indemnification Parties shall be entitled to enforce the covenants contained in this Section 5.9 and Equity Office and EOP Partnership acknowledge and agree that each Indemnified Party and Indemnification Party would suffer irreparable harm and that no adequate remedy at law exists for a breach of such covenants and such Indemnified Party or such Indemnification Party shall be entitled to injunctive relief and specific performance in the event of any breach of any provision in this Section 5.9.

      (e)  If Equity Office or EOP Partnership or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case the successors and assigns of such entity shall assume the obligations set forth in this Section 5.9, which obligations are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each director and officer covered hereby.

      5.10  Declaration of Dividends and Distributions. From and after the date of this Agreement, neither Spieker nor Equity Office shall make any dividend or distribution to its respective stockholders or shareholders without the prior written consent of the other party; provided, however, the written consent of the other party shall not be required for the authorization and payment of (a) distributions at their respective stated dividend or distribution rates with respect to Equity Office Existing Preferred Shares or any series of Spieker Preferred Stock, (b) quarterly distributions with respect to the Spieker Common Stock of $0.70 per share for the quarter ending March 31, 2001 and each quarter thereafter, subject to increase as set forth below and (c) quarterly distributions with respect to the Equity Office Common Shares of up to $0.45 per share for the quarter ending March 31, 2001 and for each quarter thereafter; provided, however, the record date for each distribution with respect to the Spieker Common Stock shall be the same date as the record date for the quarterly distribution for the Equity Office Common Shares, as provided to Spieker by notice not less than twenty (20) business days prior to the record date for any quarterly Equity Office distribution. Within 30 days of the date of this Agreement, Spieker shall prepare and present to Equity Office a financial plan showing in reasonable detail the expected management of its operations, including any asset dispositions, and its estimated taxable income (including allowable deductions attributable to payments required to be made by

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      5.11  Transfer of Spieker TRS. At the Closing and pursuant to the Stock Purchase Agreement, each of the holders of voting capital stock of Spieker TRS (other than Spieker Partnership, to the extent it owns any such voting capital stock) shall transfer to Equity Office TRS Sub or such Person or Persons as Equity Office TRS Sub shall designate by written notice delivered to them prior to the Closing, or shall authorize a merger that will result in such a transfer of all of the shares of Spieker TRS which are not owned by Spieker Partnership, for an aggregate consideration in an amount equal to the purchase price per share set forth in the Stock Purchase Agreement multiplied by the number of outstanding shares of voting capital stock of Spieker TRS. Equity Office shall use commercially reasonable efforts to cause Equity Office TRS Sub to perform its obligations under the Stock Purchase Agreement.

      5.12  Notices. Equity Office shall provide such notice to its preferred shareholders of the Merger as is required under Maryland law or the Equity Office Declaration of Trust.

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      5.13  Resignations. On the Closing Date, Spieker shall cause the directors and officers of Spieker and of each of the Spieker Subsidiaries to submit their resignations from such positions, effective as of the Effective Time of the Merger.

      5.14  Assumption of Existing Tax Protection Agreements. Effective as of the Effective Time of the Partnership Merger, Equity Office and EOP Partnership shall assume the obligations of Spieker, Spieker Partnership and/or the applicable Spieker Subsidiary, as the case may be, under the Tax Protection Agreements as described in Schedule 2.18(j) to the Spieker Disclosure Letter. Immediately prior to the Effective Time of the Partnership Merger, Equity Office and EOP Partnership shall enter into agreements with Spieker and Spieker Partnership, for the benefit of and enforceable by the individuals and entities who are intended to be protected by the provisions of the Tax Protection Agreements, confirming such assumption effective as of the Effective Time of the Partnership Merger.

      5.15  EOP Partnership Agreement. At the Closing, EOP Partnership shall assume and perform any obligations that Spieker Partnership or any Spieker Subsidiary has immediately prior to the Effective Time to issue securities in accordance with the terms of any partnership or other agreement to which Spieker Partnership or such Spieker Subsidiary is a party and that are described on Schedule 5.15, in the same manner and to the same extent that Spieker Partnership or such Spieker Subsidiary would be required to perform such obligation if no Merger had been consummated.

