EQUITY OFFICE PROPERTIES TRUST
S-11/A, 1997-06-06
REAL ESTATE INVESTMENT TRUSTS
Previous: APPLE SOUTH FINANCING I, S-3/A, 1997-06-06
Next: TSI INTERNATIONAL SOFTWARE LTD, S-1/A, 1997-06-06



<PAGE>   1
 
   
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1997
    
 
   
                                                      REGISTRATION NO. 333-26629
    
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
 
   
                                AMENDMENT NO. 1
    
   
                                       TO
    
 
                                   FORM S-11
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------
 
                         EQUITY OFFICE PROPERTIES TRUST
      (Exact name of registrant as specified in its governing instrument)
 
                     TWO NORTH RIVERSIDE PLAZA, SUITE 2200
                            CHICAGO, ILLINOIS 60606
                    (Address of principal executive offices)
                             ---------------------
 
                               STANLEY M. STEVENS
                              CHIEF LEGAL COUNSEL
                     TWO NORTH RIVERSIDE PLAZA, SUITE 2200
                            CHICAGO, ILLINOIS 60606
                    (Name and address of agent for service)
                             ---------------------
 
                                   COPIES TO:
 
<TABLE>
<S>                                              <C>
               SHELI Z. ROSENBERG                             J. WARREN GORRELL, JR.
              RUTH PINKHAM HARING                                JAMES E. SHOWEN
         ROSENBERG & LIEBENTRITT, P.C.                        HOGAN & HARTSON L.L.P.
     TWO NORTH RIVERSIDE PLAZA, SUITE 1515                 555 THIRTEENTH STREET, N.W.
            CHICAGO, ILLINOIS 60606                        WASHINGTON, D.C. 20004-1109
                 (312) 466-3456                                   (202) 637-5600
</TABLE>
 
                             ---------------------
 
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon
as practicable after this Registration Statement becomes effective.
 
     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]
- ---------------
 
     If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]
- ---------------
 
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]
                             ---------------------
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
======================================================================================================================
                                                          PROPOSED MAXIMUM     PROPOSED MAXIMUM
          TITLE OF CLASS               AMOUNT BEING        OFFERING PRICE     AGGREGATE OFFERING       AMOUNT OF
  OF SECURITIES BEING REGISTERED      REGISTERED(1)         PER SHARE(2)           PRICE(2)         REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                  <C>                  <C>                  <C>
Common Shares of Beneficial
  Interest, $.01 par value per
  share...........................      17,250,000             $20.00            $345,000,000         $104,545.40
======================================================================================================================
</TABLE>
 
(1) Includes 2,250,000 shares that are issuable upon exercise of the
    Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee.
                             ---------------------
 
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
 
================================================================================
<PAGE>   2
 
     INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
     REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
     MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
     BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
     THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
     SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
     UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
     OF ANY SUCH STATE.
<PAGE>   3
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 30.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     The following table itemizes the expenses incurred by the Company in
connection with the Offering. All amounts are estimated except for the
Registration Fee and the NASD Fee.
 
<TABLE>
<S>                                                           <C>
Registration Fee............................................  $104,545.50
NASD Fee....................................................    30,500
New York Stock Exchange Listing Fee.........................       *
Printing and Engraving Expenses.............................       *
Legal Fees and Expenses.....................................       *
Accounting Fees and Expenses................................       *
Blue Sky Fees and Expenses..................................    15,000
Financial Advisory Fee......................................       *
Environmental and Engineering Expenses......................       *
Miscellaneous...............................................       *
                                                              -----------
          TOTAL.............................................  $
                                                              ===========
Indemnification Insurance Costs (see Item 33)...............       *
                                                              -----------
</TABLE>
 
- ---------------
 
* To be completed by amendment.
 
ITEM 31.  SALES TO SPECIAL PARTIES
 
     See Item 32.
 
ITEM 32.  RECENT SALES OF UNREGISTERED SECURITIES
 
     Prior to the Offering, the Company sold 1,000 unregistered Common Shares to
Mr. Zell for a purchase price of $25.00 per Common Share.
 
     Immediately prior to the closing of the Offering, pursuant to the
Contribution Agreement, (i) each ZML Opportunity Partnership will contribute to
the Operating Partnership substantially all of its assets and liabilities in
exchange for an aggregate of      Units and (ii) EGI, EOP and EOH, each of which
is owned by affiliates of Mr. Zell and which are referred to collectively as the
"Equity Group," will contribute the Management Business, and EOP will contribute
95% of the economic value of that portion of the Management Business that
relates to the Third-Party Management Business, to the Operating Partnership in
exchange for      Units. EOP and the Operating Partnership then will jointly
contribute the Third-Party Management Business to the Management Corp., with EOP
receiving voting stock representing 5% of the economic value of the Management
Corp. and the Operating Partnership receiving non-voting stock representing 95%
of the economic value of the Management Corp. As a part of the contribution of
the Management Business, EGI and EOH will contribute their asset management
contracts relating to the Office Properties and the Parking Facilities to the
Operating Partnership in exchange for Units.
 
     Immediately prior to the closing of the Offering, pursuant to the Merger
Agreement, each ZML REIT will merge with and into the Company and the Company
will issue           Common Shares to the ZML REIT shareholders,           of
which Common Shares will be deposited into the corresponding ZML REIT Escrows,
as described below. As part of the Consolidation, each ZML Opportunity
Partnership will admit the Company as its sole managing general partner and each
ZML Partner will become a non-managing general partner of its ZML Opportunity
Partnership. As a result, the Company will become the 1% managing general
partner in each ZML Opportunity Partnership, the sole limited partner in ZML
Opportunity Partnerships I, III and IV, and the majority limited partner in ZML
Opportunity Partnerships II, owning    % of the capital interests in that
partnership. See "Structure and Formation of the Company -- Formation
Transactions."
 
                                      II-1
<PAGE>   4
 
ITEM 33.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     The Company's officers and directors are and will be indemnified under
Maryland and Delaware law, the Declaration of Trust and Bylaws of the Company
and the Partnership Agreement of the Operating Partnership against certain
liabilities. The Declaration of Trust of the Company requires it to indemnify
its directors and officers to the fullest extent permitted from time to time
under Maryland law.
 
     The Declaration of Trust of the Company authorizes it, to the maximum
extent permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former trustee or officer or (b) any individual who, while a
trustee of the Company and at the request of the Company, serves or has served
as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise from and against any claim or liability to which such person
may become subject or which such person may incur by reason of his or her status
as a present or former trustee or officer of the Company. The Bylaws of the
Company obligate it, to the maximum extent permitted by Maryland law, to
indemnify and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any present or former trustee or officer who
is made party to the proceeding by reason of his service in that capacity or (b)
any individual who, while a trustee or officer of the Company and at the request
of the Company, serves or has served another real estate investment trust,
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a trustee, director, officer or partner of such real estate
investment trust, corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise and who is made a party to the proceeding by
reason of his service in that capacity, against any claim or liability to which
he may become subject by reason of such status. The Declaration of Trust and
Bylaws also permit the Company to indemnify and advance expenses to any person
who served as a predecessor of the Company in any of the capacities described
above and to any employee or agent of the Company or a predecessor of the
Company. The Bylaws require the Company to indemnify a trustee or officer who
has been successful, on the merits or otherwise, in the defense of any
proceeding to which he is made a party by reason of his service in that
capacity.
 
     The Maryland REIT Law permits a Maryland real estate investment trust to
indemnify and advance expenses to its trustees, officers, employees and agents
to the same extent as permitted by the MGCL for directors and officers of
Maryland corporations. The MGCL permits a corporation to indemnify its present
and former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, under the MGCL,
a Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation. In accordance with the MGCL, the Bylaws of the
Company require it, as a condition to advancing expenses, to obtain (a) a
written affirmation by the director or officer of his good faith belief that he
has met the standard of conduct necessary for indemnification by the Company as
authorized by the Bylaws and (b) a written statement by or on his behalf to
repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that the standard of conduct was not met.
 
ITEM 34.  TREATMENT OF PROCEEDS FROM STOCK BEING REGISTERED
 
     Not Applicable.
 
                                      II-2
<PAGE>   5
 
ITEM 35.  FINANCIAL STATEMENTS AND EXHIBITS
 
     (a) Financial Statements, all of which are included in the Prospectus:
 
     EQUITY OFFICE PROPERTIES TRUST
       Pro Forma Condensed Combined Financial Statements (Unaudited):
          Pro Forma Condensed Combined Financial Statements
          Pro Forma Condensed Combined Balance Sheet as of December 31, 1996
          Pro Forma Condensed Combined Statement of Operations for the Year
          Ended
          December 31, 1996
          Notes to Pro Forma Condensed Combined Financial Statements
 
       Historical:
          Report of Independent Auditors
          Balance Sheet as of December 31, 1996
          Notes to Balance Sheet
 
     EQUITY OFFICE PREDECESSORS
       Report of Independent Auditors
       Combined Balance Sheets as of December 31, 1996 and 1995
       Combined Statements of Operations for the years ended December 31, 1996,
       1995 and 1994
       Combined Statements of Owners' Equity for the years ended December 31,
       1996, 1995 and 1994
       Combined Statements of Cash Flows for the years ended December 31, 1996,
       1995 and 1994
       Notes to Combined Financial Statements
       Schedule III -- Real Estate and Accumulated Depreciation as of December
       31, 1996
 
     PROMENADE II
       Report of Independent Auditors
       Statements of Revenue and Certain Expenses for the Period from January 1,
       1996 to
        June 13, 1996 (Unaudited) and the Year Ended December 31, 1995
       Notes to Statements of Revenue and Certain Expenses
 
     TWO CALIFORNIA PLAZA
       Report of Independent Auditors
       Statements of Revenue and Certain Expenses for the Period from January 1,
       1996 to
        July 31, 1996 (Unaudited) and the Year Ended December 31, 1995
       Notes to Statements of Revenue and Certain Expenses
 
     BP TOWER
       Report of Independent Auditors
       Statements of Revenue and Certain Expenses for the Period from January 1,
       1996 to
        August 31, 1996 (Unaudited) and the Year Ended December 31, 1995
       Notes to Statements of Revenue and Certain Expenses
 
     SUNTRUST CENTER
       Report of Independent Auditors
       Statements of Revenue and Certain Expenses for the Period from January 1,
       1996 to
        August 31, 1996 (Unaudited) and the Year Ended December 31, 1995
       Notes to Statements of Revenue and Certain Expenses
 
     RESTON TOWN CENTER
       Report of Independent Auditors
       Statements of Revenue and Certain Expenses for the Period from January 1,
       1996 to
        September 30, 1996 (Unaudited) and the Year Ended December 31, 1995
       Notes to Statements of Revenue and Certain Expenses
 
                                      II-3
<PAGE>   6
 
     COLONNADE I
       Report of Independent Auditors
       Statement of Revenue and Certain Expenses for the Period from January 1,
       1996 to
        December 4, 1996
       Notes to Statement of Revenue and Certain Expenses
 
     177 BROAD STREET
       Report of Independent Auditors
       Statement of Revenue and Certain Expenses for the Year Ended December 31,
       1996
       Notes to Statement of Revenue and Certain Expenses
 
     PRESTON COMMONS
       Report of Independent Auditors
       Statement of Revenue and Certain Expenses for the Year Ended December 31,
       1996
       Notes to Statement of Revenue and Certain Expenses
 
     (b) Exhibits
 
   
<TABLE>
<S>      <C>  <S>
 1.1      --  Form of Purchase Agreement
 3.1      --  Amended and Restated Declaration of Trust of the Company
 3.2      --  Form of Bylaws of the Company
 5.1*     --  Opinion of Rosenberg & Liebentritt, P.C. regarding the
              validity of the securities being registered
 8.1      --  Form of Opinion of Hogan & Hartson L.L.P. regarding certain
              tax matters
 8.2      --  Form of Opinion of Hogan & Hartson L.L.P. regarding certain
              tax matters
10.1      --  Form of Agreement of Limited Partnership of the Operating
              Partnership
10.2      --  Form of Registration Rights Agreement between the Company
              and the persons named therein
10.3*     --  1997 Share Option and Share Award Plan
10.4*     --  Noncompetition Agreement between the Company and Samuel Zell
10.5      --  Form of Contribution Agreement
10.6      --  Merger Agreement
10.7      --  Indemnification Agreement
21.1*     --  List of Subsidiaries
23.1*     --  Consent of Rosenberg & Liebentritt, P.C. (included as part
              of Exhibit 5.1)
23.2**    --  Consent of Ernst & Young LLP
23.3*     --  Consent of Hogan & Hartson L.L.P.
23.4*     --  Consent of Mr. Dobrowski
23.5*     --  Consent of Mr. Harper
23.6*     --  Consent of Mr. Linneman
24.1**    --  Power of Attorney (included in the Signature Page at page
              II-6)
27.1**    --  Financial Data Schedule
</TABLE>
    
 
- ---------------
 * To be filed by amendment.
   
** Previously filed.
    
 
ITEM 36.  UNDERTAKINGS
 
     The Registrant hereby undertakes:
 
          (1) For purposes of determining any liability under the Securities Act
     of 1933, as amended (the "Act"), the information omitted from the form of
     Prospectus filed as part of the Registration Statement in reliance upon
     Rule 430A and contained in the form of Prospectus filed by the Registrant
     pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed
     to be part of the Registration Statement as of the time it was declared
     effective.
 
          (2) For the purpose of determining any liability under the Act, each
     post-effective amendment that contains a form of prospectus shall be deemed
     to be a new registration statement relating to the securities
 
                                      II-4
<PAGE>   7
 
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.
 
          (3) The undersigned registrant hereby undertakes to provide to the
     Underwriter at the closing specified in the Underwriting Agreement
     certificates in such denominations and registered in such names as required
     by the Underwriter to permit prompt delivery of each purchaser.
 
          (4) Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing provisions,
     or otherwise, the registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.
 
                                      II-5
<PAGE>   8
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable ground to believe that it meets all of the
requirements for filing on Form S-11 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Chicago, Illinois on this 5th day of June, 1997.
    
 
                                          Equity Office Properties Trust
 
                                          By:     /s/ TIMOTHY H. CALLAHAN
                                            ------------------------------------
                                                    Timothy H. Callahan
                                               President and Chief Executive
                                                           Officer
 
   
     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities indicated as of the 5th day of June, 1997.
    
 
   
<TABLE>
<CAPTION>
                      SIGNATURE                                         NAME & TITLE
                      ---------                                         ------------
<C>                                                    <S>
               /s/ Timothy H. Callahan                 Timothy H. Callahan, President, Chief
- -----------------------------------------------------    Executive Officer and Trustee
 
               /s/ Timothy H. Callahan                 Richard Kincaid, Chief Financial Officer
- -----------------------------------------------------    (principal financial officer and principal
                                                         accounting officer)
 
               /s/ Timothy H. Callahan                 Samuel Zell, Chairman of the Board of Trustees
- -----------------------------------------------------
 
               /s/ Timothy H. Callahan                 Sheli Z. Rosenberg, Trustee
- -----------------------------------------------------
</TABLE>
    
 
                                      II-6
<PAGE>   9
 
                                 EXHIBIT INDEX
 
   
<TABLE>
<CAPTION>
                                                                                 PAGE
EXHIBIT NO.                           DESCRIPTION OF EXHIBIT                     NO.
- -----------                           ----------------------                     ----
<C>           <S>  <C>                                                           <C>
    1.1       --   Form of Purchase Agreement..................................
    3.1       --   Amended and Restated Declaration of Trust of the Company....
    3.2       --   Form of Bylaws of the Company...............................
    5.1*      --   Opinion of Rosenberg & Liebentritt, P.C. regarding the
                   validity of the securities being registered.................
    8.1       --   Form of Opinion of Hogan & Hartson L.L.P. regarding certain
                   tax matters.................................................
    8.2       --   Form of Opinion of Hogan & Hartson L.L.P. regarding certain
                   tax matters.................................................
   10.1       --   Form of Agreement of Limited Partnership of the Operating
                   Partnership.................................................
   10.2       --   Form of Registration Rights Agreement between the Company
                   and the persons named therein...............................
   10.3*      --   1997 Share Option and Share Award Plan......................
   10.4*      --   Noncompetition Agreement between the Company and Samuel
                   Zell........................................................
   10.5       --   Form of Contribution Agreement..............................
   10.6       --   Merger Agreement............................................
   10.7       --   Indemnification Agreement...................................
   21.1*      --   List of Subsidiaries........................................
   23.1*      --   Consent of Rosenberg & Liebentritt, P.C. (included as part
                   of Exhibit 5.1).............................................
   23.2**     --   Consent of Ernst & Young LLP................................
   23.3*      --   Consent of Hogan & Hartson L.L.P............................
   23.4*      --   Consent of Mr. Dobrowski....................................
   23.5*      --   Consent of Mr. Harper.......................................
   23.6*      --   Consent of Mr. Linneman.....................................
   24.1**     --   Power of Attorney (included in the Signature Page at page
                   II-6).......................................................
   27.1**     --   Financial Data Schedule.....................................
</TABLE>
    
 
- ---------------
 
 * To be filed by amendment.
   
** Previously filed.
    

<PAGE>   1
06/05/97 12:25                                                  H&H DRAFT


                                                                EXHIBIT 1.1


                               15,000,000 SHARES

                         EQUITY OFFICE PROPERTIES TRUST
                   (a Maryland real estate investment trust)

                      Common Shares of Beneficial Interest
                           ($.01 Par Value Per Share)

                             PURCHASE AGREEMENT


                                                             __________ __, 1997




 MERRILL LYNCH & CO.
 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
 LEHMAN BROTHERS INC.
 J.P. MORGAN & CO.
 PRUDENTIAL SECURITIES INCORPORATED
 SMITH BARNEY INC.
 as Representatives of the several Underwriters
 c/o     MERRILL LYNCH & CO.
         MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
         Merrill Lynch World Headquarters
         North Tower
         World Financial Center
         New York, New York  10281-1305



Dear Ladies and Gentlemen:

     Equity Office Properties Trust, a Maryland real estate investment trust
(the "Company"), and EOP Operating Limited Partnership, a Delaware limited
partnership (the "Operating Partnership"), each confirms its agreement with
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Lehman
Brothers Inc. ("Lehman"), J.P. Morgan & Co. ("J.P. Morgan"), Prudential
Securities Incorporated ("Prudential") and Smith Barney Inc. ("Smith Barney")
and each of the other Underwriters named in Schedule A hereto (collectively,
the "Underwriters," which term shall also include any underwriter substituted
as provided in Section 10 hereof), for whom Merrill Lynch, Lehman, J.P. Morgan,
Prudential and Smith Barney are acting as representatives (in such capacity,
Merrill Lynch, Lehman, J.P. Morgan, Prudential and Smith Barney shall
hereinafter be referred to as the "Representatives"), with respect to the sale
by the





<PAGE>   2




Company and the purchase by the Underwriters, acting severally and not jointly,
of 15,000,000 common shares of beneficial interest, $.01 par value per share
(the "Common Shares"), of the Company, as set forth in Schedule 1 hereto
(except as may be provided otherwise in the Pricing Agreement, as hereinafter
defined), and with respect to the grant by the Company to the Underwriters of
the option described in Section 2(b) hereof to purchase all or any part of an
additional 2,250,000 Common Shares to cover over-allotments.  The aforesaid
15,000,000 Common Shares (the "Initial Shares"), together with all or any part
of the 2,250,000 Common Shares subject to the option described in Section 2(b)
hereof (the "Option Shares"), are collectively hereinafter referred to as the
"Shares."