      5.16  Registration Rights Agreements. At the Closing, Spieker shall assign and Equity Office shall assume by appropriate instrument the Registration Rights Agreements described on Schedule 5.16 to the Spieker Disclosure Letter.

ARTICLE 6

CONDITIONS

      6.1  Conditions to Each Party’s Obligation to Effect the Mergers. The obligations of each party to effect the Mergers and to consummate the other transactions contemplated by this Agreement to occur on the Closing Date shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:

      (a)  Shareholder and Partner Approvals. The Spieker Stockholder Approvals, the Equity Office Shareholder Approvals and the Partner Approvals shall have been obtained.

      (b)  HSR Act. The waiting period (and any extension thereof) applicable to the Partnership Merger, the Merger or the transactions contemplated by the Stock Purchase Agreement under the HSR Act, if applicable to the Partnership Merger, the Merger or the transactions contemplated by the Stock Purchase Agreement, shall have expired or been terminated.

      (c)  Listing of Shares. The NYSE shall have approved for listing the Equity Office Common Shares, Equity Office Series E Preferred Shares, Equity Office Series F Preferred Shares and Equity Office Series H Preferred Shares to be issued in the Merger, the Equity Office Common Shares reserved for issuance upon redemption of Equity Office OP Units issued in the Partnership Merger, the Equity Office Common Shares reserved for issuance upon conversion of Equity Office Series D Preferred Shares (if any), and the Equity Office Series G Preferred Shares reserved for issuance upon conversion of Equity Office Series G Preferred OP Units issued in the Partnership Merger, in each case, to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Effective Time.

      (d)  Form S-4. The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings by the SEC seeking a stop order.

      (e)  No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Mergers or any of the other transactions contemplated hereby shall be in effect.

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      (f)  Blue Sky Laws. Equity Office and EOP Partnership shall have received all state securities or “blue sky” permits and other authorizations necessary to issue the Equity Office Common Shares and Equity Office OP Units issuable in the Mergers.

      6.2  Conditions to Obligations of Equity Office and EOP Partnership. The obligations of Equity Office and EOP Partnership to effect the Mergers and to consummate the other transactions contemplated to occur on the Closing Date are further subject to the following conditions, any one or more of which may be waived by Equity Office:

      (a)  Representations and Warranties. Each of the representations and warranties of Spieker and Spieker Partnership set forth in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Spieker Material Adverse Effect, shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties are expressly limited by their terms to another date, in which case such representations and warranties shall be true and correct as of such other date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Spieker Material Adverse Effect; and Equity Office shall have received a certificate (which certificate may be qualified by “knowledge” to the same extent as the representations and warranties of Spieker and Spieker Partnership contained herein are so qualified) signed on behalf of Spieker by the chief executive officer or the chief financial officer of Spieker, in such capacity, to such effect.

      (b)  Performance of Obligations of Spieker and Spieker Partnership. Spieker and Spieker Partnership shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Effective Time, and Equity Office shall have received a certificate signed on behalf of Spieker by the chief executive officer or the chief operating officer of Spieker, in such capacity, to such effect.

      (c)  Material Adverse Effect. Since the date of this Agreement, there shall have been no Spieker Material Adverse Effect and Equity Office shall have received a certificate of the chief executive officer or chief operating officer of Spieker, in such capacity, certifying to such effect.

      (d)  Tax Opinions Relating to REIT Status and Partnership Status. Equity Office shall have received (i) an opinion of counsel to Spieker reasonably satisfactory to Equity Office, dated as of the Closing Date, to the effect that, commencing with its taxable year ended December 31, 1993 through and including the end of its taxable year ended December 31, 1999, (x) Spieker was organized and operated in conformity with the requirements for qualification as a REIT under the Code, and (y) Spieker Partnership was during and since October 15, 1993, through the end of its taxable year ended December 31, 1999, treated for federal income tax purposes as a partnership and not as a corporation or association taxable as a corporation (with customary exceptions, assumptions and qualifications and based upon customary representations); (ii) an opinion of Sullivan & Cromwell or other counsel to Spieker reasonably satisfactory to Equity Office, dated as of the Closing Date, to the effect that, commencing with its taxable year ended December 31, 2000, (x) Spieker was organized and has operated in conformity with the requirements for qualification as a REIT under the Code, and (y) Spieker Partnership has been during and since January 1, 2000, and continues to be, treated for federal income tax purposes as a partnership and not as a corporation or association taxable as a corporation (with customary exceptions, assumptions and qualifications and based upon customary representations and upon the opinion of counsel rendering the opinion described in clause (i) if such counsel is not the same counsel), and (iii) an opinion of Hogan & Hartson L.L.P. or other counsel to Equity Office reasonably satisfactory to Spieker, dated as of the Closing Date, to the effect that, commencing with its taxable year ended December 31, 1997, Equity Office was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and that, after giving effect to the Merger, Equity Office’s proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code (with customary exceptions, assumptions and qualifications and based upon customary representations and based upon and subject to the opinions of counsel to Spieker described in clauses (i) and (ii) above).

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      (e)  Tax Opinion Relating to the Mergers. Equity Office shall have received an opinion dated the Closing Date from Hogan & Hartson L.L.P. or other counsel reasonably satisfactory to Equity Office, based upon customary certificates and letters, which letters and certificates are to be in a form to be agreed upon by the parties and dated the Closing Date, to the effect that (i) the Merger will qualify as a reorganization under the provisions of Section 368(a) of the Code and (ii) the Partnership Merger will not result in the recognition of taxable gain or loss at the time of the Partnership Merger to a holder of Spieker OP Units or Spieker Preferred OP Units, as applicable, (A) who is a “U.S. person” (as defined for purposes of Sections 897 and 1445 of the Code; (B) who does not exercise its redemption right with respect to Equity Office OP Units or Equity Office Preferred OP Units, as applicable, under the EOP Partnership Agreement on a date sooner than the date two years after the Effective Date for the Partnership Merger; (C) who does not receive a cash distribution in connection with the Partnership Merger (or a deemed cash distribution resulting from relief or a deemed relief from liabilities, including as a result of the prepayment of indebtedness of Spieker Partnership in connection with or following the Partnership Merger) in excess of such holder’s adjusted basis in its Spieker OP Units or its Spieker Preferred OP Units, as applicable, at the time of the Partnership Merger; (D) who is not required to recognize gain by reason of the application of Section 707(a) of the Code and the Treasury Regulations thereunder to the Partnership Merger, with the result that the Partnership Merger is treated as part of a “disguised sale” by reason of any transactions undertaken by Spieker Partnership prior to or in connection with the Partnership Merger or any debt of Spieker Partnership that is assumed or repaid in connection with the Partnership Merger; and (E) whose “at risk” amount does not fall below zero as a result of the Mergers.

      (f)  Opinion Relating to Roll-Up Rules. Equity Office shall have received an opinion of Sullivan & Cromwell or other counsel to Spieker reasonably satisfactory to Equity Office, dated as of the Closing Date, to the effect that the Partnership Merger is not subject to the requirements of (a) Subpart 900 of Regulation S-K, as amended, as promulgated by the SEC, (b) Rule 2810(a)(10) promulgated by the National Association of Securities Dealers or (c) Sections 25014.5 through 25014.7 of Title 4, Division 1 of the California Corporate Securities Law, as amended.

      (g)  “Comfort” Letter. Equity Office and EOP Partnership shall have received a “comfort” letter from Arthur Andersen LLP, as described in Section 5.1(b).