     Prior to the purchase and public offering of the Shares by the several
Underwriters, the Company and the Representatives, acting on behalf of the
several Underwriters, shall enter into an agreement substantially in the form
of Exhibit A hereto (the "Pricing Agreement").  The Pricing Agreement may take
the form of an exchange of any standard form of written telecommunication
between the Company and the Representatives and shall specify such applicable
information as is indicated in Exhibit A hereto.  The offering of the Shares
will be governed by this Agreement, as supplemented by the Pricing Agreement.
From and after the date of the execution and delivery of the Pricing Agreement,
this Agreement shall be deemed to incorporate the Pricing Agreement.

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-11 (No. 333-26629) and a
related preliminary prospectus for the registration of the Shares under the
Securities Act of 1933, as amended (the "1933 Act"), and has filed such
amendments thereto, if any, and such amended preliminary prospectuses as may
have been required to the date hereof, and will file such additional amendments
thereto and such amended prospectuses as may hereafter be required.  Such
registration statement (as amended, if applicable) and the prospectus
constituting a part thereof (including in each case the information, if any,
deemed to be a part thereof pursuant to Rule 430A(b) of the rules and
regulations under the 1933 Act (the "1933 Act Regulations")), as from time to
time amended or supplemented pursuant to the 1933 Act or otherwise, are
hereinafter referred to as the "Registration Statement" and the "Prospectus,"
respectively, except that if any revised prospectus shall be provided to the
Underwriters by the Company for use in connection with the offering of the
Shares which differs from the Prospectus on file at the Commission at the time
the Registration Statement becomes effective (whether or not such revised
prospectus is required to be filed by the Company pursuant to Rule 424(b) of
the 1933 Act Regulations), the term "Prospectus" shall refer to such revised
prospectus from and after the time it is first provided to the Underwriters for
such use.


                                     - 2 -


<PAGE>   3




     At or prior to the Closing Time (as hereinafter defined), the Company will
complete a series of transactions described in the Prospectus under the heading
"Structure and Formation of the Company."  As part of these transactions, among
other things, the Operating Partnership will acquire direct or indirect
interests in [90] office properties to be owned by the Operating Partnership
(the "Office Properties"), [14] stand-alone parking facilities to be owned by
the Operating Partnership (the "Parking Facilities", together with the Office
Properties, the "Properties"), the office property and asset management
business and parking asset management business relating to the Properties
(together, the "Management Business"), and third-party management contracts
relating to [37] office properties (collectively, the "Managed Properties").
As used herein, the term "Consolidation" shall mean the occurrence of all of
the events described in this paragraph and the other transactions described in
the section of the Prospectus captioned "Structure and Formation of the
Company," and the term "Formation Documents" shall mean all the material
contracts, agreements and other documents executed in connection with the
Consolidation as set forth in Schedule 2 hereto.

     The Company and the Operating Partnership understand that the Underwriters
propose to make a public offering of the Shares as soon as the Representatives
deem advisable after the Registration Statement becomes effective and the
Pricing Agreement has been executed and delivered.

            Section 1. Representations and Warranties of the Company and the
                       Operating Partnership.

     (a)        The Company and the Operating Partnership jointly and severally
represent and warrant to each Underwriter as of the date hereof and as of the
date of the Pricing Agreement (such later date being hereinafter referred to as
the "Representation Date") as follows:

                (i) Compliance with Registration Requirements.  At the time the
           Registration Statement becomes effective and at the Representation
           Date, the Registration Statement will comply in all material
           respects with the requirements of the 1933 Act and the 1933 Act
           Regulations and will not contain an untrue statement of a material
           fact or omit to state a material fact required to be stated therein
           or necessary to make the statements therein not misleading, and the
           Prospectus, at the Representation Date (unless the term "Prospectus"
           refers to a prospectus that has been provided to the Underwriters by
           the Company for use in connection with the offering of the Shares
           which differs from the Prospectus on file at the Commission at the
           time the Registration Statement becomes effective, in which case at
           the time it is first provided to the Underwriters for such use) and
           at the Closing Time or Date of Delivery referred to in Section 2(c)
           hereof, will comply in all


                                     - 3 -

<PAGE>   4




           material respects with the requirements of the 1933 Act and the 1933
           Act Regulations and will not contain an untrue statement of a
           material fact or omit to state a material fact necessary in order to
           make the statements therein, in the light of the circumstances under
           which they were made, not misleading; provided, however, that the
           representations and warranties in this subsection shall not apply to
           statements in or omissions from the Registration Statement or
           Prospectus made in reliance upon and in conformity with information
           furnished to the Company in writing by any Underwriter through the
           Representatives expressly for use in the Registration Statement or
           the Prospectus.

                Each preliminary prospectus and the prospectus filed as part of
           the Registration Statement as originally filed or as part of any
           amendment thereto, or filed pursuant to Rule 424 under the 1933 Act,
           complied when so filed in all material respects with the 1933 Act
           Regulations and each preliminary prospectus and the Prospectus
           delivered to the Underwriters for use in connection with this
           offering was identical to the electronically transmitted copies
           thereof filed with the Commission pursuant EDGAR, except to the
           extent permitted by Regulation S-T.

                (ii) No Stop Order or Proceedings.  No stop order suspending
           the effectiveness of the Registration Statement or any part thereof
           has been issued and no proceeding for that purpose has been
           instituted or, to the knowledge of the Company or the Operating
           Partnership, is contemplated by the Commission or by the state
           securities authority of any jurisdiction.  No order preventing or
           suspending the use of the Prospectus has been issued and no
           proceeding for that purpose has been instituted or, to the knowledge
           of the Company or the Operating Partnership, is contemplated by the
           Commission or by the state securities authority of any jurisdiction.

                (iii) Independent Accountants.  Ernst & Young, the accounting
           firm that certified the financial statements and supporting
           schedules included in the Registration Statement, is an independent
           public accountant as required by the 1933 Act and the 1933 Act
           Regulations.

                (iv) Financial Statements.  The financial statements (including
           the notes thereto) included in the Registration Statement and the
           Prospectus present fairly the financial position of the respective
           entity or entities presented therein at the respective dates
           indicated and the results of their operations for the respective
           periods specified, and except as otherwise stated in the
           Registration Statement, said financial statements have been prepared
           in conformity with generally accepted

                                     - 4 -


<PAGE>   5




           accounting principles ("GAAP") applied on a consistent basis.  The
           supporting schedules included in the Registration Statement present
           fairly the information required to be stated therein.  The financial
           information and data included in the Registration Statement and the
           Prospectus present fairly the information included therein and have
           been prepared on a basis consistent with that of the books and
           records of the respective entities presented therein.  Pro forma
           financial information included in the Prospectus has been prepared
           in accordance with the applicable requirements of Rules 11-01 and
           11-02 of Regulation S-X under the 1933 Act, and the necessary pro
           forma adjustments have been properly applied to the historical
           amounts in the compilation of such information, and, in the opinion
           of the Company, the assumptions used in the preparation thereof are
           reasonable and the adjustments used therein are appropriate to give
           effect to the transactions and circumstances referred to therein.

                (v) No Material Adverse Change in Business.  Since the
           respective dates as of which information is given in the
           Registration Statement and the Prospectus, except as otherwise
           stated therein, (A) there has been no material adverse change in the
           condition, financial or otherwise, or in the earnings, assets, or
           business affairs of the Company, the Operating Partnership, the
           Subsidiaries (as hereinafter defined) and the Predecessor Entities
           (as hereinafter defined) considered as one enterprise, whether or
           not arising in the ordinary course of business (a "Material Adverse
           Change"), (B) no casualty loss or condemnation or other adverse
           event with respect to any Property has occurred that is material to
           the Company, the Operating Partnership, the Subsidiaries and the
           Predecessor Entities considered as one enterprise, (C) there have
           been no transactions or acquisitions entered into by the Company,
           the Operating Partnership, any Subsidiary or any Predecessor Entity,
           other than those arising in the ordinary course of business, which
           are material with respect to such entity, except in connection with
           the Consolidation, (D) there has been no dividend or distribution of
           any kind declared, paid or made by the Company on any class of its
           capital shares of beneficial interest or by the Operating
           Partnership with respect to its respective partnership interests,
           and (E) there has been no change in the capital shares of beneficial
           interest of the Company or the partnership interests of the
           Operating Partnership, or any material increase in the indebtedness
           of the Company or the Operating Partnership, except in connection
           with the Consolidation.

                (vi) Good Standing of the Company.  The Company has been duly
           organized and is validly existing as a real estate investment trust


                                     - 5 -


<PAGE>   6




           with transferable shares of beneficial interest and is in good
           standing under the laws of the State of Maryland with all power and
           authority to hold its properties, conduct the business in which it
           is engaged or proposes to engage as described in the Prospectus and
           to enter into and perform its obligations under this Agreement and
           the Formation Documents to which it is a party.  The Company is duly
           qualified as a foreign entity in each jurisdiction in which the
           business conducted by the Company will require such qualification,
           whether by reason of the ownership or leasing of property or the
           conduct of business, except where the failure to so qualify or be in
           good standing would not have a material adverse effect on the
           condition, financial or otherwise, or in the earnings, assets or
           business affairs of the Company, the Operating Partnership, the
           Subsidiaries and the Predecessor Entities considered as one
           enterprise (a "Material Adverse Effect").

                (vii) Good Standing of the Operating Partnership.  The
           Operating Partnership has been duly formed and is validly existing
           as a limited partnership in good standing under the Delaware Revised
           Uniform Limited Partnership Act (the "Delaware Act") with
           partnership power and authority to own, lease and operate its
           Properties, to conduct the business in which it is engaged or
           proposes to engage as described in the Prospectus and to enter into
           and perform its obligations under this Agreement and the Formation
           Documents to which it is a party.  The Operating Partnership is duly
           qualified or registered as a foreign partnership and is in good
           standing in each jurisdiction in which the business conducted by the
           Operating Partnership will require such qualification after the
           completion of the Consolidation, except where the failure to so
           qualify or be in good standing would not result in a Material
           Adverse Effect.  The Company is the sole general partner of the
           Operating Partnership and, immediately after the Closing Time, will
           be the sole general partner of the Operating Partnership and will be
           the holder of __________ Units, or approximately ___ percent (___%)
           of the Units in the Partnership.

                (viii) Good Standing of the Subsidiaries.  The subsidiaries  
           listed on Exhibit 21 to the Registration Statement (collectively,
           the "Subsidiaries") are the only subsidiaries required to be
           identified as such in the Registration Statement.  As of the Closing
           Time, each of the Subsidiaries has been duly organized and is
           validly existing as a partnership, corporation, limited liability
           company, or real estate investment trust in good standing under the
           laws of its respective jurisdiction of organization, with all power
           and authority to own, lease and operate its Properties, to conduct
           the business in which it is engaged or proposes to engage as
           described in the Prospectus, and to


                                     - 6 -


<PAGE>   7




          enter into and perform its obligations under the Formation Documents
          to which it is a party.  Each of the Subsidiaries is duly qualified
          or registered as a foreign partnership, corporation, limited
          liability company, or real estate investment trust and is in good
          standing in each jurisdiction in which the business conducted by the
          Operating Partnership will require such qualification, whether by
          reason of the ownership or leasing of property or the conduct of
          business, except where the failure to so qualify would not result in
          a Material Adverse Effect.  Each of the partnership or member
          agreements of the Subsidiaries is in full force and effect.

               (ix) Good Standing of the Predecessor Entities.  Each of the     
          ZML Opportunity Partnerships, the ZML REITs, EGI, EOP, and EOH (as
          each of these terms is defined in the Prospectus) (collectively, the
          "Predecessor Entities") has been duly formed and is validly existing
          as a partnership, corporation, limited liability company or real
          estate investment trust in good standing under the laws of its state
          of formation, with power and authority to own, lease and operate its
          properties, to conduct the business in which it is engaged and to
          enter into and perform its respective obligations under the Formation
          Documents to which it is a party.  Each Predecessor Entity is duly
          qualified or registered to transact business in each jurisdiction in
          which such qualification or registration is required, whether by
          reason of the ownership or leasing of property or the conduct of
          business, except where the failure to so qualify would not result in
          a Material Adverse Effect.

               (x) Authorization of Shares of Beneficial Interest.  The
          authorized shares of beneficial interest of the Company are as set
          forth in the Prospectus under "Shares of Beneficial Interest" and the
          issued and outstanding shares of beneficial interest of the Company
          are set forth in the Prospectus under "Capitalization".  All of such
          issued and outstanding Common Shares are validly issued, fully paid
          and non-assessable and have been offered and sold in compliance with
          all applicable laws (including, without limitation, federal and state
          securities laws).  All of the issued partnership interests of the
          Operating Partnership (the "Units") have been duly and validly
          authorized and issued and are fully paid and, with respect to the
          Units owned by the Company, are owned directly by the Company, free
          and clear of all liens, encumbrances, equities or claims.  No shares
          of beneficial interest of the Company are reserved for any purpose
          except in connection with (A) the Consolidation, (B) the employee
          benefit plans, dividend reinvestment plans and employee and trustee
          share option plans of the Company included as exhibits to the
          Registration Statement, and (C) the possible


                                     - 7 -


<PAGE>   8




          issuance of Common Shares upon the redemption of Units pursuant to
          the Partnership Agreement.  Except for Units and Common Shares
          issuable upon the exercise of options as described in the Prospectus,
          there are no outstanding securities convertible into or exchangeable
          for any capital shares of beneficial interest of the Company and no
          outstanding options, rights (preemptive or otherwise) or warrants to
          purchase or to subscribe for shares of such beneficial interest or
          any other securities of the Company.  Immediately after the Closing
          Time, __________ Common Shares (excluding the Shares) will be issued
          and outstanding, all of which shares, upon issuance, will be validly
          issued, fully paid and non-assessable.  Except as described in the
          Prospectus, the Company has not sold or issued any shares of
          beneficial interest during the six-month period preceding the date of
          the Prospectus, including any sales pursuant to Rule 144A under, or
          Regulations D or S of, the Securities Act.

               (xi) Description of Shares.  The Initial Shares and the Option
          Shares have been duly authorized for issuance and sale to the
          Underwriters pursuant to this Agreement, and, when issued and
          delivered by the Company pursuant to this Agreement against payment
          of the consideration set forth in the Pricing Agreement, will be
          validly issued, fully paid and non-assessable.  The Common Shares to
          be issued in connection with the Consolidation have been and will be
          offered and sold at or prior to the Closing Time, or the Date of
          Delivery, as the case may be, in compliance with all applicable laws
          (including, without limitation, federal and state securities laws).
          The terms of the Common Shares conform to all statements and
          descriptions related thereto contained in the Prospectus.  The form
          of share certificate to be used to evidence the Common Shares will be
          in due and proper form and will comply with all applicable legal
          requirements.  The issuance of the Shares is not subject to any
          preemptive or other similar rights.

               (xii) Description of Units.  The Units to be issued in
          connection with the Consolidation, including, without limitation, the
          Units to be issued to the Company, have been duly authorized for
          issuance by the Operating Partnership to the holders or prospective
          holders thereof, and at the Closing Time or Date of Delivery will be
          validly issued, fully paid and non-assessable, except to the extent
          that the Company, as general partner of the Operating Partnership,
          may have liability as such general partner.  Immediately after the
          Closing Time, __________ Units will be issued and outstanding.  The
          Units have been and will be offered and sold at or prior to the
          Closing Time in compliance with all applicable laws (including,
          without limitation, federal and state securities laws).


                                     - 8 -

<PAGE>   9




                (xiii) Absence of Defaults and Conflicts.  None of the Company,
           the Operating Partnership, or any Subsidiary is in violation of its
           declaration of trust, charter, by-laws, limited liability company
           agreement, certificate of limited partnership or partnership
           agreement, as the case may be, and none of the Company, the
           Operating Partnership, or any Subsidiary is in default in the
           performance or observance of any obligation, agreement, covenant or
           condition contained in any contract, indenture, mortgage, loan
           agreement, note, lease or other instrument to which such entity is a
           party or by which such entity may be bound, or to which any of the
           property or assets of such entity is subject, except where a default
           thereunder would not result in a Material Adverse Effect.

                (xiv) Absence of Conflicts with Formation Documents.  The
           transfer of interests or other assets pursuant to the Formation
           Documents does not violate the declaration of trust, charter,
           limited liability company agreement, certificate of limited
           partnership or partnership agreement, as the case may be, of any
           Predecessor Entity.  The Formation Documents are sufficient to
           effect the transfer to the Company or Operating Partnership of all
           direct or indirect interests in the Properties and other assets
           specified therein upon payment of the consideration therefor.

                (xv) Authorization of Agreements.  (A)  This Agreement has been 
           duly and validly authorized, executed and delivered by the Company
           and the Operating Partnership, and assuming due authorization,
           execution and delivery by the Representatives, is a valid and
           binding agreement of the Company and the Operating Partnership,
           enforceable in accordance with its terms; (B) at the Representation
           Date, the Pricing Agreement will have been duly and validly
           authorized, executed and delivered by the Company, and assuming due
           authorization, execution and delivery by the Representatives, will
           be a valid and binding agreement of the Company and the Operating
           Partnership, enforceable in accordance with its terms; (C) at the
           Closing Time, the Agreement of Limited Partnership of the Operating
           Partnership (the "Partnership Agreement") will have been duly and
           validly authorized, executed and delivered by the parties thereto
           and will be a valid and binding agreement, enforceable in accordance
           with its terms; (D) at the Representation Date, each of the
           Formation Documents to which the Company, the Operating Partnership,
           any Subsidiary or any Predecessor Entity is a party pursuant to the
           Consolidation will have been duly and validly authorized, executed
           and delivered by such parties, and will be valid and binding
           agreements of such parties, enforceable in accordance with their
           terms; (E) at the


                                     - 9 -


<PAGE>   10



        
           Representation Date, the Noncompetition Agreement of Samuel
           Zell with the Company and the Operating Partnership will have
           been duly and validly authorized, executed and delivered by the
           parties thereto and will be valid and binding agreements,
           enforceable in accordance with their terms;  provided, however, that
           the enforceability of each of the foregoing documents may be limited
           by bankruptcy, insolvency, reorganization or other similar laws
           affecting creditors' rights generally.

                (xvi) Absence of Default or Conflicts Regarding Consolidation.
           The execution, delivery, and performance of this Agreement and the
           consummation of the transactions contemplated hereby and the
           consummation of the Formation Transactions will not conflict with or
           constitute a breach or violation by such parties of, or default
           under, (A) any of the Formation Documents; (B) any contract,
           indenture, mortgage, loan agreement (except loan agreements to be
           repaid in full with a portion of the proceeds of the Offering as
           reflected in the "Use of Proceeds" section of the Prospectus), note,
           lease, joint venture or partnership agreement or other instrument or
           agreement to which the Company, the Operating Partnership, or any
           Subsidiary is a party or by which they, any of them, any of their
           respective properties or other assets or any Property may be bound
           or subject, except for (1) contracts or other agreements that are
           terminable at will or are terminable by the other party thereto on
           not more than 30 days' notice and (2) operating, service, equipment
           or other similar contracts entered into in the ordinary course
           (provided that any contract or agreement excepted in (1) above, and
           the contracts excepted in (2) above, are not material to the
           condition, financial or otherwise, or the earnings, assets, business
           affairs or business prospects of the contract party); (C) the
           declaration of trust, charter, by-laws, limited liability company
           agreement, certificate of limited partnership or partnership
           agreement, as the case may be, of the Company, the Operating
           Partnership, or any Subsidiary; or (D) any applicable law, rule,
           order, administrative regulation or administrative or court decree.