      (h)  Shares of Spieker TRS. All of the voting shares of Spieker TRS (other than any such shares owned by Spieker Partnership) shall have been transferred to Equity Office TRS Sub, or its designees or assigns, in accordance with the Stock Purchase Agreement.

      (i)  Nonsolicitation Agreements. Each of Warren E. Spieker, Jr., John A. Foster and Craig G. Vought shall have entered into nonsolicitation agreements substantially in the forms set forth on Exhibit J.

      6.3  Conditions to Obligations of Spieker and Spieker Partnership. The obligations of Spieker and Spieker Partnership to effect the Mergers and to consummate the other transactions contemplated to occur on the Closing Date is further subject to the following conditions, any one or more of which may be waived by Spieker:

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ARTICLE 7

TERMINATION, AMENDMENT AND WAIVER

      7.1  Termination. This Agreement may be terminated at any time prior to the Effective Time of the Partnership Merger, whether such action occurs before or after any of the Spieker Stockholder Approvals, the Equity Office Shareholder Approvals or either of the Spieker Partner Approvals are obtained:

53

      7.2  Certain Fees and Expenses. If this Agreement shall be terminated (i) pursuant to Section 7.1(h), 7.1(i)(1) or 7.1(i)(3), then Spieker and Spieker Partnership theretofore or thereupon shall pay to EOP

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      The payment of the Break-Up Fee shall be compensation for the loss suffered by Equity Office and EOP Partnership as a result of the failure of the Mergers to be consummated (including, without limitation, opportunity costs and out-of-pocket costs and expenses) and to avoid the difficulty of determining damages under the circumstances. The Break-Up Fee shall be paid by Spieker and Spieker Partnership to EOP Partnership, or the Break-Up Expenses shall be paid by Spieker and Spieker Partnership to EOP Partnership or EOP Partnership to Spieker Partnership (as applicable), in immediately available funds within two (2) business days after the date the event giving rise to the obligation to make such payment occurred (except as otherwise provided in Section 7.1(h) or 7.1(i)). Spieker acknowledges that the agreements contained in this Section 7.2 are integral parts of this Agreement; accordingly, if Spieker and Spieker Partnership fail to promptly pay the Break-Up Fee or Break-Up Expenses due pursuant to this Section 7.2 and, in order to obtain payment, Equity Office commences a suit which results in a judgment against Spieker or Spieker Partnership for any amounts owed pursuant to this Section 7.2, Spieker and Spieker Partnership shall pay to Equity Office its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount owed at the rate on six-month U.S. Treasury obligations in effect on the date such payment was required to be made plus 300 basis points.

      As used in this Agreement, “Break-Up Fee” shall be an amount equal to the lesser of (i) $160,000,000 less Break-Up Expenses paid or payable under this Section 7.2 (the “Base Amount”) and (ii) the sum of (A) the maximum amount that can be paid to EOP Partnership without causing Equity Office to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(H) and 856(c)(3)(A)-(I) of the Code (“Qualifying Income”), as determined by independent accountants to Equity Office, and (B) in the event Equity Office receives a letter from outside counsel (the “Break-Up Fee Tax Opinion”) indicating that Equity Office has received a ruling from the IRS holding that EOP Partnership’s receipt of the Base Amount would either constitute Qualifying Income or would be excluded from gross income of Equity Office within the meaning of Sections 856(c)(2) and (3) of the Code (the “REIT Requirements”) or that the receipt by EOP Partnership of the remaining balance of the Base Amount following the receipt of and pursuant to such ruling would not be deemed constructively received prior thereto, the Base Amount less the amount payable under clause (A) above. Spieker’s and Spieker Partnership’s obligation to pay any unpaid portion of the Break-Up Fee shall terminate three years from the date of this Agreement. In the event that EOP Partnership is not able to receive the full Base Amount, Spieker and Spieker Partnership shall place the unpaid amount in escrow and shall not release any portion thereof to EOP Partnership unless and until Spieker receives one or both of the following: (i) a letter from Equity Office’s independent accountants indicating the maximum amount that can be paid at that time to EOP Partnership without causing Equity Office to fail to meet the REIT Requirements or (ii) a Break-Up Fee Tax Opinion, in either of which events Spieker and Spieker Partnership shall pay to EOP Partnership the unpaid Base Amount or, if less and either there is no Break-up Fee Tax Opinion or the