                (xvii) Absence of Proceedings.  There is no action, suit,
           proceeding, before or brought by any court or governmental agency or
           body, domestic or foreign, now pending, or, to the knowledge of the
           Company or the Operating Partnership, threatened against or
           affecting the Company, the Operating Partnership, any Subsidiary,
           any Predecessor Entity, any Property, or any officer or director of
           the Company that is required to be disclosed in the Registration
           Statement (other than as disclosed therein) or that, if determined
           adversely to the Company, the Operating Partnership, any Subsidiary,
           any Predecessor Entity, any Property, or any such officer or
           director, might (A) result in


                                     - 10 -


<PAGE>   11




           any Material Adverse Change or which might reasonably be expected to
           materially and adversely affect assets, properties or operations
           thereof or (B) materially and adversely affect the consummation of
           the Consolidation.  The aggregate of all pending legal or
           governmental proceedings to which the Company or any Subsidiary
           thereof is a party or of which any of their respective assets,
           properties or operations is the subject which are not described in
           the Registration Statement and the Prospectus, including ordinary
           routine litigation incidental to the business, could not, considered
           in the aggregate, reasonably be expected to result in a Material
           Adverse Effect.

                (xviii) Accuracy of Exhibits.  There are no contracts or
           documents of the Company, the Operating Partnership, any Subsidiary
           or any Predecessor Entity which are required to be filed as exhibits
           to the Registration Statement by the 1933 Act or by the 1933 Act
           Regulations which have not been filed as exhibits to the
           Registration Statement.

                (xix) REIT Qualification.  Upon completion of the Consolidation
           and the sale of Shares hereunder, the Company is intended to be
           organized in conformity with the requirements for qualification as a
           real estate investment trust under the Internal Revenue Code of
           1986, as amended (the "Code"), and its proposed method of operation
           will enable it to meet the requirements for taxation as a real
           estate investment trust under the Code for its taxable periods
           beginning or otherwise including the period after the Closing Time.

                (xx) Investment Company Act.  None of the Company, the
           Operating Partnership, any Subsidiary or any Predecessor Entity is,
           or at the Closing Time will be, required to be registered under the
           Investment Company Act of 1940, as amended (the "1940 Act").

                (xxi) Possession of Intellectual Property.  The Company, the
           Operating Partnership, the Subsidiaries, and the Predecessor
           Entities own or possess, or can acquire on reasonable terms, the
           trademarks, service marks, trade names, or other intellectual
           property (collectively, "Intellectual Property") necessary to carry
           on the business now operated by them, and no such entity has
           received any notice or is otherwise aware of any infringement of or
           conflict with asserted rights of others with respect to any
           Intellectual Property or of any facts or circumstances which would
           render any Intellectual Property invalid or inadequate to protect
           the interest of such entities therein, and which infringement or
           conflict (if the subject of any unfavorable decision,


                                     - 11 -


<PAGE>   12




           ruling or finding) or invalidity or inadequacy, singly or in the
           aggregate, would result in a Material Adverse Effect.

                (xxii) Absence of Further Requirements.  No filing with, or
           authorization, approval, consent, license, order, registration,
           qualification or decree of any court or governmental authority or
           agency is necessary or required for performance by the Company of
           its obligations in connection with the offering, issuance or sale of
           the Shares hereunder or the consummation of any other part of the
           Consolidation, except such as have already been obtained or may be
           required under the 1933 Act or the 1933 Act Regulations or state
           securities or real estate syndication laws.

                (xxiii) Possession of Licenses and Permits.  Each of the
           Company, the Operating Partnership, the Subsidiaries, and
           Predecessor Entities possess such permits, licenses, approvals,
           consents and other authorizations (collectively, "Governmental
           Licenses") issued by the appropriate federal, state, or local
           regulatory agencies or bodies necessary to conduct the business in
           the manner described in the Registration Statement and Prospectus,
           except where the failure to possess any such Governmental License
           would not have a Material Adverse Effect.  The Company, the
           Operating Partnership, the Subsidiaries, and Predecessor Entities
           are in compliance with the terms and conditions of all such
           Governmental Licenses, except where the failure so to comply would
           not, singly or in the aggregate, result in a Material Adverse
           Effect.  All of the Governmental Licenses are valid and in full
           force and effect, except where the invalidity of such Governmental
           Licenses or the failure of such Governmental Licenses to be in full
           force and effect would not result in a Material Adverse Effect.
           Neither the Company nor any of its Subsidiaries has received any
           notice of proceedings relating to the revocation or modification of
           any such Governmental Licenses which, singly or in the aggregate, if
           the subject of an unfavorable decision, ruling or finding, would
           result in a Material Adverse Effect.

                (xxiv) Absence of Labor Dispute.  No labor dispute with the
           employees of the Company, the Operating Partnership or any
           Subsidiary exists or, to the knowledge of the Company or the
           Operating Partnership, is imminent, and the Company or the Operating
           Partnership is not aware of any existing or imminent labor
           disturbance by the employees of any of its or any Subsidiary's
           principal customers or contractors, which, in either case, may
           reasonably be expected to result in a Material Adverse Effect.


                                     - 12 -


<PAGE>   13




                (xxv) Listing on NYSE.  The Common Shares have been approved
           for listing on the New York Stock Exchange subject to notice of
           issuance.

                (xxvi) Title to Property.  (A) With respect to the Properties
           in which the Operating Partnership will succeed to all of the
           ownership interest, the Predecessor Entities that currently own such
           Properties have, and at the Closing Time or Date of Delivery the
           Operating Partnership and the Subsidiaries will have, good and
           marketable fee simple title to the land underlying such Properties
           and good and marketable title to the improvements thereon and all
           other assets that are required for the effective operation of such
           Properties in the manner in which they currently are operated,
           subject, however, to existing mortgages on such Properties, to
           utility easements serving such Properties, to liens of ad valorem
           taxes not due and payable as of the Closing Time, to zoning and
           similar governmental land use matters affecting such Properties that
           are consistent with the current uses of such Properties, to matters
           of title not adversely affecting marketability of title to such
           Properties, other statutory liens not due and payable as of the
           Closing Time, title matters that may be material in character,
           amount or extent but which do not materially detract from the value,
           or interfere with the use of, the Properties or otherwise materially
           impair the business operations being conducted or proposed to be
           conducted thereon, service marks and trade names used in connection
           with such Properties (which are owned by the Predecessor Entities
           and to which the Operating Partnership shall succeed), and ownership
           by others of certain items of equipment and other items of personal
           property that are not material to the conduct of business operations
           at such Properties; (B) with respect to the Properties in which the
           Operating Partnership will acquire less than all of the ownership
           interest, (the "Joint Venture Properties"), the Predecessor Entities
           that currently own such Properties have, and at the Closing Time or
           Date of Delivery the Operating Partnership and applicable
           Subsidiaries will continue to have, good and marketable fee simple
           title to the land underlying such Properties and good and marketable
           title to the improvements thereon and all other assets that are
           required for the effective operation of such Properties in the
           manner in which they currently are operated, subject to the
           exceptions set forth in clause (A) above; (C) the ground leases
           under which the applicable Subsidiaries lease the land on which the
           Properties known as "Two California Plaza," "Canterbury Green," and
           "One American Center" are located are in full force and effect, and
           each of such Subsidiaries are not in default in respect of any of
           the terms or provisions of such leases and neither the Company, the
           Operating Partnership, nor such Subsidiary has received notice of
           the assertion of


                                     - 13 -


<PAGE>   14




           any claim by anyone adverse to such Subsidiaries' rights as lessees
           under such leases, or affecting or questioning such Subsidiaries'
           right to the continued possession or use of the Property under such
           leases or of a default under such leases; (D) all liens, charges,
           encumbrances, claims, or restrictions on or affecting any of the
           Properties and the assets of the Company, the Operating Partnership,
           any Subsidiary or any Predecessor Entity which are required to be
           disclosed in the Prospectus are disclosed therein; (E) neither any
           Subsidiary nor any tenant of any of the Properties is in default
           under any of the leases pursuant to which any Subsidiary, as lessor,
           leases its Property (and neither the Company nor the Operating
           Partnership knows of any event which, but for the passage of time or
           the giving of notice, or both, would constitute a default under any
           of such leases) other than such defaults that would not result in a
           Material Adverse Effect; (F) no person has an option or right of
           first refusal to purchase all or part of any Property or any
           interest therein; (G) each of the Properties complies with all
           applicable codes, laws and regulations (including, without
           limitation, building and zoning codes, laws and regulations and laws
           relating to access to the Properties), except if and to the extent
           disclosed in the Prospectus and except for such failures to comply
           that would not individually or in the aggregate result in a Material
           Adverse Effect; (H) there is in effect for the assets of the
           Company, the Operating Partnership, the Subsidiaries and the
           Predecessor Entities (including the Properties) insurance coverages
           that are commercially reasonable for the types of assets owned by
           them, and neither the Company, the Operating Partnership, any
           Subsidiary, nor any Predecessor Entity has received from any
           insurance company notice of any material defects or deficiencies
           affecting the insurability of any such assets (including the
           Properties); and (I) neither of the Company nor the Operating
           Partnership has knowledge of any pending or threatened condemnation
           proceedings, zoning change, or other similar proceeding or action
           that will in any manner affect the size of, use of, improvements on,
           construction on or access to the Properties, except such proceedings
           or actions that would not have a Material Adverse Effect.

                (xxvii) Environmental Laws.  Except as disclosed in the
           Prospectus, (A) each Property, including, without limitation, the
           Environment (as defined below) associated with such Property, is
           free of any Hazardous Substance (as defined below) in violation of
           any Environmental Law (as defined below) applicable to such
           Property, except for Hazardous Substances that would not result in a
           Material Adverse Effect; (B) none of the Company, the Operating
           Partnership, any Subsidiary or any Predecessor Entity has caused or
           suffered to occur any Release (as defined below) of any Hazardous
           Substance into


                                     - 14 -


<PAGE>   15




           the Environment on, in, under or from any Property in violation of
           any Environmental Law applicable to such Property, and no condition
           exists on, in, under or, to the knowledge of the Company and the
           Operating Partnership, adjacent to any Property that could result in
           the incurrence of material liabilities or any material violations of
           any Environmental Law applicable to such Property, give rise to the
           imposition of any Lien (as defined below) under any Environmental
           Law, or cause or constitute a health, safety or environmental hazard
           to any property, person or entity; (C) none of the Company, the
           Operating Partnership, any Subsidiary or any Predecessor Entity is
           engaged in or intends to engage in any manufacturing or any other
           similar operations at the Properties that (1) require the use,
           handling, transportation, storage, treatment or disposal of any
           Hazardous Substance (other than cleaning solvents and similar
           materials and other than insecticides and herbicides that are used
           in the ordinary course of operating the Properties and in compliance
           with all applicable Environmental Laws) or (2) require permits or
           are otherwise regulated pursuant to any Environmental Law; (D)
           neither the Company nor the Operating Partnership has received any
           notice of a claim under or pursuant to any Environmental Law
           applicable to a Property or under common law pertaining to Hazardous
           Substances on or originating from any Property; (E) neither the
           Company nor the Operating Partnership has received any notice from
           any Governmental Authority (as defined below) claiming any violation
           of any Environmental Law that is uncured or unremediated as of the
           date hereof; and (F) no Property is included or, to the knowledge of
           the Company and the Operating Partnership, proposed for inclusion on
           the National Priorities List issued pursuant to CERCLA (as defined
           below) by the United States Environmental Protection Agency (the
           "EPA") or on the Comprehensive Environmental Response, Compensation,
           and Liability Information System database maintained by the EPA, and
           has not otherwise been identified by the EPA as a potential CERCLA
           removal, remedial or response site or included or, to the knowledge
           of the Company and the Operating Partnership, proposed for inclusion
           on, any similar list of potentially contaminated sites pursuant to
           any other applicable Environmental Law nor has the Company, the
           Operating Partnership, or any such Property Partnership received any
           written notice from the EPA or any other Governmental Authority
           proposing the inclusion of any Property on such list, and (G) there
           are no underground storage tanks located on or in any Property which
           have not been disclosed to the Representatives.

                As used herein, "Hazardous Substance" shall include, without
           limitation, any hazardous substance, hazardous waste, toxic or


                                     - 15 -


<PAGE>   16




           dangerous substance, pollutant, solid waste or similarly designated
           materials, including, without limitation, oil, petroleum or any
           petroleum-derived substance or waste, asbestos or
           asbestos-containing materials, PCBs, pesticides, explosives,
           radioactive materials, dioxins, urea formaldehyde insulation or any
           constituent of any such substance, pollutant or waste, including any
           such substance, pollutant or waste identified or regulated under any
           Environmental Law (including, without limitation, materials listed
           in the United States Department of Transportation Optional Hazardous
           Material Table, 49 C.F.R. Section  172.101, as heretofore amended,
           or in the EPA's List of Hazardous Substances and Reportable
           Quantities, 40 C.F.R. Part 302, as heretofore amended);
           "Environment" shall mean any surface water, drinking water, ground
           water, land surface, subsurface strata, river sediment, buildings,
           structures, and ambient, workplace and indoor air; "Environmental
           Law" shall mean the Comprehensive Environmental Response,
           Compensation and Liability Act of 1980, as amended (42 U.S.C.
           Section  9601 et seq.) ("CERCLA"), the Resource Conservation and
           Recovery Act of 1976, as amended (42 U.S.C. Section  6901, et seq.),
           the Clean Air Act, as amended (42 U.S.C. Section  7401, et seq.),
           the Clean Water Act, as amended (33 U.S.C. Section  1251, et seq.),
           the Toxic Substances Control Act, as amended (15 U.S.C. Section
           2601, et seq.), the Occupational Safety and Health Act of 1970, as
           amended (29 U.S.C. Section  651, et seq.), the Hazardous Materials
           Transportation Act, as amended (49 U.S.C. Section  1801, et seq.),
           and all other federal, state and local laws, ordinances,
           regulations, rules, orders, decisions and permits relating to the
           protection of the environment or of human health from environmental
           effects; "Governmental Authority" shall mean any federal, state or
           local governmental office, agency or authority having the duty or
           authority to promulgate, implement or enforce any Environmental Law;
           "Lien" shall mean, with respect to any Property, any mortgage, deed
           of trust, pledge, security interest, lien, encumbrance, penalty,
           fine, charge, assessment, judgment or other liability in, on or
           affecting such Property; and "Release" shall mean any spilling,
           leaking, pumping, pouring, emitting, emptying, discharging,
           injecting, escaping, leaching, dumping, emanating or disposing of
           any Hazardous Substance into the Environment, including, without
           limitation, the abandonment or discard of barrels, containers, tanks
           (including, without limitation, underground storage tanks) or other
           receptacles containing or previously containing any Hazardous
           Substance or any release, emission, discharge or similar term, as
           those terms are defined or used in any Environmental Law.

           (xxviii) Tax Compliance.  Each of the Company, the Operating
           Partnership, the Subsidiaries, and the Predecessor Entities filed
           all


                                     - 16 -


<PAGE>   17




           federal, state, and local income tax returns which have been
           required to be filed and has paid all taxes required to be paid and
           any other assessment, fine or penalty levied against it, to the
           extent that any of the foregoing is due and payable, except, in all
           cases, for any such tax, assessment, fine or penalty that is being
           contested in good faith (except in any case in which the failure to
           so file or pay would not have a Material Adverse Effect).

                (xxix) No Price Manipulation.  Neither the Company nor the
           Operating Partnership, nor any of their trustees, officers or
           controlling persons, has taken or will take, directly or indirectly,
           any action resulting in a violation of Rule 102 of Regulation M
           under the Securities Exchange Act of 1934, as amended (the "1934
           Act"), or designed to cause or result in, or that has constituted or
           that reasonably might be expected to constitute, the stabilization
           or manipulation of the price of any security of the Company to
           facilitate the sale or resale of the Shares.

               (xxx) Individual Materiality of Representations and Warranties.
          With respect to the representations and warranties of the Company and
          the Operating Partnership contained herein that are limited to
          materiality considering the Company, the Operating Partnership, and
          the Subsidiaries as one enterprise, the Company and the Operating
          Partnership have provided the Representatives with written notice of
          any matter or event that would render such representation or warranty
          inaccurate or incomplete if it were given with respect to the Company
          or the Operating Partnership on an individual basis.

               (xxxi) Disclosed Relationships.  No relationship, direct or
          indirect, exists between or among the Company or the Operating
          Partnership on the one hand, and the directors, officers,
          shareholders (in the case of the Company), limited partners (in the
          case of the Operating Partnership), customers or suppliers of the
          Company or the Operating Partnership on the other hand, which is
          required to be described in the Prospectus which is not so described.

               (xxxii) ERISA Compliance.  The Company and the Operating
          Partnership are in compliance in all material respects with all
          presently applicable provisions of the Employee Retirement Income
          Security Act of 1974, as amended, including the regulations and
          published interpretations thereunder ("ERISA"); no "reportable event"
          (as defined in ERISA) has occurred with respect to any "pension plan"
          (as defined in ERISA) for which the Company or the Operating
          Partnership would have any liability; the Company or the Operating
          Partnership has not


                                     - 17 -


<PAGE>   18




          incurred and does not expect to incur liability under (i) Title IV of
          ERISA with respect to termination of, or withdrawal from, any
          "pension plan" or (ii) Sections 412 or 4971 of the Code including the
          regulations and published interpretations thereunder; and each
          "pension plan" for which the Company or the Operating Partnership
          would have any liability that is intended to be qualified under
          Section 401(a) of the Code is so qualified in all material respects
          and nothing has occurred, whether by action or by failure to act,
          which would cause the loss of such qualification, except for such
          noncompliance, reportable events, liabilities, or failures to qualify
          that would not result in a Material Adverse Effect.

               (xxxiii) Record Keeping.  The Company and the Operating
          Partnership and the Predecessor Entities (i) make and keep books and
          records which are accurate in all material respects and (ii) maintain
          internal accounting controls which provide reasonable assurance that
          (A) transactions are executed in accordance with management's
          authorization, (B) transactions are recorded as necessary to permit
          preparation of their financial statements and to maintain
          accountability for their assets, (C) access to their assets is
          permitted only in accordance with management's authorization and (D)
          the reported accountability for their assets is compared with
          existing assets at reasonable intervals.

               (xxxiv) Foreign Corrupt Practices Act.  Neither the Company nor
          the Operating Partnership, nor any director, officer, agent, employee
          or other person associated with or acting on behalf of the Company or
          the Operating Partnership, has used any corporate funds for any
          unlawful contribution, gift, entertainment or other unlawful expense
          relating to political activity; made any direct or indirect unlawful
          payment to any foreign or domestic government official or employee
          from corporate funds; violated or is in violation of any provision of
          the Foreign Corrupt Practices Act of 1977; or made any bribe, rebate,
          payoff, influence payment, kickback or other unlawful payment.

               (xxxv) Representations in Formation Documents.  All of the
          representations and warranties of the Company and the Operating
          Partnership contained in the Formation Documents set forth on
          Schedule 2 hereof are true and correct in all material respects.

               (xxxvi) Americans with Disabilities Act.  The Company, the
          Operating Partnership, any Subsidiary, and any Predecessor Entities
          are currently in substantial compliance with all presently applicable
          provisions of the Americans with Disabilities Act and no failure of
          the Company, the Operating Partnership, any Subsidiary, or any


                                     - 18 -


<PAGE>   19




          Predecessor Entity to comply with all presently applicable provisions
          of the Americans with Disabilities Act would result in a Material
          Adverse Effect.

          (b) Any certificate signed by any officer of the Company or the 
Operating Partnership and delivered to the Representatives or to counsel for the
Underwriters shall be deemed a representation and warranty by such entity to
each Underwriter as to the matters covered thereby.

          Section 2.  Sale and Delivery to Underwriters; Closing.

          (a) Initial Shares.  On the basis of the representations and 
warranties herein contained and subject to the terms and conditions herein set 
forth, the Company agrees to sell to each Underwriter, severally and not 
jointly, and each Underwriter, severally and not jointly, agrees to purchase 
from the Company, at the price per share set forth in the Pricing Agreement, 
the number of Initial Shares set forth in Schedule A hereto opposite the name 
of such Underwriter (except as otherwise provided in the Pricing Agreement), 
plus any additional number of Initial Shares which such Underwriter may become 
obligated to purchase pursuant to Section 10 hereof.