55

      The “Break-Up Expenses” payable to EOP Partnership or Spieker Partnership, as the case may be (the “Recipient”), shall be an amount equal to the lesser of (i) $7,500,000 or (ii) the Recipient’s out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, all attorneys’, accountants’ and investment bankers’ fees and expenses). If the Break-Up Expenses payable to the Recipient exceed the maximum amount that can be paid to the Recipient without causing the Recipient to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income, as determined by independent accountants to the Recipient (the “Maximum Amount”), the amount initially payable to the Recipient shall be limited to the Maximum Amount. If, however, within the three-year period commencing on the date of this Agreement, the Recipient receives a Break-Up Fee Tax Opinion indicating that it has received a ruling from the IRS holding that the Recipient’s receipt of the Break-Up Expenses would either constitute Qualifying Income or would be excluded from gross income of the Recipient within the meaning of the REIT Requirements or that receipt by the Recipient of the balance of the Break-Up Expenses above the Maximum Amount following the receipt of and pursuant to such ruling would not be deemed constructively received prior thereto, the Recipient shall be entitled to have payable to it the full amount of the Break-Up Expenses. The obligation of Equity Office and EOP Partnership or Spieker and Spieker Partnership, as applicable (“Payor”), to pay any unpaid portion of the Break-Up Expenses shall terminate three years from the date of this Agreement. In the event that the Recipient is not able to receive the full Break-Up Expenses, the Payor shall place the unpaid amount in escrow and shall not release any portion thereof to the Recipient unless and until the Payor receives either one or both of the following: (i) a letter from the independent accountants of Equity Office or Spieker, as the case may be, indicating the maximum amount that can be paid at that time to the Recipient without causing it to fail to meet the REIT Requirements or (ii) a Break-Up Expense Tax Opinion, in either of which events the Payor shall pay to the Recipient the unpaid Break-Up Expenses or, if less and either there is no Break-Up Expense Tax Opinion or the ruling described in the Break-Up Expense Tax Opinion does not hold that the Base Amount either would constitute Qualifying Income or would be excluded from gross income for purposes of the REIT Requirements, the maximum amount stated in the letter referred to in (i) above. Subject to satisfaction of the conditions set forth in the immediately preceding sentence, there is no limitation on the number of distributions that can be made from the escrow prior to the third anniversary of the date of this Agreement.

      7.3  Effect of Termination. In the event of termination of this Agreement by either Spieker or Equity Office as provided in Section 7.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Equity Office, EOP Partnership, Spieker or Spieker Partnership, other than the last sentence of Section 5.2, Section 7.2, this Section 7.3 and Article 8, and except to the extent that such termination results from a material breach by any party of any of its representations, warranties, covenants or agreements set forth in this Agreement.

      7.4  Amendment. This Agreement may be amended by the parties in writing by action of the respective Board of Trustees or Board of Directors of Equity Office and Spieker at any time before or after any Shareholder Approvals are obtained and prior to the filing of the Articles of Merger with the Department; provided, however, that, after the Shareholder Approvals and Partner Approvals are obtained, no such amendment, modification or supplement shall be made which by law requires the further approval of shareholders or partners without obtaining such further approval. The parties agree to amend this Agreement in the manner provided in the immediately preceding sentence to the extent required to (a) continue the status of each party as a REIT or (b) preserve the Merger as a reorganization under Section 368(a) of the Code.

      7.5  Extension; Waiver. At any time prior to the Effective Time, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the

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ARTICLE 8

GENERAL PROVISIONS

      8.1  Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement confirming the representations and warranties in this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

      8.2  Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be delivered personally, sent by overnight courier (providing proof of delivery) to the parties or sent by telecopy (providing confirmation of transmission) at the following addresses or telecopy numbers (or at such other address or telecopy number for a party as shall be specified by like notice):

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      All notices shall be deemed given only when actually received.

      8.3  Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

      8.4  Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

      8.5  Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Spieker Disclosure Letter, the Equity Office Disclosure Letter, the Confidentiality Agreement, the Voting Agreements and the other agreements entered into in connection with the Mergers (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral between the parties with respect to the subject matter of this Agreement and (b) except as provided in Section 5.9 (“Third Party Provisions”), are not intended to confer upon any Person other than the parties hereto any rights or remedies.

      8.6  Governing Law. THE PARTNERSHIP MERGER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATES OF DELAWARE AND CALIFORNIA, AS APPLICABLE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF LAWS THEREOF. EXCEPT AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

      8.7  Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

      8.8  Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any federal court located in Maryland or in any state court located in Maryland this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself (without making such submission exclusive) to the personal jurisdiction of any federal court located in Maryland or any state court located in Maryland in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement and (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court.

      8.9  Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

      8.10  Exculpation. This Agreement shall not impose any personal liability on any shareholder, trustee, trust manager, officer, employee or agent of Equity Office or Spieker, and all Persons shall look solely to the property of Equity Office or Spieker for the payment of any claim hereunder or for the performance of this Agreement.

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      8.11  Joint and Several Obligations. In each case where both Spieker and Spieker Partnership, on the one hand, or Equity Office and EOP Partnership, on the other hand, are obligated to perform the same obligation hereunder, such obligation shall be joint and several.

      IN WITNESS WHEREOF, Equity Office, EOP Partnership, Spieker and Spieker Partnership have caused this Agreement to be signed by their respective officers (or general partners) thereunto duly authorized all as of the date first written above.

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Exhibit D

EQUITY OFFICE PROPERTIES TRUST

FORM OF ARTICLES SUPPLEMENTARY

ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF SERIES E PREFERRED SHARES AND SERIES E PREFERRED EXCESS SHARES

      Equity Office Properties Trust, a Maryland real estate investment trust (the “Trust”), certifies to the State Department of Assessments and Taxation of Maryland that:

      FIRST: Under a power contained in Article VI of the Trust’s Articles of Amendment and Restatement of Declaration of Trust, as amended (the “Declaration of Trust”), the Board of Trustees (the “Board”), by resolution duly adopted on                , 2001, classified 4,250,000 Preferred Shares (as defined in the Declaration of Trust) as Series E Cumulative Redeemable Preferred Shares (the “Series E Preferred Shares”), with the preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of shares as follows and provided for the issuance thereof:

      (1)  Designation and Number. The designation of Series E Preferred Shares described in Article FIRST hereof shall be “Series E Cumulative Redeemable Preferred Shares (par value $.01 per share).” The number of Series E Preferred Shares to be authorized shall be 4,250,000.

      (2)  Rank. The Series E Preferred Shares shall, with respect to distribution rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Trust, rank (a) senior to all classes or series of Common Shares (as defined in the Declaration of Trust) and to all equity securities the terms of which provide that such equity securities shall rank junior to such Series E Preferred Shares; (b) on a parity with all equity securities issued by the Trust, including the 8.98% Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Shares”), the 5.25% Series B Convertible, Cumulative Preferred Shares (the “Series B Preferred Shares”), the 8 5/8% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest (the “Series C Preferred Shares”), Series F Cumulative Redeemable Preferred Shares (the “Series F Preferred Shares”), Series G Cumulative Redeemable Preferred Shares (the “Series G Preferred Shares”) and Series H Cumulative Redeemable Preferred Shares (the “Series H Cumulative Redeemable Preferred Shares”) classified pursuant to resolutions duly adopted by the Board, other than those referred to in clauses (a) and (c); and (c) junior to all equity securities issued by the Trust which rank senior to the Series E Preferred Shares. The term “equity securities” shall not include convertible debt securities.