          If the Company has elected not to rely upon Rule 430A under the 1933 
Act Regulations, the initial public offering price and the purchase price per 
share to be paid by the several Underwriters for the Shares have each been 
determined and set forth in the Pricing Agreement, dated the date hereof, and 
an amendment to the Registration Statement and the Prospectus reflecting such 
information will be filed before the Registration Statement becomes effective.

          If the Company has elected to rely upon Rule 430A under the 1933 Act
Regulations, the purchase price per share to be paid by the several
Underwriters for the Shares shall be an amount equal to the initial public
offering price, less an amount per share to be determined by agreement among
the Representatives and the Company.  The initial public offering price per
share of the Shares shall be a fixed price to be determined by agreement among
the Representatives and the Company.  The initial public offering price and the
purchase price, when so determined, shall be set forth in the Pricing
Agreement.  In the event that such prices have not been agreed upon and the
Pricing Agreement has not been executed and delivered by all parties thereto by
the close of business on the fourth business day following the date of this
Agreement, this Agreement shall terminate forthwith, without liability of any
party to any other party, unless otherwise agreed to by the Company and the
Representatives.

          (b) Option Shares.  In addition, on the basis of the representations 
and warranties herein contained and subject to the terms and conditions herein 
set forth, the Company hereby grants an option to the Underwriters, severally 
and not 


                                    - 19 -
<PAGE>   20


jointly, to purchase up to an additional 2,250,000 Option Shares at the
price per share set forth in the Pricing Agreement.  The option hereby granted
will expire 30 days after the date hereof (or, if the Company has elected to
rely upon Rule 430A under the 1933 Act Regulations, 30 days after the
Representation Date) and may be exercised in whole or in part from time to time
only for the purpose of covering over-allotments which may be made in
connection with the offering and distribution of the Initial Shares upon notice
by the Representatives to the Company setting forth the number of Option Shares
as to which the several Underwriters are then exercising the option and the
time, date and place of payment and delivery for such Option Shares.  Any such
time and date of delivery (a "Date of Delivery") shall be determined by the
Representatives but shall not be later than seven full business days after the
exercise of said option, nor in any event prior to the Closing Time, as
hereinafter defined, unless otherwise agreed upon by the Representatives and
the Company.  If the option is exercised as to all or any portion of the Option
Shares, the Option Shares shall be purchased by the Underwriters, severally and
not jointly, in proportion to their respective Initial Share underwriting
obligations as set forth in Schedule A hereto (except as may be otherwise
provided in the Pricing Agreement).

     (c) Payment and Denominations.  Payment of the purchase price for and
delivery of certificates for the Initial Shares shall be made at the offices of
Hogan & Hartson L.L.P., 555 Thirteenth Street, N.W., Washington, DC  20004, or
at such other place as shall be agreed upon by the Representatives and the
Company, at 10:00 a.m. on the third business day (or, if pricing takes place
after 4:30 p.m., on the fourth business day) following the date the
Registration Statement becomes effective, or such other time as shall be agreed
upon by the Representatives and the Company (such time and date of payment and
delivery being herein called the "Closing Time").  In addition, in the event
that any or all of the Option Shares are purchased by the Underwriters, payment
of the purchase price for and the delivery of such Option Shares shall be made
at the above-mentioned offices of Hogan & Hartson L.L.P., or at such other
place as shall be mutually agreed upon by the Representatives and the Company,
on each Date of Delivery as specified in the notice from the Representatives to
the Company.  Payment shall be made to the Company by certified or official
bank check or checks in New York Clearing House or similar next day funds
payable to the order of the Company, against delivery to the Representatives
for the respective accounts of the Underwriters of certificates for the Shares
to be purchased by them.  The certificates for the Initial Shares and the
Option Shares shall be in such authorized denominations and registered in such
names as the Representatives may request in writing at least two business days
before the Closing Time or each Date of Delivery, as the case may be.  It is
understood that each Underwriter has authorized the Representatives, for its
account, to accept delivery of, receipt for, and make payment of the purchase
price for, the Shares which it has agreed to purchase.  Merrill Lynch,
individually and not as Representatives of the Underwriters, may


                                     - 20 -


<PAGE>   21




(but shall not be obligated to) make payment of the purchase price for the
Shares to be purchased by any Underwriter whose check has not been received by
the Closing Time, but such payment shall not relieve such Underwriter from its
obligations hereunder.  The certificates for the Initial Shares and the Option
Shares will be made available for examination and packaging by the
Representatives not later than 10:00 a.m. on the last business day prior to the
Closing Time or each Date of Delivery, as the case may be.

     Section 3.  Covenants of the Company and the Operating Partnership.  Each
of the Company and the Operating Partnership covenants with each Underwriter as
follows:

     (a) Compliance with Securities Regulations and Commission Requests.  The
Company will use its best efforts to cause the Registration Statement to become
effective as promptly as possible and will notify the Representatives
immediately, and confirm the notice in writing, (i) of the effectiveness of the
Registration Statement and any amendment thereto (including any post-effective
amendment), (ii) of the receipt of any comments from the Commission, (iii) of
any request by the Commission for any amendment to the Registration Statement
or any amendment or supplement to the Prospectus or for additional information,
and (iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose.  The Company will make every reasonable effort to
prevent the issuance of any such stop order and, if any stop order is issued,
to obtain the lifting thereof at the earliest possible moment.

     (b) Filing of Amendments.  The Company will give the Representatives
notice of its intention to file or prepare any amendment to the Registration
Statement (including any post-effective amendment) or any amendment or
supplement to the Prospectus (including any revised prospectus that the Company
proposes for use by the Underwriters in connection with the offering of the
Shares that differs from the prospectus on file at the Commission at the time
the Registration Statement becomes effective, whether or not such revised
prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act
Regulations), will furnish the Representatives with copies of any such
amendment or supplement a reasonable amount of time prior to such proposed
filing or use, as the case may be, and will not file any such amendment or
supplement or use any such prospectus to which the Representatives or counsel
for the Underwriters shall reasonably object.

     (c) Delivery in Registration Statements.  The Company will deliver to the
Representatives, as soon as available, as many signed copies of the
Registration Statement as originally filed and of each amendment thereto
(including exhibits filed therewith or incorporated by reference therein) as
the


                                     - 21 -


<PAGE>   22




Representatives may reasonably request and will also deliver to the
Representatives as many conformed copies of the Registration Statement as
originally filed and of each amendment thereto (excluding exhibits) as the
Representatives may reasonably request.

     (d) Delivery of Prospectuses.  The Company will furnish to each
Underwriter, from time to time during the period when the Prospectus is
required to be delivered under the 1933 Act or the 1934 Act, such number of
copies of the Prospectus (as amended or supplemented) as such Underwriter may
reasonably request for the purposes contemplated by the 1933 Act or the 1934
Act or the respective applicable rules and regulations of the Commission
thereunder.

     (e) Continued Compliance with Securities Laws.  If any event shall occur
as a result of which it is necessary, in the reasonable opinion of counsel for
the Underwriters, to amend or supplement the Prospectus in order to make the
Prospectus not contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light
of the circumstances existing at the time it is delivered to a purchaser, not
misleading, or in order to otherwise comply with the 1933 Act or the 1934 Act,
the Company will forthwith prepare an amendment of or supplement to the
Prospectus (in form and substance reasonably satisfactory to counsel for the
Underwriters) which will amend or supplement the Prospectus so that it will not
contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances existing at the time it is delivered to a purchaser, not
misleading, and the Company will furnish to the Underwriters a reasonable
number of copies of such amendment or supplement.

     (f) Blue Sky Qualifications.  The Company will endeavor, in cooperation
with the Underwriters, to qualify the Shares for offering and sale under the
applicable securities laws and real estate syndication laws of such states and
other jurisdictions of the United States as the Representatives may designate;
provided, however, that the Company shall not be obligated to (i) file any
general consent to service of process, (ii) qualify as a foreign corporation in
any jurisdiction in which it is not so qualified or (iii) take any action that
would subject it to income taxation in any such jurisdiction.  In each
jurisdiction in which the Shares have been so qualified, the Company will file
such statements and reports as may be required by the laws of such jurisdiction
to continue such qualification in effect for a period of not less than one year
from the effective date of the Registration Statement.

     (g) Earnings Statement.  The Company will make generally available to its
security holders as soon as practicable, but not later than 90 days after the
close of the period covered thereby, an earnings statement (in form complying
with the provisions of Rule 158 of the 1933 Act Regulations) covering a


                                     - 22 -


<PAGE>   23




12-month period beginning not later than the first day of the Company's fiscal
quarter next following the "effective date" (as defined in such Rule 158) of
the Registration Statement.

     (h) Use of Proceeds.  The Company will use the net proceeds received by it
from the sale of the Shares in the manner specified in the Prospectus under the
caption "Use of Proceeds."

     (i) Listing.  The Company will use its reasonable best efforts to effect
the listing of the Shares on the New York Stock Exchange.

     (j) Restriction on Sale of Securities.  During the period from the date of
the Pricing Agreement until 365 days after the Closing Time, the Company and
the Operating Partnership will not, without the prior written consent of the
Representatives, which will not be unreasonably withheld, directly or
indirectly, sell, offer to sell, grant any option for the sale of, or otherwise
dispose of, any Common Shares or Units (except for Units issued in connection
with the acquisition directly or indirectly of Properties) or any other
security convertible into or exchangeable into or exercisable for the Common
Shares, otherwise than (i) in accordance with this Agreement, (ii) in
connection with the employee benefit plans, dividend reinvestment plans and
employee and trustee share option plans which are filed as exhibits to the
Registration Statement, (iii) Common Shares issued upon redemption of Units
(provided the recipients remain subject to the lock-up provisions contained in
the [Registration Rights Agreement]), or (iv) as contemplated in the
Prospectus.

     (k) Lock-Up Agreements.  The Company and the Operating Partnership will
cause, or have caused, each person or entity who will hold Common Shares (other
than the Shares) or Units at the Closing Time to enter into agreements
substantially in the form of Exhibit C hereto (the "Lock-Up Agreements"), and
each of the Company and the Operating Partnership acknowledges that the
Representatives are intended third party beneficiaries of such agreements as
contemplated thereby.

     (l) REIT Qualification.  The Company will use its reasonable best efforts
to meet the requirements to qualify, effective first for the fiscal year ending
December 31, 1997, as a "real estate investment trust" under the Code.

     (m) Amendments to Prospectus.  If, at the time that the Registration
Statement becomes effective, any information shall have been omitted therefrom
in reliance upon Rule 430A of the 1933 Act Regulations, then immediately
following the execution of the Pricing Agreement, the Company will prepare and
file or transmit for filing with the Commission, in accordance with such Rule
430A and Rule 424(b) of the 1933 Act Regulations, copies of an amended
Prospectus, or, if


                                     - 23 -


<PAGE>   24




required by such Rule 430A, a post-effective amendment to the Registration
Statement (including an amended Prospectus), containing all information so
omitted.

     (n) Form SR Reports.  The Company will file with the Commission such
reports on Form SR as may be required pursuant to Rule 463 of the 1933 Act
Regulations and will provide the Representatives with copies of such reports as
soon as practicable after the filing thereof.

     (o) Price Stabilization or Manipulation.  Except for the authorization of
actions permitted to be taken by the Underwriters as contemplated herein or in
the Prospectus, neither the Company nor the Operating Partnership will (i)
take, directly or indirectly, any action designed to cause or to result in, or
that might reasonably be expected to constitute, the stabilization or
manipulation of the price of any security of the Company to facilitate the sale
or resale of the Shares, (ii) sell, bid for or purchase the Shares or pay any
person any compensation for soliciting purchases of the Shares or (iii) pay or
agree to pay to any person any compensation for soliciting another to purchase
any other securities of the Company.

     (p) Reports to Representatives.  During the period from the Closing Time
until five years after the Closing Time, the Company will deliver to the
Representatives, (i) promptly upon their becoming available, copies of all
current, regular and periodic reports of the Company mailed to its shareholders
or filed with any securities exchange or with the Commission or any
governmental authority succeeding to any of the Commission's functions, and
(ii) such other information concerning the Company, the Operating Partnership,
any Subsidiary or any Predecessor Entity as the Representatives may reasonably
request.

     (q) Accuracy of Representations.  Prior to the Closing Time, the Company
and the Operating Partnership will notify the Representatives in writing
immediately if (i) any event occurs that renders any of the representations and
warranties of the Company and the Operating Partnership contained herein
inaccurate or incomplete in any respect, or (ii) with respect to the
representations and warranties of the Company and the Operating Partnership
contained herein that are limited to materiality considering the Company, the
Operating Partnership, the Subsidiaries and the Predecessors Entities as one
enterprise, any matter or event occurs that would render such representation or
warranty inaccurate or incomplete if it were given with respect to the Company,
the Operating Partnership, or any Predecessor Entity on an individual basis.

     (r) Obligations under Formation Documents.  Subject to the terms thereof,
the Company and the Operating Partnership will do and perform their respective
obligations under the Formation Documents to which they are parties to


                                     - 24 -


<PAGE>   25




the extent required to consummate the transactions contemplated thereby and all
things required to be done or performed prior to the Closing Time pursuant to
this Agreement.

     Section 4.  Payment of Fees and Expenses.

     (a) Expenses.  The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including the
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the preparation, printing, and delivery of the Prospectus, this
Agreement, the Pricing Agreement and such other documents as may be required in
connection with the offering, purchase, sale, issuance or delivery of the
Shares, (iii) the preparation, issuance and delivery of the certificates for
the Shares to the Underwriters including any transfer taxes and any stamp or
other duties payable upon the sale issuance or delivery of the Shares, (iv) the
fees and disbursements of the Company's counsel, accountants, and other
advisors or agents (including transfer agents and registrars), (v) the
qualification of the Shares under state securities laws and real estate
syndication laws in accordance with the provisions of Section 3(f) hereof,
including filing fees and the fees and disbursements of counsel for the
Underwriters in connection therewith and in connection with the preparation,
printing and delivery of the Blue Sky Memorandum, and any amendment thereto,
(vi) the printing and delivery to the Underwriters of copies of the
Registration Statement as originally filed and of each amendment thereto, of
the preliminary prospectuses, and of the Prospectus and any amendments or
supplements thereto, (vii) the fee of the National Association of Securities
Dealers, Inc. (the "NASD"), including the fees and disbursements of counsel for
the Underwriters in connection with the NASD's review of the terms of the
proposed public offering of the Shares, (viii) the fees and expenses incurred
in connection with the listing of the Common Shares on the New York Stock
Exchange, including filing and listing fees, and (ix) fees and disbursements of
counsel for the Underwriters in connection with matters related to Shares that
are designated by the Company for sale to employees and others.

     (b) Termination of the Agreement.  If this Agreement is canceled or
terminated by the Representatives in accordance with the provisions of Section
5 or Section 9(a)(i) hereof, the Company also shall reimburse the Underwriters
for all of their out-of-pocket expenses, including the reasonable fees and
disbursements of counsel for the Underwriters.

     Section 5.  Conditions of Underwriters' Obligations.  The obligations of
the Underwriters hereunder are subject to the accuracy, as of the date hereof
and at the Closing Time or Date of Delivery, of the representations and
warranties of the Company and the Operating Partnership herein contained, to
the performance by


                                     - 25 -


<PAGE>   26




the Company and the Operating Partnership of their respective obligations
hereunder, and to the following further conditions:

     (a) Effectiveness of Registration Statement.  The Registration Statement
shall have become effective not later than 5:30 p.m. on the date hereof, or
with the consent of the Representatives, at a later time and date, not later,
however, than 5:30 p.m. on the first business day following the date hereof, or
at such later time and date as may be approved by a majority in interest of the
Underwriters; and at the Closing Time or Date of Delivery no stop order
suspending the effectiveness of the Registration Statement shall have been
issued under the 1933 Act or proceedings therefor initiated or threatened by
the Commission.  If the Company has elected to rely upon Rule 430A of the 1933
Act Regulations, the price of the Shares and any price-related information
previously omitted from the effective Registration Statement pursuant to such
Rule 430A shall have been transmitted to the Commission for filing pursuant to
Rule 424(b) of the 1933 Act Regulations within the prescribed time period, and
prior to the Closing Time the Company shall have provided evidence satisfactory
to the Representatives of such timely filing, or a post-effective amendment
providing such information shall have been promptly filed and declared
effective in accordance with the requirements of Rule 430A of the 1933 Act
Regulations.

     (b) Opinion of Counsel for Company.  At the Closing Time, the
Representatives shall have received the favorable opinion, dated as of the
Closing Time, of Rosenberg & Liebentritt, P.C., counsel for each of the
Company, the Operating Partnership, the Subsidiaries, and the Predecessor
Entities, in form and substance satisfactory to counsel for the Underwriters,
together with signed or reproduced copies of such letter for each of the other
Underwriters, to the effect set forth in Exhibit B hereto and to such further
effect as counsel to the Underwriters may reasonably request.

     (c) Opinion of Counsel for Underwriters.  At the Closing Time the
Representatives shall have received the favorable opinion, dated as of the
Closing Time, of Hogan & Hartson, counsel for the Underwriters, with respect to
the matters set forth in Items (1) (first sentence only), (2) (first sentence
only), (6), (10) (with respect to this Agreement and the Pricing Agreement
only), (15) and (16) of Exhibit B hereto and a statement similar to the
statement referred to in the penultimate paragraph of Exhibit B hereto.  In
giving its opinion, Hogan & Hartson may rely, (A) as to all matters of fact,
upon certificates and written statements of officers and employees of and
accountants for each of the Company, the Operating Partnership, the
Subsidiaries or the Predecessor Entities, (B) as to the qualification and good
standing of each of the Company, the Operating Partnership, the Subsidiaries or
Predecessor Entities to do business in any state or jurisdiction, upon
certificates of appropriate government officials or opinions of counsel in such
jurisdictions, which opinions shall be in form and substance reasonably
satisfactory


                                     - 26 -


<PAGE>   27




to counsel for the Underwriters, and (C) as to certain matters of law, upon the
opinion of Rosenberg & Liebentritt given pursuant to Section 5(b) above.

     (d) Accuracy of Registration Statement and Prospectus.  At the Closing
Time, (i) the Registration Statement and the Prospectus shall contain all
statements that are required to be stated therein in accordance with the 1933
Act and the 1933 Act Regulations and in all material respects shall conform to
the requirements of the 1933 Act and the 1933 Act Regulations, and neither the
Registration Statement nor the Prospectus shall contain any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and no
action, suit or proceeding at law or in equity shall be pending or, to the
knowledge of the Company or the Operating Partnership, threatened against such
entity or any Property which would be required to be set forth in the
Prospectus other than as set forth therein, (ii) there shall not have been,
since the respective dates as of which information is given in the Prospectus,
any Material Adverse Change, (iii) no proceedings shall be pending or, to the
knowledge of the Company or the Operating Partnership, threatened against such
entity, any Subsidiary or any Predecessor Entity before or by any federal,
state or other commission, board or administrative agency wherein an
unfavorable decision, ruling or finding might result in any Material Adverse
Change, other than as set forth in the Prospectus, (iv) no stop order
suspending the effectiveness of the Registration Statement or any part thereof
has been issued and no proceedings for that purpose have been instituted or, to
the knowledge of the Company or the Operating Partnership, threatened by the
Commission or by the state securities authority of any jurisdiction, and (v)
the Representatives shall have received, at the Closing Time, a Certificate of
the Chief Executive Officer or the President of the Company and the Operating
Partnership, and the chief financial or chief accounting officer of each such
entity, dated as of the Closing Time, evidencing compliance with the provisions
of this subsection (d), stating that the representations and warranties set
forth in Section 1(a) hereof are accurate as though expressly made at and as of
the Closing Time, and stating that the conditions precedent set forth in this
Section 5 have been satisfied or waived.