      (3)  Distributions.

2

      (4)  Liquidation Rights.

      (5)  Redemption.

3

      (6)  Voting Rights.

4

      (7)  Conversion. The Series E Preferred Shares are not convertible into or exchangeable for any other property or securities of the Trust, except that each Series E Preferred Shares is exchangeable into Series E Preferred Excess Shares as provided in Section 9.

      (8)  Status of Redeemed Stock. In the event any Series E Preferred Shares shall be redeemed pursuant to Section 5 hereof, the shares so redeemed shall revert to the status of authorized but unissued Preferred Shares available for future issuance and reclassification by the Trust.

      (9)  Restrictions on Transfer; Exchange for Series E Preferred Excess Shares.

5

6

7

8

      (10)  Series E Preferred Excess Shares.

9

10

      SECOND: Under a power contained in Article VI of the Declaration of Trust of the Trust, the Board by resolution by resolution adopted on                , 2001, classified 4,250,000 Preferred Shares (as defined in the Declaration of Trust) as Series E Preferred Excess Shares, $.01 par value per share, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of shares set forth in Article FIRST and provided for the issuance thereof.

      IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and attested to by its Secretary on this       day of           , 2001.

[SEAL]

ATTEST:

      THE UNDERSIGNED, President and Chief Executive Officer of Equity Office Properties Trust who executed on behalf of the Trust the foregoing Articles Supplementary which this certificate is made a part, hereby acknowledges in the name and on behalf of said Trust the foregoing Articles Supplementary to be the duly authorized act of said Trust and hereby certifies to the best of his knowledge, information and belief the matters and facts set forth therein with respect to the authorization and approval therein are true in all material respects under penalties of perjury.

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Exhibit E

EQUITY OFFICE PROPERTIES TRUST

FORM OF ARTICLES SUPPLEMENTARY

ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF SERIES F PREFERRED SHARES AND SERIES F PREFERRED EXCESS SHARES

      Equity Office Properties Trust, a Maryland real estate investment trust (the “Trust”), certifies to the State Department of Assessments and Taxation of Maryland that:

      FIRST: Under a power contained in Article VI of the Trust’s Articles of Amendment and Restatement of Declaration of Trust, as amended (the “Declaration of Trust”), the Board of Trustees (the “Board”), by resolution duly adopted on                     , 2001, classified 6,000,000 Preferred Shares (as defined in the Declaration of Trust) as Series F Cumulative Redeemable Preferred Shares (the “Series F Preferred Shares”), with the preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of shares as follows and provided for the issuance thereof:

      (1)  Designation and Number. The designation of Series F Preferred Shares described in Article FIRST hereof shall be “Series F Cumulative Redeemable Preferred Shares (par value $.01 per share).” The number of Series F Preferred Shares to be authorized shall be 6,000,000.

      (2)  Rank. The Series F Preferred Shares shall, with respect to distribution rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Trust, rank (a) senior to all classes or series of Common Shares (as defined in the Declaration of Trust) and to all equity securities the terms of which provide that such equity securities shall rank junior to such Series F Preferred Shares; (b) on a parity with all equity securities issued by the Trust, including the 8.98% Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Shares”), the 5.25% Series B Convertible, Cumulative Preferred Shares (the “Series B Preferred Shares”), the 8 5/8% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest (the “Series C Preferred Shares”), Series E Cumulative Redeemable Preferred Shares (the “Series E Preferred Shares”), Series G Cumulative Redeemable Preferred Shares (the “Series G Preferred Shares”) and Series H Cumulative Redeemable Preferred Shares (the “Series H Cumulative Redeemable Preferred Shares”) classified pursuant to resolutions duly adopted by the Board, other than those referred to in clauses (a) and (c); and (c) junior to all equity securities issued by the Trust which rank senior to the Series F Preferred Shares. The term “equity securities” shall not include convertible debt securities.

      (3)  Distributions.

      (4)  Liquidation Rights.