     (e) Accountant's Comfort Letter.  At the time of execution of this
Agreement, the Representatives shall have received from Ernst & Young a letter
dated such date, in form and substance satisfactory to the Representatives, to
the effect that: (i) they are independent public accountants with respect to
the Company and Equity Office Predecessors (as defined in the financial
statements included in the Registration Statement) as required by the 1933 Act
and the 1933 Act Regulations; (ii) it is their opinion that the financial
statements and supporting schedules included in the Registration Statement and
covered by their opinions therein comply as to form in all material respects
with the applicable accounting requirements of the 1933 Act and the 1933 Act
Regulations; (iii) they have performed limited procedures, not constituting an
audit, including a reading of the


                                     - 27 -


<PAGE>   28




latest available interim financial statements of the Company and the Equity
Office Predecessors, a reading of the minute books of the Company, inquiries of
officials of the Company responsible for financial and accounting matters and
such other inquiries and procedures as may be specified in such letter, and on
the basis of such limited procedures nothing came to their attention that
caused them to believe that (A) the unaudited financial statements and
supporting schedules of the Equity Office Predecessors included in the
Registration Statement do not comply as to form in all material respects with
the applicable accounting requirements of the 1933 Act and the 1933 Act
Regulations or are not in conformity with generally accepted accounting
principles applied on a basis substantially consistent with that of the audited
financial statements included in the Registration Statement, (B) the unaudited
operating data and balance sheet data of the Company and the Equity Office
Predecessor, set forth in the Prospectus under the caption "Selected Combined
Financial Data" were not determined on a basis substantially consistent with
that used in determining the corresponding amounts in the audited financial
statements included in the Registration Statement, (C) the necessary pro forma
financial information included in the Registration Statement was not prepared
in accordance with the applicable accounting requirements of the 1933 Act and
the 1933 Act Regulations with respect to pro forma financial information or was
not determined on a basis substantially consistent with that of the audited
financial statements included in the Registration Statement or that the pro
forma adjustments have not been properly applied to the historical amounts in
the compilation of such information or (D) at a specified date not more than
five days prior to the date of this Agreement, there has been any change in the
partners' and owners' equity (deficit) of the Equity Office Predecessors or any
increase in notes payable of the Equity Office Predecessors, as compared with
the amounts shown in the March 31, 1997 balance sheet of the Company included
in the Registration Statement or, during the period from March 31, 1997 to a
specified date not more than five days prior to the date of this Agreement,
there were any decreases, as compared with the corresponding period in the
preceding year, in combined total revenues of the Equity Office Predecessors
except in all instances for changes, increases or decreases which the
Registration Statement and the Prospectus disclose have occurred or may occur
or as may be specified in such letter; and (iv) in addition to the examination
referred to in their opinions and the limited procedures referred to in clause
(iii) above, they have carried out certain specified procedures, not
constituting an audit, with respect to certain amounts, percentages and
financial and statistical information which are included in the Registration
Statement and Prospectus and which are specified by the Representatives, and
have found such amounts, percentages and financial and statistical information
to be in agreement with the relevant accounting, financial and other records of
the Company identified in such letter.  Any exception will be identified in
such letter.

     (f) Accountant's Letter at Closing Time.  At the Closing Time, the
Representatives shall have received from Ernst & Young a letter dated as of the


                                     - 28 -


<PAGE>   29




Closing Time to the effect that they reaffirm the statements made in the letter
furnished pursuant to subsection (e) of this Section 5, except that the
"specified date" referred to shall be a date not more than five days prior to
the Closing Time and, if the Company has elected to rely upon Rule 430A of the
1933 Act Regulations, to the further effect that they have carried out
procedures as specified in clause (iv) of subsection (d) of this Section 5 with
respect to certain amounts, percentages and financial information specified by
the Representatives and deemed to be a part of the Registration Statement
pursuant to Rule 430A(b) and have found such amounts, percentages and financial
information to be in agreement with the records specified in such clause (iv).
Any exception will be identified in such letter.

     (g) Additional Documents.  At the Closing Time, counsel for the
Underwriters shall have been furnished with such documents and opinions as they
may reasonably require for the purpose of enabling them to pass upon the
issuance and sale of the Shares as herein contemplated and related proceedings,
or in order to evidence the accuracy of any of the representations or
warranties, or the fulfillment of any of the conditions, herein contained, and
all proceedings taken by the Company in connection with the issuance and sale
of the Shares as herein contemplated shall be satisfactory in form and
substance to the Representatives and counsel for the Underwriters.

     (h) Approval of Listing.  At or prior to the Closing Time, the Common
Shares shall have been duly listed, subject to official notice of issuance, on
the New York Stock Exchange.

     (i) No Objection.  At or prior to the Closing Time, the NASD has confirmed
that it has not raised any objection with respect to the fairness and
reasonableness of the underwriting terms and arrangements.

     (j) Lock-Up Agreements.  At the date of this Agreement, the
Representatives shall have received Lock-Up Agreements substantially in the
form of Exhibit C hereto from each person or entity who will hold Common Shares
(other than the Shares) or Units at the Closing Time.

     (k) Consents to Consolidation.  At or prior to the Closing Time, all
necessary consents to the Consolidation (including the transactions
contemplated by the Memorandum) shall have been obtained.

     (l) Closing of Consolidation.  At or prior to the Closing Time, the
closing of the Consolidation and the contribution by the Predecessor Entities
to the Operating Partnership of their interests in the Properties and the
Management Business shall have occurred.

     (m) Over-Allotment Option.  In the event the Underwriters exercise their
option provided in Section 2(b) hereof to purchase all or any portion of the


                                     - 29 -


<PAGE>   30




Option Shares, the representations and warranties of the Company and the
Operating Partnership contained herein and the statements in any certificates
furnished by the Company and the Operating Partnership hereunder shall be true
and correct as of each Date of Delivery, and the Representatives shall have
received:

                 (i) A certificate of the Chief Executive Officer or the
            President of the Company and the Operating Partnership and the
            chief financial or chief accounting officer of each such entity,
            dated such Date of Delivery, confirming that the certificate
            delivered at the Closing Time pursuant to Section 5(d) hereof
            remains true and correct as of such Date of Delivery.

                 (ii) The favorable opinion of Rosenberg & Liebentritt, P.C.
            counsel for each of the Company and the Operating Partnership, in
            form and substance satisfactory to counsel for such Underwriters,
            dated such Date of Delivery, relating to the Option Shares and
            otherwise to the same effect as the opinion and statement required
            by Section 5(b) hereof.

                 (iii) The favorable opinion of Hogan & Hartson, counsel for
            the Underwriters, dated such Date of Delivery, relating to the
            Option Shares and otherwise to the same effect as the opinion and
            statement required by Section 5(c) hereof.

                 (iv) A letter from Ernst & Young, in form and substance
            satisfactory to the Representatives, dated such Date of Delivery,
            substantially the same in scope and substance as the letter
            furnished to the Representatives pursuant to Section 5(f) hereof,
            except that the "specified date" in the letter furnished pursuant
            to this Section 5(m)(iv) shall be a date not more than five days
            prior to such Date of Delivery.

            (n) Termination of Agreement.  If any condition specified in this 
Section 5 shall not have been fulfilled when and as required to be fulfilled, 
this Agreement may be terminated by the Representatives by notice to the 
Company at any time at or prior to the Closing Time or Date of Delivery, and 
such termination shall be without liability of any party to any other party 
except as provided in Section 4 hereof.

            Section 6.  Indemnification.

            (a) Indemnification of Underwriters.  Each of the Company and the
Operating Partnership agrees, jointly and severally, to indemnify and hold
harmless each Underwriter and each person, if any, who controls any Underwriter


                                     - 30 -


<PAGE>   31




within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act,
and any director, officer, employee or affiliate thereof, as follows:

                 (i) against any and all loss, liability, claim, damage and
            expense whatsoever, as incurred, arising out of any untrue
            statement or alleged untrue statement of a material fact contained
            in the Registration Statement (or any amendment thereto), including
            the information deemed to be part of the Registration Statement
            pursuant to Rule 430A(b) of the 1933 Act Regulations, if
            applicable, or the omission or alleged omission therefrom of a
            material fact required to be stated therein or necessary to make
            the statements therein not misleading or arising out of any untrue
            statement or alleged untrue statement of a material fact contained
            in any preliminary prospectus or the Prospectus (or any amendment
            or supplement thereto) or the omission or alleged omission
            therefrom of a material fact necessary in order to make the
            statements therein, in the light of the circumstances under which
            they were made, not misleading; provided, however, that neither the
            Company nor the Operating Partnership shall be required under this
            subsection (i) to indemnify any Underwriter with respect to any
            loss, liability, claim, damage or expense to the extent such loss,
            liability, claim, damage or expense arises out of any untrue
            statement or omission or alleged untrue statement or omission made
            in reliance upon and in conformity with written information
            furnished to the Company by any Underwriter, or concerning such
            Underwriter furnished to the Company through the Representatives by
            or on behalf of any Underwriter, expressly for use in the
            Registration Statement (or any amendment thereto) or the Prospectus
            (or any amendment or supplement thereto).

                 (ii) against any and all loss, liability, claim, damage and
            expense whatsoever, as incurred, arising out of the Consolidation
            (including the transactions contemplated by the Memorandum) or the
            performance by any Representatives in any capacity of services in
            connection therewith; provided, however, that neither the Company
            nor the Operating Partnership shall be required under this
            subsection (ii) to indemnify any Underwriter with respect to any
            loss, liability, claim, damage or expense to the extent that such
            loss, liability, claim, damage or expense is found in a final
            judgment by a court of competent jurisdiction to have resulted from
            such Underwriter's bad faith or gross negligence in performing the
            services described above;

                 (iii) against any and all loss, liability, claim, damage and
            expense whatsoever, as incurred, to the extent of the aggregate


                                     - 31 -


<PAGE>   32




            amount paid in settlement of any litigation or of any investigation
            or proceeding by any governmental agency or body, commenced or
            threatened, or of any claim whatsoever for which indemnification is
            provided under subsection (i) or (ii) above, if such settlement is
            effected with the written consent of the Company and the Operating
            Partnership; and

                 (iv) against any and all expense whatsoever (including,
            without limitation, the fees and disbursements of counsel chosen by
            the Representatives) reasonably incurred in investigating,
            preparing or defending against any litigation, or any investigation
            or proceedings by any governmental agency or body, commenced or
            threatened, or any claim whatsoever for which indemnification is
            provided under subsection (i) or (ii) above, to the extent that any
            such expense is not paid under subsection (i), (ii) or (iii) above.

            (b) Indemnification of Company, Directors, and Officers.  Each 
Underwriter severally agrees to indemnify and hold harmless the Company and the
Operating Partnership, and each person, if any, who controls the Company or 
the Operating Partnership within the meaning of Section 15 of the 1933 Act or 
Section 20 of the 1934 Act, and any trustee, officer, employee or affiliate 
thereof, against any and all loss, liability, claim, damage and expense 
described in the indemnity contained in subsections (a)(i), (iii) and (iv) of \
this Section 6, as incurred, but only with respect to untrue statements or 
omissions, or alleged untrue statements or omissions, made in the Registration 
Statement (or any amendment thereto) or any preliminary prospectus or the 
Prospectus (or any amendment or supplement thereto) in reliance upon and in 
conformity with written information furnished to the Company by any 
Underwriter, or concerning such Underwriter furnished to the Company through 
the Representatives by or on behalf of any Underwriter, expressly for use in 
the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto).  The Company acknowledges that the
statements set forth in the last paragraph of the cover page, in the paragraph
regarding stabilization on the inside cover page and in the first, third and
sixth paragraphs under the caption "Underwriting" in the Prospectus constitute
the only information furnished in writing by or on behalf of any Underwriter
expressly for use in the Registration Statement (or any amendment thereto) or
the Prospectus (or any amendment or supplement thereto).

            (c) Actions against Parties; Notification.  Each indemnified party 
shall give notice as promptly as reasonably practicable to each indemnifying 
party of any action commenced against it in respect of which indemnity may be 
sought hereunder, but failure to so notify an indemnifying party shall not 
relieve such indemnifying party from any liability hereunder to the extent it 
is not materially prejudiced as a result thereof and in any event shall not 
relieve it from any liability


                                     - 32 -

<PAGE>   33




which it may have otherwise than on account of this indemnity agreement.  In
the case of parties indemnified pursuant to Section 6(a) above, counsel to the
indemnified parties shall be selected by Merrill Lynch, and, in the case of
parties indemnified pursuant to Section 6(b) above, counsel to the indemnified
parties shall be selected by the Company.  An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party.  In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances.  No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 or Section
7 hereof (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.

     (d) Settlement without Consent if Failure to Reimburse.  If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

     Section 7.  Contribution.  In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 6 hereof is for any reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms, the Company and the
Operating Partnership, on the one hand, and the Underwriters, on the other,
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by said indemnity agreement incurred by the
Company and the Operating Partnership and the Underwriters, as incurred, in
such proportions that the Underwriters are responsible for that portion
represented by the


                                     - 33 -


<PAGE>   34




percentage that the underwriting discount appearing on the cover page of the
Prospectus bears to the initial public offering price appearing thereon and the
Company and the Operating Partnership are responsible for the balance;
provided, however, that no person guilty of fraudulent misrepresentation
(within the meaning of section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  For purposes of this Section, each person, if any, who
controls an Underwriter within the meaning of Section 15 of the 1933 Act shall
have the same rights to contribution as such Underwriter, and each trustee of
the Company, each officer of the Company who signed the Registration Statement,
and each person, if any, who controls the Company or the Operating Partnership
within the meaning of Section 15 of the 1933 Act shall have the same rights to
contribution as the Company and the Operating Partnership.

     The Underwriters' obligations to contribute pursuant to this Section 7 are
several in proportion to their respective underwriting commitments and not
joint.  For purposes of this Section 7, the Company and the Operating
Partnership shall be deemed one party and jointly and severally liable for any
obligations hereunder.

     Section 8.  Representations, Warranties and Agreements to Survive
Delivery.  All representations, warranties and agreements contained in this
Agreement and the Pricing Agreement, or contained in certificates of officers
of the Company or the Operating Partnership submitted pursuant hereto, shall
remain operative and in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or any controlling person, or by or on
behalf of the Company or the Operating Partnership, and shall survive delivery
of the Shares to the Underwriters.

     Section 9.  Termination of Agreement.

     (a) The Representatives may terminate this Agreement, by notice to the
Company, at any time at or prior to the Closing Time or Date of Delivery, (i)
if there has been, since the date of this Agreement or since the respective
dates as of which information is given in the Prospectus, any Material Adverse
Change, (ii) if there has occurred any material adverse change in the financial
markets in the United States or any outbreak of hostilities or escalation
thereof or other calamity or crisis or any change or development involving a
prospective change in national or international political, financial, or
economic conditions in each case, the effect of which is such as to make it, in
the Representatives' reasonable judgment, impracticable to market the Shares or
enforce contracts for the sale of the Shares, (iii) if trading in the Common
Shares has been suspended by the Commission or the New York Stock Exchange, or
if trading generally on the New York Stock Exchange, the American Stock
Exchange or the NASDAQ Stock Market has been


                                     - 34 -

<PAGE>   35




suspended, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices have been required, by either of said exchanges or by such
system or by order of the Commission, the NASD or any other governmental
authority, or (iv) if a banking moratorium has been declared by either federal,
New York or Maryland authorities, or (v) pursuant to Section 10(b) below.

            (b) If this Agreement is terminated pursuant to this Section 9, such
termination shall be without liability of any party to any other party except
as provided in Sections 4 and 10 hereof and provided further that Sections 1,
4, 6, 7, and 8 hereof shall survive such termination and remain in full force
and effect.

            Section 10.  Default by One or More of the Underwriters.  If one 
or more of the Underwriters shall fail at the Closing Time to purchase
the Shares which it or they are obligated to purchase under this Agreement and
the Pricing Agreement (the "Defaulted Shares"), the Representatives shall have
the right, within 24 hours thereafter, to make arrangements for one or more of
the non-defaulting Underwriters, or any other underwriters, to purchase all,
but not less than all, of the Defaulted Shares in such amounts as may be agreed
upon and upon the terms herein set forth; if, however, the Representatives
shall not have completed such arrangements within such 24-hour period, then:

                 (a) if the number or aggregate principal amount, as the case
            may be, of Defaulted Shares does not exceed 10% of the number of
            aggregate principal amount, as the case may be, of Shares to be
            purchased on such date pursuant to this Agreement, the
            non-defaulting Underwriters shall be obligated, severally and not
            jointly, to purchase the full amount thereof in the proportions
            that their respective underwriting obligations under the Agreement
            bear to the underwriting obligations of all non-defaulting
            Underwriters.

                 (b) if the number or aggregate principal amount, as the case
            may be, of Defaulted Shares exceeds 10% of the number or aggregate
            principal amount, as the case may be, of Shares to be purchased on
            such date pursuant to this Agreement, such Agreement (or, with
            respect to the Underwriters' exercise of any applicable
            over-allotment option for the purchase of Option Shares on a Date
            of Delivery after the Closing Time, the obligations of the
            Underwriters to purchase, and the Company to sell, such Option
            Shares on such Date of Delivery) shall terminate without liability
            on the part of any non-defaulting Underwriter.

            No action taken pursuant to this Section 10 shall relieve any 
defaulting Underwriter from liability in respect of its default.


                                     - 35 -



<PAGE>   36




     In the event of any such default which does not result in (i) a
termination of this Agreement or (ii) in the case of a Date of Delivery after
the Closing Time, a termination of the obligations of the Underwriters and the
Company with respect to the related Option Shares, as the case may be, either
the Representatives and the Company shall have the right to postpone the
Closing Time or the relevant Date of Delivery, as the case may be for a period
not exceeding seven days in order to effect any required changes in the
Registration Statement or Prospectus or in any other documents or arrangements.

     Section 11.  Notices.  All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication.  Notices to the
Underwriters shall be directed to the Representatives c/o Merrill Lynch at
Merrill Lynch World Headquarters, North Tower, World Financial Center, New
York, New York 10281-1305, attention of Michael Berman, Director; notices to
either the Company or the Operating Partnership shall be directed to it at Two
North Riverside Plaza, Suite 2200, Chicago, IL 60606, attention of Stanley M.
Stevens, Chief Legal Counsel.

     Section 12.  Parties.  This Agreement and the Pricing Agreement shall each
inure to the benefit of and be binding upon the parties hereto and thereto and
their respective successors.  Nothing expressed or mentioned in this Agreement
or the Pricing Agreement is intended or shall be construed to give any person,
firm or corporation, other than the Underwriters and the Company and their
respective successors and the controlling persons and officers and trustees
referred to in Sections 6 and 7 and their successors, heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or the Pricing Agreement or any provision herein or
therein contained.  This Agreement and the Pricing Agreement and all conditions
and provisions hereof and thereof are intended to be for the sole and exclusive
benefit of the parties hereto and thereto and their respective successors and
said controlling persons and officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation.
No purchaser of Shares from any Underwriter shall be deemed to be a successor
by reason merely of such purchase.

     Section 13.  Governing Law and Time.  This Agreement and the Pricing
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to agreements made and to be performed in said
State.  Specified times of day refer to New York City time.

     Section 14.  Effect of Headings.  The Article, Section and Sub-Section
headings herein and the Table of Contents are for convenience only and shall
not affect the construction hereof.


                                     - 36 -


<PAGE>   37




     If the foregoing is in accordance with your understanding of our agreement
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the Underwriters, the Company and the Operating Partnership in accordance with
its terms.

                                             Very truly yours,

                                             EQUITY OFFICE PROPERTIES TRUST

                                             By:_____________________________



                                             EOP OPERATING LIMITED
                                               PARTNERSHIP


                                             By: Equity Office Properties Trust
                                                 General Partner

                                             By:_______________________________
                                   

Confirmed and Accepted,
as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
LEHMAN BROTHERS INC.
J.P. MORGAN & CO.
PRUDENTIAL SECURITIES INCORPORATED
SMITH BARNEY INC.

BY:  MERRILL LYNCH, PIERCE, FENNER & SMITH
                                INCORPORATED


  
By:   ____________________
      Michael B. Berman


For themselves and as Representatives of the other
Underwriters named in Schedule 1 hereto

                                     - 37 -


<PAGE>   38

                                                        H & H DRAFT

SCHEDULE 1


                                                      Number of
                   Underwriter                      Initial Shares
             -------------------------------------  --------------

             Merrill Lynch, Pierce, Fenner & Smith
                         Incorporated
             Lehman Brothers Inc.
             J.P. Morgan & Co.
             Prudential Securities Incorporated
             Smith Barney Inc.


                   Total
                                                    ==============





<PAGE>   39
                                                                H&H DRAFT


SCHEDULE 2

FORMATION DOCUMENTS

1. Contribution Agreements by and among the Operating Partnership and [______]
dated _________, 1997

2. Merger Agreements, dated ________, 1997, by and between the Operating
Partnership and each of

(a)  Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership
(b)  Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership II
(c)  Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership
III
(d)  Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership IV
(e)  Equity Office Properties, L.L.C.
(f)  Equity Office Holdings, L.L.C.
(g)  Equity Group Investments, Inc.

3. Escrow Agreements, dated ________, 1997, by and between the [Operating
Partnership] and each of

(a)  Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership
(b)  Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership II
(c)  Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership
III
(d)  Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership IV

4. Agreement of Limited Partnership of the Operating Partnership

5. Non-Competition Agreement between the Company and Mr. Zell, dated as of
________, 1997

6. Registration Rights Agreement




<PAGE>   40
                                                                H&H DRAFT


SCHEDULE 3

LIST OF PREDECESSOR ENTITIES


     Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership
     Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership II
     Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership III
     Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership IV
     Equity Office Properties, L.L.C.
     Equity Office Holdings, L.L.C.




<PAGE>   41



                
                                                                EXHIBIT A

                              15,000,000 SHARES

                       EQUITY OFFICE PROPERTIES TRUST
                  (a Maryland real estate investment trust)

                    Common Shares of Beneficial Interest
                         ($.01 Par Value Per Share)

                              PRICING AGREEMENT

                                      
                                               ________________, 1997



 MERRILL LYNCH & CO.
 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
 LEHMAN BROTHERS INC.
 J.P. MORGAN & CO.
 PRUDENTIAL SECURITIES INCORPORATED
 SMITH BARNEY INC.
 as Representatives of the several Underwriters
 c/o       MERRILL LYNCH & CO.
           MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
           Merrill Lynch World Headquarters
           North Tower
           World Financial Center
           New York, New York  10281-1305



Dear Ladies and Gentlemen:

     Reference is made to the Purchase Agreement, dated _____________, 1997
(the "Purchase Agreement"), relating to the purchase by the several
Underwriters named in Schedule A thereto, for whom Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Lehman Brothers Inc., J.P. Morgan & Co.,
Prudential Securities Incorporated and Smith Barney Inc. are acting as
Representatives (the "Representatives"), of the above Common Shares (the
"Shares") of Equity Office Properties Trust (the "Company").





<PAGE>   42




     Pursuant to Section 2 of the Purchase Agreement, the Company agrees with
each Underwriter as follows:

     1. The initial public offering price per share for the Shares,
     determined as provided in said Section 2, shall be $_____.

     2. The purchase price per share for the Shares to be paid by
     the several Underwriters shall be $______, being an amount equal to
     the initial public offering price set forth above less $_____ per
     share.

     If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement among the Underwriters and the Company in accordance with its terms.

                                        Very truly yours,

                                        EQUITY OFFICE PROPERTIES TRUST

                        
                                        By:___________________________



CONFIRMED AND ACCEPTED,
     as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
LEHMAN BROTHERS INC.
J.P. MORGAN & CO.
PRUDENTIAL SECURITIES INCORPORATED
SMITH BARNEY INC.


BY:  MERRILL LYNCH, PIERCE, FENNER & SMITH
               INCORPORATED


By: __________________________
     Michael B. Berman

For themselves and as Representatives of the other
Underwriters named in Schedule 1 hereto



<PAGE>   43




EXHIBIT B

                       (1) The Company has been duly organized and is validly
                  existing as a real estate investment trust with transferable
                  shares of beneficial interest and is in good standing under
                  the laws of the State of Maryland with all power and
                  authority to hold its properties, conduct the business in
                  which it is engaged or proposes to engage as described in the
                  Prospectus and to enter into and perform its obligations
                  under the Purchase Agreement, the Pricing Agreement and the
                  Formation Documents to which it is a party.  The Company is
                  duly qualified as a foreign entity in each jurisdiction in
                  which the business conducted by the Company is required and
                  permitted, whether by reason of the ownership or leasing of
                  property or the conduct of business, except where the failure
                  to so qualify or be in good standing would not result in a
                  Material Adverse Effect.

                       (2) The Operating Partnership has been duly formed and
                  is validly existing as a limited partnership in good standing
                  under the Delaware Revised Uniform Limited Partnership Act
                  (the "Delaware Act") with partnership power and authority to
                  own, lease and operate its Properties, to conduct the
                  business in which it is engaged or proposes to engage as
                  described in the Prospectus and to enter into and perform its
                  obligations under the Purchase Agreement and the Formation
                  Documents to which it is a party.  The Operating Partnership
                  is duly qualified or registered as a foreign partnership and
                  is in good standing in each jurisdiction in which the
                  business conducted by the Operating Partnership is required
                  and permitted after the completion of the Consolidation,
                  except where the failure to so qualify or be in good standing
                  would not result in a material Adverse Effect.  The Company
                  is the sole general partner of the Operating Partnership and,
                  immediately after the Closing Time, will be the sole general
                  partner of the Operating Partnership and will be the holder
                  of ____________ Units, or approximately ___________ percent
                  (____%) of the Units in the Partnership.

                       (3) As of the Closing Time, each of the Subsidiaries has
                  been duly organized and is validly existing as a partnership,
                  corporation, limited liability company, or real estate
                  investment trust in good standing under the laws of its
                  respective jurisdiction of organization, with all power and
                  authority to own, lease and operate its Properties, to
                  conduct the business in which it is engaged or proposes to
                  engage as described in the

<PAGE>   44




                  Prospectus, and to enter into and perform its obligations
                  under the Formation Documents to which it is a party.  Each
                  of the Subsidiaries is duly qualified or registered as a
                  foreign partnership, corporation, limited liability company,
                  or real estate investment trust and is in good standing in
                  each jurisdiction in which the business conducted by the
                  Operating Partnership is required and permitted, whether by
                  reason of the ownership or leasing of property or the conduct
                  of business, except where the failure to so qualify would not
                  result in a Material Adverse Effect.  Each of the partnership
                  or member agreements of the Subsidiaries is in full force and
                  effect.

                       (4) Each of the Predecessor Entities has been duly
                  formed and is validly existing as a partnership, corporation,
                  or real estate investment trust in good standing under the
                  laws of its state of formation, with power and authority to
                  own, lease and operate its properties, to conduct the
                  business in which it is engaged and to enter into and perform
                  its respective obligations under the Formation Documents to
                  which it is a party.  Each Predecessor Entity is duly
                  qualified or registered to transact business in each
                  jurisdiction in which such qualification or registration is
                  required, whether by reason of the ownership or leasing of
                  property or the conduct of business, except where the failure
                  to so qualify would not result in a Material Adverse Effect.

                       (5) The numbers of authorized, issued and outstanding
                  shares of beneficial interest of the Company as of March 31,
                  1997 were as set forth in the Prospectus under
                  "Capitalization" and "Shares of Beneficial Interest," and the
                  issued and outstanding Common Shares have been duly
                  authorized and validly issued, are fully paid and
                  non-assessable and will have been offered and sold in
                  compliance with all applicable federal and state laws
                  (including, without limitation, federal and state securities
                  laws) and, to the knowledge of counsel, all foreign laws.  No
                  shares of capital shares of beneficial interest of the
                  Company are reserved for any purpose except in connection
                  with (i) Consolidation, (ii) the Employee Plans of the
                  Company as described in the Prospectus, and (iii) the
                  possible issuance of Common Shares upon the redemption of
                  Units pursuant to the Partnership Agreement.  Except for
                  Units and Common Shares issuable upon the exercise of options
                  as described in the Prospectus, there are no outstanding
                  securities convertible into or exchangeable for any shares of
                  beneficial interest of the Company and no outstanding
                  options, rights (preemptive or


<PAGE>   45




                  otherwise) or warrants to purchase or to subscribe for such
                  shares or any other securities of the Company.

                       (6) The Initial Shares have been duly authorized for
                  issuance and sale to the Underwriters pursuant to this
                  Agreement, and when issued and delivered by the Company
                  pursuant to the Purchase Agreement against payment of the
                  consideration set forth in the Pricing Agreement, will be
                  validly issued, fully paid and non-assessable.  The terms of
                  the Common Shares conform to all statements and descriptions
                  related thereto contained in the Prospectus.  The form of
                  share certificate evidencing the Common Shares is in due and
                  proper form and complies with all applicable legal
                  requirements.  The issuance of the Shares is not subject to
                  any preemptive or other similar rights.

                       (7) The Units issued in connection with the
                  Consolidation, including, without limitation, the Units
                  issued to the Company, have been duly authorized for issuance
                  by the Operating Partnership to the holders thereof, and when
                  issued and delivered by the Operating Partnership pursuant to
                  the Contribution Agreement against payment of the
                  consideration set forth therein, will be validly issued,
                  fully paid and non-assessable.  The Units were offered and
                  sold at or prior to the Closing Time in compliance with all
                  applicable federal and state laws (including, without
                  limitation, federal and state securities laws) and, to the
                  knowledge of counsel, all foreign laws.  The terms of the
                  Units conform to all statements and descriptions related
                  thereto contained in the Prospectus.

                       (8) To the knowledge of counsel, none of the Company,
                  the Operating Partnership, any Subsidiary or any Predecessor
                  Entity is in violation of its declaration of trust, charter,
                  by-laws, certificate of limited partnership or partnership or
                  limited liability company agreement, as the case may be, and
                  none of the Company, the Operating Partnership, any
                  Subsidiary or any Predecessor Entity is in default in the
                  performance or observance of any obligation, agreement,
                  covenant or condition contained in any contract, indenture,
                  mortgage, loan agreement, note, lease or other instrument to
                  which such entity is a party or by which such entity may be
                  bound, or to which any of the property or assets of such
                  entity is subject, except where a default thereunder would
                  not have a material adverse effect on the condition,
                  financial or otherwise, or the earnings, assets or business
                  affairs of the Company, the Operating Partnership, the



<PAGE>   46




                  Subsidiaries and the Predecessor Entities considered as one
                  enterprise (a "Material Adverse Effect").

                       (9) The Purchase Agreement, the Pricing Agreement and
                  each of the Formation Documents was duly and validly
                  authorized, executed and delivered by the Company, the
                  Operating Partnership, each Subsidiary and each Predecessor
                  Entity, as applicable, and, assuming due authorization,
                  execution and delivery by any other party thereto, is a valid
                  and binding agreement of such party, enforceable against such
                  party in accordance with its terms, except as such
                  enforceability may be (1) limited by bankruptcy, insolvency,
                  reorganization, liquidation, moratorium and other similar
                  laws affecting the rights and remedies of creditors
                  generally, (2) subject to general principles of equity
                  (regardless of whether such enforceability is considered in a
                  proceeding in equity or at law), and (3) in the case of the
                  provisions of the Purchase Agreement and the [Registration
                  Rights Agreement] pertaining to indemnity and contribution,
                  limited under applicable securities laws and public policy.

                       (10) The execution and delivery of the Purchase
                  Agreement, the Pricing Agreement, and the Formation
                  Documents, the performance of the obligations set forth
                  therein, and the consummation of the transactions
                  contemplated thereby or in the Prospectus by the Company, the
                  Operating Partnership, the Subsidiaries and the Predecessor
                  Entities, as applicable, did not, do not and will not
                  conflict with or constitute a breach or violation of, or
                  default under:  (a) any of the Formation Documents; (b) to
                  the knowledge of counsel, assuming the application of the
                  proceeds of the Offering to discharge certain loan
                  obligations as set forth under "Use of Proceeds" in the
                  Prospectus, any contract, indenture, mortgage, loan
                  agreement, note, lease, joint venture or partnership
                  agreement or other instrument or agreement to which the
                  Company, the Operating Partnership, any Subsidiary or any
                  Predecessor Entity is a party or by which they or any of them
                  or any of their respective properties or other assets or any
                  Property may be bound or subject, except for (i) contracts or
                  other agreements that are terminable at will or are
                  terminable by the other party thereto on not more than 30
                  days' notice and (ii) operating, service, equipment or other
                  similar contracts entered into in the ordinary course,
                  provided that any contract or agreement excepted in (i)
                  above, and the contracts excepted in (ii) above, are not
                  material to the condition, financial or


<PAGE>   47




                  otherwise, or the earnings, assets, business affairs or
                  business prospects of the contract party; (c) the declaration
                  of trust, charter, by-laws, limited liability company
                  agreement, certificate of limited partnership or partnership
                  agreement, as the case may be, of the Company, the Operating
                  Partnership, any Subsidiary or any Predecessor Entity; or (d)
                  to the knowledge of counsel, any applicable law, rule, order,
                  administrative regulation or administrative or court decree,
                  except that no opinion is expressed under this clause (d) as
                  to this Agreement or the Pricing Agreement with respect to
                  federal, state or foreign securities laws.

                       (11) To the knowledge of counsel, there is no action,
                  suit, proceeding, inquiry or investigation before or by any
                  court or governmental agency or body, domestic or foreign,
                  now pending or threatened against or affecting the Company,
                  the Operating Partnership, any Subsidiary, any Predecessor
                  Entity, any Property or any officer or trustee of the Company
                  that is required to be disclosed in the Registration
                  Statement (other than as disclosed therein) or that, if
                  determined adversely to the Company, the Operating
                  Partnership, any Subsidiary, any Predecessor Entity, any
                  Property or any such officer or trustee, could reasonably be
                  expected to materially and adversely affect the consummation
                  of the Consolidation.  To the knowledge of counsel, all
                  descriptions in the Registration Statement of contracts and
                  other documents to which the Company, the Operating
                  Partnership any Subsidiary, or any Predecessor Entity is a
                  party are accurate in all material respects.  To the
                  knowledge of counsel, there are no contracts or documents of
                  the Company, the Operating Partnership, any Subsidiary or any
                  Predecessor Entity which are required to be filed as exhibits
                  to the Registration Statement by the 1933 Act or by the 1933
                  Act Regulations which have not been filed as exhibits to the
                  Registration Statement.

                       (12) None of the Company, the Operating Partnership, any
                  Subsidiary or any Predecessor Entity is an "investment
                  company" within the meaning of the 1940 Act.

                       (13) All filings with, authorizations, approvals,
                  consents licenses, order registrations or qualification of
                  decrees of any court or governmental authority or agency that
                  are necessary in connection with the offering, issuance or
                  sale of the Shares under this Agreement or the consummation
                  of any other part of the Consolidation have been obtained,
                  except such as may be


<PAGE>   48




                  required under the 1933 Act or the 1933 Act Regulations or
                  state securities or real estate syndication laws.

                       (14) The Registration Statement has been declared
                  effective under the 1933 Act and, to the knowledge of
                  counsel, no stop order suspending the effectiveness of the
                  Registration Statement has been issued under the 1933 Act or
                  proceedings therefor initiated or threatened by the
                  Commission.

                       (15) At the time the Registration Statement became
                  effective and at the Representation Date, the Registration
                  Statement (other than the financial statements and supporting
                  schedules included therein, as to which no opinion need be
                  rendered) complied as to form in all material respects with
                  the requirements of the 1933 Act and the 1933 Act
                  Regulations.

                       (16) [To the knowledge of counsel, there are no statutes
                  or regulations that are required to be described in the
                  Prospectus that are not described as required.]

                       In giving its opinion required by Section 5(b), such
                  counsel shall additionally state that nothing has come to the
                  attention of such counsel that causes it to believe that the
                  Registration Statement (except for financial statements and
                  schedules and other financial data included therein, as to
                  which counsel need make no statement), at the time such
                  Registration Statement became effective, at the
                  Representation Date or as of the date of such opinion,
                  contained an untrue statement of a material fact or omitted
                  to state a material fact required to be stated therein or
                  necessary to make the statements therein not misleading, or
                  the Prospectus (except for financial statements and schedules
                  and other financial data included therein, as to which
                  counsel need make no statement), as of its date, at the
                  Representation Date or as of the date of such opinion,
                  included an untrue statement of a material fact or omitted to
                  state a material fact necessary in order to make the
                  statements therein, in light of the circumstances under which
                  they were made, not misleading.

                       In giving its opinion, such counsel may rely, (A) as to
                  all matters of fact, upon certificates and written statements
                  of officers and employees of and accountants for each of the
                  Company, the Operating Partnership, the Subsidiaries or the
                  Predecessor Entities and (B) as to the qualification and good



<PAGE>   49




                  standing of each of the Company, the Operating Partnership,
                  the Subsidiaries or the Predecessor Entities to do business
                  in any jurisdiction, upon certificates of appropriate
                  government officials or opinions of counsel in such
                  jurisdictions, which opinions shall be in form and substance
                  reasonably satisfactory to counsel for the Underwriters.



<PAGE>   50




EXHIBIT C

                               July ___, 1997

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
LEHMAN BROTHERS INC.
J.P. MORGAN & CO.
PRUDENTIAL SECURITIES INCORPORATED
SMITH BARNEY INC.
as Representatives of the several Underwriters
c/o  MERRILL LYNCH & CO.
     MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
     Merrill Lynch World Headquarters
     North Tower
     World Financial Center  
     New York, New York  10281-1305

Re:     Equity Office Properties Trust and EOP Operating Limited Partnership
        (collectively, the "Company")

Ladies and Gentlemen:

     The undersigned, a security holder of the Company understands that Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch"), Lehman Brothers Inc., J.P. Morgan & Co., Prudential Securities
Incorporated, and Smith Barney Inc. propose to enter into a Purchase Agreement
(the "Purchase Agreement") with the Company providing for the public offering
(the "Offering") of common shares of beneficial interest, $.01 par value per
share ("Common Shares"), of Equity Office Properties Trust.  In recognition of
the benefit that such an offering will confer upon the undersigned as a
security holder of the Company, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the undersigned
agrees with each of the several Underwriters named in the Purchase Agreement
that, during a period of one year from the date of the closing of the Offering,
the undersigned will not, without the prior written consent of Merrill Lynch,
directly or indirectly (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option right or warrant for the sale of, or otherwise dispose of or
transfer any Common Shares or units of ownership interest in EOP Operating
Limited Partnership or any other security or other instrument which by its
terms is convertible into, exercisable or exchangeable for Common Shares,
whether now owned or hereafter acquired by the undersigned or with respect to
which the undersigned has or hereafter acquires the power of disposition, or
file any registration statement under the Securities Act of 1933, as amended,
with respect to any of the foregoing or (ii) enter into any swap or any other
agreement or


                                     
<PAGE>   51




any transaction that transfers in whole or in part, directly or indirectly, the
economic consequence of ownership of the Common Shares, whether any such swap
or transaction is to be settled by delivery of Common Shares or other
securities, in cash or otherwise.

                                           Very truly yours,


                                           By:_________________________
                                           Name:


<PAGE>   1
                                                                    EXHIBIT 3.1




                         EQUITY OFFICE PROPERTIES TRUST


         The total number of shares of beneficial interest which the Trust had
authority to issue immediately prior to this amendment and restatement was
1,000, consisting of 1,000 common shares of beneficial interest, $0.01 par
value per share.  The aggregate par value of all authorized shares of
beneficial interest having par value was $10.00.

         ARTICLES OF AMENDMENT AND RESTATEMENT OF DECLARATION OF TRUST

         Equity Office Properties Trust, a Maryland real estate investment
trust (the "Trust") under Title 8 of the Corporations and Associations Article
of the Annotated Code of Maryland ("Title 8"), desires to amend and restate its
Declaration of Trust as currently in effect and as hereinafter amended (as so
amended and restated, the "Declaration of Trust").
         The following provisions are all the provisions of the Declaration of
Trust currently in effect and as hereinafter amended:

                                   ARTICLE I

                                   FORMATION

                 The Trust is a real estate investment trust within the meaning
of Title 8.  The Trust shall not be deemed to be a general partnership, limited
partnership, joint venture, joint stock company or a corporation (but nothing
herein shall preclude the Trust from being treated for tax purposes as an
association under the Code).

                                   ARTICLE II

                                      NAME

                 The name of the Trust is:  Equity Office Properties Trust.
                 Under circumstances in which the Board of Trustees of the
Trust (the "Board of Trustees" or "Board") determines that the use of the name
of the Trust is not practicable, the Trust may use any other designation or
name for the Trust.
<PAGE>   2


                                  ARTICLE III

                              PURPOSES AND POWERS

                 Section 3.1  Purposes.  The purposes for which the Trust is
formed are to invest in and to acquire, hold, manage, administer, control and
dispose of property, including, without limitation or obligation, engaging in
business as a real estate investment trust under the Internal Revenue Code of
1986, as amended (the "Code").

                 Section 3.2  Powers.  The Trust shall have all of the powers
granted to real estate investment trusts by Title 8 and all other powers set
forth in the Declaration of Trust which are not inconsistent with law and are
appropriate to promote and attain the purposes set forth in the Declaration of
Trust.
                                   ARTICLE IV

                                 RESIDENT AGENT

                 The name of the resident agent of the Trust in the State of
Maryland is James J. Hanks, Jr., whose post office address is c/o Ballard Spahr
Andrews & Ingersoll, 300 East Lombard Street, Baltimore, Maryland 21202.  The
resident agent is a citizen of and resides in the State of Maryland.  The Trust
may have such offices or places of business within or outside the State of
Maryland as the Board of Trustees may from time to time determine.

                                   ARTICLE V

                               BOARD OF TRUSTEES

                 Section 5.1  Powers.  Subject to any express limitations
contained in the Declaration of Trust or in the Bylaws, (a) the business and
affairs of the Trust shall be managed under the direction of the Board of
Trustees (sometimes hereinafter the "Board") and (b) the Board shall have full,
exclusive and absolute power, control and authority over any and all property
of the Trust.  The Board may take any action as in its sole judgment and
discretion is necessary or appropriate to conduct the business and affairs of
the Trust.  The Declaration of

                                      2
<PAGE>   3

Trust shall be construed with the presumption in favor of the grant of power
and authority to the Board.  Any construction of the Declaration of Trust or
determination made in good faith by the Board concerning its powers and
authority hereunder shall be conclusive.  The enumeration and definition of
particular powers of the Trustees included in the Declaration of Trust or in
the Bylaws shall in no way be limited or restricted by reference to or
inference from the terms of this or any other provision of the Declaration of
Trust or the Bylaws or construed or deemed by inference or otherwise in any
manner to exclude or limit the powers conferred upon the Board or the Trustees
under the general laws of the State of Maryland or any other applicable laws.

                 The Board, without any action by the shareholders of the
Trust, shall have and may exercise, on behalf of the Trust, without limitation,
the power to determine that compliance with any restriction or limitations on
ownership and transfers of shares of the Trust's beneficial interest set forth
in Article VII of the Declaration of Trust is no longer required in order for
the Trust to qualify as a REIT; to adopt Bylaws of the Trust, which may
thereafter be amended or repealed as provided therein; to elect officers in the
manner prescribed in the Bylaws; to solicit proxies from holders of shares of
beneficial interest of the Trust; and to do any other acts and deliver any
other documents necessary or appropriate to the foregoing powers.

                 Section 5.2  Number and Classification.  The number of
Trustees (hereinafter the "Trustees") shall initially be three, shall be
increased to nine prior to or upon closing of the Trust's initial public
offering of Shares (as hereinafter defined), and shall not thereafter be
decreased, but may be increased to a maximum of fifteen pursuant to the Bylaws
of the Trust.  Notwithstanding the foregoing, if for any reason any or all of
the Trustees cease to be Trustees, such event shall not terminate the Trust or
affect the Declaration of Trust or the powers of the remaining Trustees.  The
Trustees shall be elected by the shareholders at every third annual meeting
thereof in the manner provided in the Bylaws or, in order to fill any vacancy
on the Board of Trustees, in the manner provided in the Bylaws.  The names and
addresses of the initial three Trustees, who shall





                                       3
<PAGE>   4

serve until the first annual meeting of shareholders and until their successors
are duly elected and qualify, or until such later time as determined by the
Board of Trustees as hereinafter provided, are:

             NAME                       ADDRESS
             ----                       -------
             SAMUEL ZELL                C/O EQUITY GROUP INVESTMENTS, INC.  
                                        TWO NORTH RIVERSIDE PLAZA, SUITE 600
                                        CHICAGO, IL 60606
                 
             SHELI Z. ROSENBERG         C/O EQUITY GROUP INVESTMENTS, INC.
                                        TWO NORTH RIVERSIDE PLAZA, SUITE 600
                                        CHICAGO, IL 60606
                 
             TIMOTHY H. CALLAHAN        C/O EQUITY OFFICE PROPERTIES TRUST
                                        TWO NORTH RIVERSIDE PLAZA, SUITE 2200
                                        CHICAGO, IL 60606
                 
These Trustees may increase the number of Trustees and fill any vacancy,
whether resulting from an increase in the number of Trustees or otherwise, on
the Board of Trustees, and classify the Trustees (other than any Trustee
elected solely by holders of one or more classes or series of Preferred Shares)
with respect to the terms for which they severally hold office, into three
classes as nearly equal in number as possible, one class to hold office
initially for a term expiring at the next succeeding annual meeting of
shareholders, another class to hold office initially for a term expiring at the
second succeeding annual meeting of shareholders and another class to hold
office initially for a term expiring at the third succeeding annual meeting of
shareholders, with the Trustees of each class to hold office until their
successors are duly elected and qualify.  At each annual meeting of
shareholders, the successors to the class of Trustees whose term expires at
such meeting shall be elected to hold office for a term expiring at the annual
meeting of shareholders held in the third year following the year of their
election.  Election of Trustees by shareholders shall require the vote and be
in accordance with the procedures set forth in the Bylaws.





                                       4
<PAGE>   5


                 It shall not be necessary to list in the Declaration of Trust
the names and addresses of any Trustees hereinafter elected.

                 Section 5.3  Resignation, Removal or Death.  Any Trustee may
resign by written notice to the Board, effective upon execution and delivery to
the Trust of such written notice or upon any future date specified in the
notice.  Subject to the rights of holders of one or more classes or series of
Preferred Shares, as hereinafter defined, to elect one or more Trustees, a
Trustee may be removed at any time, only with cause, at a meeting of the
shareholders, by the affirmative vote of the holders of not less than a
majority of the Shares then outstanding and entitled to vote generally in the
election of Trustees.

                                   ARTICLE VI

                         SHARES OF BENEFICIAL INTEREST

                 Section 6.1  Authorized Shares.  The beneficial interest of
the Trust shall be divided into shares of beneficial interest (the "Shares").
The Trust has authority to issue 750 million common shares of beneficial
interest, $.01 par value per share ("Common Shares"), and 100 million preferred
shares of beneficial interest, $.01 par value per share ("Preferred Shares").
The Board of Trustees, with the approval of the shareholders of the Trust by a
majority of the votes cast at a meeting of shareholders duly called and at
which a quorum is present, may amend the Declaration of Trust from time to time
to increase or decrease the aggregate number of Shares or the number of Shares
of any class that the Trust has authority to issue.

                 Section 6.2  Common Shares.  Subject to the provisions of
Article VII, each Common Share shall entitle the holder thereof to one vote on
each matter upon which holders of Common Shares are entitled to vote. The Board
of Trustees may reclassify any unissued Common Shares from time to time in one
or more classes or series of Shares.





                                       5
<PAGE>   6



                 Section 6.3  Preferred Shares.  The Board of Trustees may
classify any unissued Preferred Shares and reclassify any previously classified
but unissued Preferred Shares of any series from time to time, in one or more
series of Shares.

                 Section 6.4  Classified or Reclassified Shares.  Prior to
issuance of classified or reclassified Shares of any class or series, the Board
of Trustees by resolution shall (a) designate that class or series to
distinguish it from all other classes and series of Shares; (b) specify the
number of Shares to be included in the class or series; (c) set, subject to the
provisions of Article VII and subject to the express terms of any class or
series of Shares outstanding at the time, the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications and terms and conditions of redemption for each
class or series; and (d) cause the Trust to file articles supplementary with
the State Department of Assessments and Taxation of Maryland (the "SDAT").  Any
of the terms of any class or series of Shares set pursuant to clause (c) of
this Section 6.4 may be made dependent upon facts ascertainable outside the
Declaration of Trust (including the occurrence of any event, including a
determination or action by the Trust or any other person or body) and may vary
among holders thereof, provided that the manner in which such facts or
variations shall operate upon the terms of such class or series of Shares is
clearly and expressly set forth in the articles supplementary filed with the
SDAT.

                 Section 6.5  Authorization by Board of Share Issuance.  The
Board of Trustees may authorize the issuance from time to time of Shares of any
class or series, whether now or hereafter authorized, or securities or rights
convertible into Shares of any class or series, whether now or hereafter
authorized, for such consideration (whether in cash, property, past or future
services, obligation for future payment or otherwise) as the Board of Trustees
may deem advisable (or without consideration in the case of a Share split or
Share dividend), subject to such





                                       6
<PAGE>   7

restrictions or limitations, if any, as may be set forth in the Declaration of
Trust or the Bylaws of the Trust.

                 Section 6.6  Dividends and Distributions.  The Board of
Trustees may from time to time authorize and declare to shareholders such
dividends or distributions, in cash or other assets of the Trust or in
securities of the Trust or from any other source as the Board of Trustees in
its discretion shall determine.  The Board of Trustees shall endeavor to
declare and pay such dividends and distributions as shall be necessary for the
Trust to qualify as a real estate investment trust under the Code; however,
shareholders shall have no right to any dividend or distribution unless and
until authorized and declared by the Board.  The exercise of the powers and
rights of the Board of Trustees pursuant to this Section 6.6 shall be subject
to the provisions of any class or series of Shares at the time outstanding.
Notwithstanding any other provision in the Declaration of Trust, no
determination shall be made by the Board of Trustees nor shall any transaction
be entered into by the Trust which would cause any Shares or other beneficial
interest in the Trust not to constitute "transferable shares" or "transferable
certificates of beneficial interest" under Section 856(a)(2) of the Code or
which would cause any distribution to constitute a preferential dividend as
described in Section 562(c) of the Code.

                 Section 6.7  General Nature of Shares.  All Shares shall be
personal property entitling the shareholders only to those rights provided in
the Declaration of Trust.  The shareholders shall have no interest in the
property of the Trust and shall have no right to compel any partition,
division, dividend or distribution of the Trust or of the property of the
Trust.  The death of a shareholder shall not terminate the Trust.  The Trust is
entitled to treat as shareholders only those persons in whose names Shares are
registered as holders of Shares on the beneficial interest ledger of the Trust.

                 Section 6.8  Fractional Shares.  The Trust may, without the
consent or approval of any shareholder, issue fractional Shares, eliminate a
fraction of a Share by rounding up or down





                                       7
<PAGE>   8

to a full Share, arrange for the disposition of a fraction of a Share by the
person entitled to it, or pay cash for the fair value of a fraction of a Share.

                 Section 6.9  Declaration and Bylaws.  All shareholders are
subject to the provisions of the Declaration of Trust and the Bylaws of the
Trust.

                 Section 6.10  Divisions and Combinations of Shares.  Subject
to an express provision to the contrary in the terms of any class or series of
beneficial interest hereafter authorized, the Board of Trustees shall have the
power to divide or combine the outstanding shares of any class or series of
beneficial interest, without a vote of shareholders.

                                  ARTICLE VII

                RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES

                 Section 7.1  Definitions.  For the purpose of this Article
VII, the following terms shall have the following meanings:

                 Beneficial Ownership.  The term "Beneficial Ownership" shall
mean ownership of Shares by a Person, whether the interest in Shares is held
directly or indirectly (including by a nominee), and shall include interests
that would be treated as owned through the application of Section 544 of the
Code, as modified by Section 856(h)(1)(B) of the Code.  The terms "Beneficial
Owner," "Beneficially Owns" and "Beneficially Owned" shall have the correlative
meanings.

                 Business Day.  The term "Business Day" shall mean any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions in Chicago, Illinois are authorized or required by
law, regulation or executive order to close.

                 Charitable Beneficiary.  The term "Charitable Beneficiary"
shall mean one or more beneficiaries of the Charitable Trust as determined
pursuant to Section 7.3.7, provided that each such organization must be
described in Sections 501(c)(3), 170(b)(1)(A) and 170(c)(2) of the Code.





                                       8
<PAGE>   9


                 Charitable Trust.  The term "Charitable Trust" shall mean any
trust provided for in Section 7.2.1(b)(i) and Section 7.3.1.

                 Charitable Trustee.  The term "Charitable Trustee" shall mean
the Person unaffiliated with the Trust and a Prohibited Owner, that is
appointed by the Trust to serve as trustee of the Charitable Trust.

                 Code.  The term "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time.

                 Constructive Ownership.  The term "Constructive Ownership"
shall mean ownership of Shares by a Person, whether the interest in Shares is
held directly or indirectly (including by a nominee), and shall include
interests  that would be treated as owned through the application of Section
318(a) of the Code, as modified by Section 856(d)(5) of the Code.  The terms
"Constructive Owner," "Constructively Owns" and "Constructively Owned" shall
have the correlative meanings.

                 Declaration of Trust.  The term "Declaration of Trust" shall
mean this Amended and Restated Declaration of Trust as filed for record with
the SDAT, and any amendments thereto.

                 Excepted Holder.  The term "Excepted Holder" shall mean a
shareholder of the Trust for whom an Excepted Holder Limit is created by the
Board of Trustees pursuant to Section 7.2.7.

                 Excepted Holder Limit.  The term "Excepted Holder Limit" shall
mean, provided that the affected Excepted Holder agrees to comply with the
requirements established by the Board of Trustees pursuant to Section 7.2.7,
and subject to adjustment pursuant to Section 7.2.8, the percentage limit
established by the Board of Trustees pursuant to Section 7.2.7.

                 Initial Date.  The term "Initial Date" shall mean the date
upon which this Amended and Restated Declaration of Trust containing this
Article VII is filed for record with the SDAT.





                                       9
<PAGE>   10


                 Market Price.  The term "Market Price" on any date shall mean,
with respect to any class or series of outstanding Shares, the Closing Price
for such Shares on such date.  The "Closing Price" on any date shall mean the
last sale price for such Shares, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices, regular
way, for such Shares, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the NYSE or, if such Shares are not listed or admitted to trading on
the NYSE, as reported on the principal consolidated transaction reporting
system with respect to securities listed on the principal national securities
exchange on which such Shares are listed or admitted to trading or, if such
Shares are not listed or admitted to trading on any national securities
exchange, the last quoted price, or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by the
NASDAQ Stock Market or, if such system is no longer in use, the principal other
automated quotation system that may then be in use or, if such Shares are not
quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in such
Shares selected by the Board of Trustees or, in the event that no trading price
is available for such Shares, the fair market value of Shares, as determined in
good faith by the Board of Trustees.

                 NYSE.  The term "NYSE" shall mean the New York Stock Exchange,
Inc.

                 Ownership Limit.  The term "Ownership Limit" shall mean (i)
with respect to the Common Shares, 9.9% (in value or number of shares,
whichever is more restrictive) of the outstanding Common Shares of the Trust;
and (ii) with respect to any class or series of Preferred Shares, 9.9% (in
value or number of Shares, whichever is more restrictive) of the outstanding
shares of such class or series of Preferred Shares of the Trust.

                 Person.  The term "Person" shall mean an individual,
corporation, partnership, estate, trust (including a trust qualified under
Sections 401(a) or 501(c)(17) of the Code), a portion





                                       10
<PAGE>   11

of a trust permanently set aside for or to be used exclusively for the purposes
described in Section 642(c) of the Code, association, private foundation within
the meaning of Section 509(a) of the Code, joint stock company or other entity
and also includes a group as that term is used for purposes of Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended.

                 Prohibited Owner.  The term "Prohibited Owner" shall mean,
with respect to any purported Transfer, any Person who, but for the provisions
of Section 7.2.1, would Beneficially Own or Constructively Own Shares, and if
appropriate in the context, shall also mean any Person who would have been the
record owner of Shares that the Prohibited Owner would have so owned.

                 REIT.  The term "REIT" shall mean a real estate investment
trust within the meaning of Section 856 of the Code.

                 Restriction Termination Date.  The term "Restriction
Termination Date" shall mean the first day after the Initial Date on which the
Board of Trustees determines that it is no longer in the best interests of the
Trust to attempt to, or continue to, qualify as a REIT or that compliance with
the restrictions and limitations on Beneficial Ownership, Constructive
Ownership and Transfers of Shares set forth herein is no longer required in
order for the Trust to qualify as a REIT.

                 SDAT.  The term "SDAT" shall mean the State Department of 
Assessments and Taxation of Maryland.

                 Transfer.  The term "Transfer" shall mean any issuance, sale,
transfer, gift, assignment, devise or other disposition, as well as any other
event that causes any Person to acquire Beneficial Ownership or Constructive
Ownership, or any agreement to take any such actions or cause any such events,
of Shares or the right to vote or receive dividends on Shares, including (a) a
change in the capital structure of the Trust, (b) a change in the relationship
between two or more Persons which causes a change in ownership of Shares by
application of





                                       11
<PAGE>   12

Section 544 of the Code, as modified by Section 856(h), (c) the granting or
exercise of any option or warrant (or any disposition of any option or
warrant), pledge, security interest, or similar right to acquire Shares, (d)
any disposition of any securities or rights convertible into or exchangeable
for Shares or any interest in Shares or any exercise of any such conversion or
exchange right and (e) Transfers of interests in other entities that result in
changes in Beneficial or Constructive Ownership of Shares; in each case,
whether voluntary or involuntary, whether owned of record, Constructively Owned
or Beneficially Owned and whether by operation of law or otherwise.  (For
purposes of this Article VII, the right of a limited partner in EOP Operating
Limited Partnership, a Delaware limited partnership, to require the partnership
to redeem such limited partner's units of partnership interest pursuant to
Section 8.6 of the Agreement of Limited Partnership of EOP Operating Limited
Partnership shall not be considered to be an option or similar right to acquire
Shares of the Trust.)  The terms "Transferring" and "Transferred" shall have
the correlative meanings.

                 Section 7.2  Shares.

                          Section 7.2.1  Ownership Limitations.  During the
period commencing on the Initial Date and prior to the Restriction Termination
Date:

                                  (a)   Basic Restrictions.

                                        (i)  (1) No Person, other than an
Excepted Holder, shall Beneficially Own or Constructively Own Shares in excess
of the Ownership Limit and (2) no Excepted Holder shall Beneficially Own or
Constructively Own Shares in excess of the Excepted Holder Limit for such
Excepted Holder.

                                        (ii)    No Person shall Beneficially or
Constructively Own Shares to the extent that (1) such Beneficial Ownership of
Shares would result in the Trust being "closely held" within the meaning of
Section 856(h) of the Code (without regard to whether the ownership interest is
held during the last half of a taxable year), or (2) such Beneficial or





                                       12
<PAGE>   13

Constructive Ownership of Shares would result in the Trust otherwise failing to
qualify as a REIT (including, but not limited to, Constructive Ownership that
would result in the Trust owning (actually or Constructively) an interest in a
tenant that is described in Section 856(d)(2)(B) of the Code if the income
derived by the Trust from such tenant would cause the Trust to fail to satisfy
any of the gross income requirements of Section 856(c) of the Code).

                                        (iii)   No Person shall Transfer any
Shares if, as a result of the Transfer, the Shares would be beneficially owned
by less than 100 Persons (determined without reference to the rules of
attribution under Section 544 of the Code).  Notwithstanding any other
provisions contained herein, any Transfer of Shares (whether or not such
Transfer is the result of a transaction entered into through the facilities of
the NYSE or any other national securities exchange or automated inter-dealer
quotation system) that, if effective, would result in Shares being beneficially
owned by less than 100 Persons (determined under the principles of Section
856(a)(5) of the Code) shall be void ab initio, and the intended transferee
shall acquire no rights in such Shares.

                                  (b)   Transfer in Trust.  If any Transfer
of Shares (whether or not such Transfer is the result of a transaction entered
into through the facilities of the NYSE or any other national securities
exchange or automated inter-dealer quotation system) occurs which, if
effective, would result in any Person Beneficially Owning or Constructively
Owning Shares in violation of Section 7.2.1(a)(i) or (ii),

                                        (i)     then that number of Shares the
Beneficial or Constructive Ownership of which otherwise would cause such Person
to violate Section 7.2.1(a)(i) or (ii)(rounded to the nearest whole share)
shall be automatically transferred to a Charitable Trust for the benefit of a
Charitable Beneficiary, as described in Section 7.3, effective as of the close
of business on the Business Day prior to the date of such Transfer, and such
Person shall acquire no rights in such Shares; or





                                       13
<PAGE>   14


                                        (ii)    if the transfer to the
Charitable Trust described in clause (i) of this sentence would not be
effective for any reason to prevent the violation of Section 7.2.1(a)(i) or
(ii), then the Transfer of that number of Shares that otherwise would cause any
Person to violate Section 7.2.1(a)(i) or (ii) shall be void ab initio, and the
intended transferee shall acquire no rights in such Shares.

                          Section 7.2.2  Remedies for Breach.  If the Board of
Trustees or any duly authorized committee thereof shall at any time determine
in good faith that a Transfer or other event has taken place that results in a
violation of Section 7.2.1 or that a Person intends to acquire or has attempted
to acquire Beneficial or Constructive Ownership of any Shares in violation of
Section 7.2.1 (whether or not such violation is intended), the Board of
Trustees or a committee thereof shall take such action as it deems advisable to
refuse to give effect to or to prevent such Transfer or other event, including,
without limitation, causing the Trust to redeem Shares, refusing to give effect
to such Transfer on the books of the Trust or instituting proceedings to enjoin
such Transfer or other event; provided, however, that any Transfer or attempted
Transfer or other event in violation of Section 7.2.1 shall automatically
result in the transfer to the Charitable Trust described above, and, where
applicable, such Transfer (or other event) shall be void ab initio as provided
above irrespective of any action (or non-action) by the Board of Trustees or a
committee thereof.
                          Section 7.2.3  Notice of Restricted Transfer.  Any
Person who acquires or attempts or intends to acquire Beneficial Ownership or
Constructive Ownership of Shares that will or may violate Section 7.2.1(a), or
any Person who would have owned Shares that resulted in a transfer to the
Charitable Trust pursuant to the provisions of Section 7.2.1(b), shall
immediately give written notice to the Trust of such event, or in the case of
such a proposed or attempted transaction, give at least 15 days prior written
notice, and shall provide to the Trust such other





                                       14
<PAGE>   15

information as the Trust may request in order to determine the effect, if any,
of such acquisition or ownership on the Trust's status as a REIT.

                          Section 7.2.4  Owners Required To Provide
Information.  From the Initial Date and prior to the Restriction Termination
Date:
                                  (a)    every owner of more than five
percent (or such lower percentage as required by the Code or the Treasury
Regulations promulgated thereunder) of the outstanding Shares, within 30 days
after the end of each taxable year, shall give written notice to the Trust
stating the name and address of such owner, the number of Shares Beneficially
Owned and a description of the manner in which such Shares are held; provided
that a shareholder of record who holds outstanding Shares as nominee for
another Person, which other Person is required to include in gross income the
dividends received on such Shares (an "Actual Owner"), shall give written
notice to the Trust stating the name and address of such Actual Owner and the
number of Shares of such Actual Owner with respect to which the shareholder of
record is nominee.  Each owner shall provide to the Trust such additional
information as the Trust may request in order to determine the effect, if any,
of such Beneficial Ownership on the Trust's status as a REIT and to ensure
compliance with the Ownership Limit.

                                  (b)    each Person who is a Beneficial or
Constructive Owner of Shares and each Person (including the shareholder of
record) who is holding Shares for a Beneficial or Constructive Owner shall
provide to the Trust such information as the Trust may request, in good faith,
in order to determine the Trust's status as a REIT and to comply with
requirements of any taxing authority or governmental authority or to determine
such compliance.

                          Section 7.2.5  Remedies Not Limited.  Subject to
Section 5.1 of the Declaration of Trust, nothing contained in this Section 7.2
shall limit the authority of the Board of Trustees to take such other action as
it deems necessary or advisable to protect the Trust and the interests of its
shareholders in preserving the Trust's status as a REIT.





                                       15
<PAGE>   16


                          Section 7.2.6  Ambiguity.  In the case of an
ambiguity in the application of any of the provisions of this Section 7.2,
Section 7.3 or any definition contained in Section 7.1, the Board of Trustees
shall have the power to determine the application of the provisions of this
Section 7.2 or Section 7.3 with respect to any situation based on the facts
known to it.  If Section 7.2 or 7.3 requires an action by the Board of Trustees
and the Declaration of Trust fails to provide specific guidance with respect to
such action, the Board of Trustees shall have the power to determine the action
to be taken so long as such action is not contrary to the provisions of
Sections 7.1, 7.2 or 7.3.
                          Section 7.2.7  Exceptions.

                                  (a)    The Board, in its sole and absolute
discretion, may grant to any Person who makes a request therefor an exception
to the Ownership Limit with respect to the ownership of any series or class of
Preferred Shares, subject to the following conditions and limitations:  (A) the
Board shall have determined that (x) assuming such Person would Beneficially or
Constructively Own the maximum amount of Common Shares and Preferred Shares
permitted as a result of the exception to be granted and (y) assuming that all
other Persons who would be treated as "individuals" for purposes of Section
542(a)(2) (determined taking into account Section 856(h)(3)(A) of the Code)
would Beneficially or Constructively Own the maximum amount of Common Shares
and Preferred Shares permitted under this Article VII (taking into account any
exception, waiver, or exemption granted under this Section 7.2.7 to (or with
respect to) such Persons), the Trust would not be "closely held" within the
meaning of Section 856(h) of the Code (assuming that the ownership of Shares is
determined during the second half of a taxable year) and would not otherwise
fail to qualify as a REIT; and (B) such Person provides to the Board such
representations and undertakings, if any, as the Board may, in its sole and
absolute discretion, determine to be necessary in order for it to make the
determination that the conditions set forth in clause (A) above of this Section
7.2.7(a) have been and/or will continue to be satisfied (including,





                                       16
<PAGE>   17

without limitation, an agreement as to a reduced Ownership Limit or Excepted
Holder Limit for such Person with respect to the Beneficial or Constructive
Ownership of one or more other classes of Shares not subject to the exception),
and such Person agrees that any violation of such representations and
undertakings or any attempted violation thereof will result in the application
of the remedies set forth in Section 7.2 with respect to Shares held in excess
of the Ownership Limit or the Excepted Holder Limit (as may be applicable) with
respect to such Person (determined without regard to the exception granted such
Person under this subparagraph (a)).  If a member of the Board requests that
the Board grant an exception pursuant to this subparagraph (a) with respect to
such member or with respect to any other Person if such Board member would be
considered to be the Beneficial or Constructive Owner of Shares owned by such
Person, such member of the Board shall not participate in the decision of the
Board as to whether to grant any such exception.

                                  (b)    In addition to exceptions permitted
under subparagraph (a) above, the Board shall except a Person from the
Ownership Limit if:  (i) such Person submits to the Board information
satisfactory to the Board, in its reasonable discretion, demonstrating that
such Person is not an individual for purposes of Section 542(a)(2) of the Code
(determined taking into account Section 856(h)(3)(A) of the Code); (ii) such
Person submits to the Board information satisfactory to the Board, in its
reasonable discretion, demonstrating that no Person who is an individual for
purposes of Section 542(a)(2) of the Code (determined taking into account
Section 856(h)(3)(A) of the Code) would be considered to Beneficially Own
Shares in excess of the Ownership Limit by reason of the Excepted Holder's
ownership of Shares in excess of the Ownership Limit pursuant to the exception
granted under this subparagraph (b); (iii) such Person submits to the Board
information satisfactory to the Board, in its reasonable discretion,
demonstrating that clause (2) of subparagraph (a)(ii) of Section 7.2.1 will not
be violated by reason of the Excepted Holder's ownership of Shares in excess of
the Ownership Limit pursuant





                                       17
<PAGE>   18

to the exception granted under this subparagraph (b); and (iv) such Person
provides to the Board such representations and undertakings, if any, as the
Board may, in its reasonable discretion, require to ensure that the conditions
in clauses (i), (ii) and (iii) hereof are satisfied and will continue to be
satisfied throughout the period during which such Person owns Shares in excess
of the Ownership Limit pursuant to any exception thereto granted under this
subparagraph (b), and such Person agrees that any violation of such
representations and undertakings or any attempted violation thereof will result
in the application of the remedies set forth in Section 7.2 with respect to
Shares held in excess of the Ownership Limit with respect to such Person
(determined without regard to the exception granted such Person under this
subparagraph (b)).
                                  (c)    Prior to granting any exception or
exemption pursuant to subparagraph (a) or (b), the Board may require a ruling
from the IRS or an opinion of counsel, in either case in form and substance
satisfactory to the Board, in its sole and absolute discretion as it may deem
necessary or advisable in order to determine or ensure the Trust's status as a
REIT; provided, however, that the Board shall not be obligated to require
obtaining a favorable ruling or opinion in order to grant an exception
hereunder.

                                  (d)    Subject to Section 7.2.1(a)(ii), an
underwriter that participates in a public offering or a private placement of
Shares (or securities convertible into or exchangeable for Shares) may
Beneficially or Constructively Own Shares (or securities convertible into or
exchangeable for Shares) in excess of the Ownership Limit, but only to the
extent necessary to facilitate such public offering or private placement.

                                  (e)    The Board of Trustees may only
reduce the Excepted Holder Limit for an Excepted Holder: (1) with the written
consent of such Excepted Holder at any time, or (2) pursuant to the terms and
conditions of the agreements and undertakings entered into with such Excepted
Holder in connection with the establishment of the Excepted Holder Limit for





                                       18
<PAGE>   19

that Excepted Holder.  No Excepted Holder Limit shall be reduced to a
percentage that is less than the Ownership Limit.

                          Section 7.2.8  Increase in Ownership Limit.  The
Board of Trustees may from time to time increase the Ownership Limit, subject
to the limitations provided in this Section 7.2.8.

                          (a)     The Ownership Limit may not be increased if,
after giving effect to such increase, five Persons who are considered
individuals pursuant to Section 542 of the Code, as modified by Section
856(h)(3) of the Code (taking into account all of the Excepted Holders), could
Beneficially Own, in the aggregate, more than 49.5% of the value of the
outstanding Shares.

                          (b)     Prior to the modification of the Ownership
Limit pursuant to this Section 7.2.8, the Board may require such opinions of
counsel, affidavits, undertakings or agreements as it may deem necessary or
advisable in order to determine or ensure the Trust's status as a REIT if the
modification in the Ownership Limit were to be made.

                          Section 7.2.9  Legend.  Each certificate for Shares
shall bear substantially the following legend:

                 The shares represented by this certificate are subject to
                 restrictions on Beneficial and Constructive Ownership and
                 Transfer for the purpose of the Trust's maintenance of its
                 status as a Real Estate Investment Trust (a "REIT") under the
                 Internal Revenue Code of 1986, as amended (the "Code").
                 Subject to certain further restrictions and except as
                 expressly provided in the Trust's Declaration of Trust, (i) no
                 Person may Beneficially or Constructively Own Common Shares of
                 the Trust in excess of 9.9 percent (in value or number of
                 shares) of the outstanding Common Shares of the Trust unless
                 such Person is an Excepted Holder (in which case the Excepted
                 Holder Limit shall be applicable); (ii) with respect to any
                 class or series of Preferred Shares, no Person may
                 Beneficially or Constructively Own more than 9.9 percent (in
                 value or number of shares) of the outstanding shares of such
                 class or series of Preferred Shares of the Trust, unless such
                 Person is an Excepted Holder (in which case the Excepted
                 Holder Limit shall be applicable); (iii) no Person may
                 Beneficially or Constructively Own Shares that would result in
                 the Trust being "closely held" under Section 856(h) of the
                 Code or otherwise cause the Trust to fail to





                                       19
<PAGE>   20

                 qualify as a REIT; and (iv) no Person may Transfer Shares if
                 such Transfer would result in Shares of the Trust being owned
                 by fewer than 100 Persons.  Any Person who Beneficially or
                 Constructively Owns or attempts to Beneficially or
                 Constructively Own Shares which cause or will cause a Person
                 to Beneficially or Constructively Own Shares in excess or in
                 violation of the above limitations must immediately notify the
                 Trust.  If any of the restrictions on transfer or ownership
                 are violated, the Shares represented hereby will be
                 automatically transferred to a Charitable Trustee of a
                 Charitable Trust for the benefit of one or more Charitable
                 Beneficiaries.  In addition, upon the occurrence of certain
                 events, attempted Transfers in violation of the restrictions
                 described above may be void ab initio.  A Person who attempts
                 to Beneficially or Constructively Own Shares in violation of
                 the ownership limitations described above shall have no claim,
                 cause of action, or any recourse whatsoever against a
                 transferor of such Shares.  All capitalized terms in this
                 legend have the meanings defined in the Trust's Declaration of
                 Trust, as the same may be amended from time to time, a copy of
                 which, including the restrictions on transfer and ownership,
                 will be furnished to each holder of Shares of the Trust on
                 request and without charge.

                          Instead of the foregoing legend, the certificate may
state that the Trust will furnish a full statement about certain restrictions
on transferability to a shareholder on request and without charge.

                 Section 7.3  Transfer of Shares in Trust.

                          Section 7.3.1  Ownership in Trust.  Upon any
purported Transfer or other event described in Section 7.2.1(b) that would
result in a transfer of Shares to a Charitable Trust, such Shares shall be
deemed to have been transferred to the Charitable Trustee as trustee of a
Charitable Trust for the exclusive benefit of one or more Charitable
Beneficiaries.  Such transfer to the Charitable Trustee shall be deemed to be
effective as of the close of business on the Business Day prior to the
purported Transfer or other event that results in the transfer to the
Charitable Trust pursuant to Section 7.2.1(b).  The Charitable Trustee shall be
appointed by the Trust and shall be a Person unaffiliated with the Trust and
any Prohibited Owner.  Each Charitable Beneficiary shall be designated by the
Trust as provided in Section 7.3.7.





                                       20
<PAGE>   21


                          Section 7.3.2  Status of Shares Held by the
Charitable Trustee.  Shares held by the Charitable Trustee shall be issued and
outstanding Shares of the Company.  The Prohibited Owner shall have no rights
in the Shares held by the Charitable Trustee.  The Prohibited Owner shall not
benefit economically from ownership of any Shares held in trust by the
Charitable Trustee, shall have no rights to dividends or other distributions
and shall not possess any rights to vote or other rights attributable to the
Shares held in the Charitable Trust.  The Prohibited Owner shall have no claim,
cause of action, or any other recourse whatsoever against the purported
transferor of such Shares.

                          Section 7.3.3  Dividend and Voting Rights.  The
Charitable Trustee shall have all voting rights and rights to dividends or
other distributions with respect to Shares held in the Charitable Trust, which
rights shall be exercised for the exclusive benefit of the Charitable
Beneficiary.  Any dividend or other distribution paid prior to the discovery by
the Trust that Shares have been transferred to the Charitable Trustee shall be
paid with respect to such Shares to the Charitable Trustee upon demand and any
dividend or other distribution authorized but unpaid shall be paid when due to
the Charitable Trustee.  Any dividends or distributions so paid over to the
Charitable Trustee shall be held in trust for the Charitable Beneficiary.  The
Prohibited Owner shall have no voting rights with respect to Shares held in the
Charitable Trust and, subject to Maryland law, effective as of the date that
Shares have been transferred to the Charitable Trustee, the Charitable Trustee
shall have the authority (at the Charitable Trustee's sole discretion) (i) to
rescind as void any vote cast by a Prohibited Owner prior to the discovery by
the Trust that Shares have been transferred to the Charitable Trustee and (ii)
to recast such vote in accordance with the desires of the Charitable Trustee
acting for the benefit of the Charitable Beneficiary; provided, however, that
if the Trust has already taken irreversible action, then the Charitable Trustee
shall not have the power to rescind and recast such vote.  Notwithstanding the
provisions of this Article VII, until the Trust has received notification that
Shares have been





                                       21
<PAGE>   22

transferred into a Charitable Trust, the Trust shall be entitled to rely on its
share transfer and other shareholder records for purposes of preparing lists of
shareholders entitled to vote at meetings, determining the validity and
authority of proxies and otherwise conducting votes of shareholders.

                          Section 7.3.4  Rights Upon Liquidation.  Upon any
voluntary or involuntary liquidation, dissolution or winding up of or any
distribution of the assets of the Trust, the Charitable Trustee shall be
entitled to receive, ratably with each other holder of Shares of the class or
series of Shares that is held in the Charitable Trust, that portion of the
assets of the Trust available for distribution to the holders of such class or
series (determined based upon the ratio that the number of Shares or such class
or series of Shares held by the Charitable Trustee bears to the total number of
Shares of such class or series of Shares then outstanding).  The Charitable
Trustee shall distribute any such assets received in respect of the Shares held
in the Charitable Trust in any liquidation, dissolution or winding up of, or
distribution of the assets of the Trust, in accordance with Section 7.3.5.

                          Section 7.3.5  Sale of Shares by Charitable Trustee.
Within 20 days of receiving notice from the Trust that Shares have been
transferred to the Charitable Trust, the Charitable Trustee of the Charitable
Trust shall sell the Shares held in the Charitable Trust to a person,
designated by the Charitable Trustee, whose ownership of the Shares will not
violate the ownership limitations set forth in Section 7.2.1(a).  Upon such
sale, the interest of the Charitable Beneficiary in the Shares sold shall
terminate and the Charitable Trustee shall distribute the net proceeds of the
sale to the Prohibited Owner and to the Charitable Beneficiary as provided in
this Section 7.3.5.  The Prohibited Owner shall receive the lesser of (1) the
price paid by the Prohibited Owner for the Shares or, if the Prohibited Owner
did not give value for the Shares in connection with the event causing the
Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise
or other such transaction), the Market Price of the Shares on the day of the
event causing the Shares to be held in the Charitable Trust and (2) the price
per share received by the





                                       22
<PAGE>   23

Charitable Trustee from the sale or other disposition of the Shares held in the
Charitable Trust.  Any net sales proceeds in excess of the amount payable to
the Prohibited Owner shall be immediately paid to the Charitable Beneficiary.
If, prior to the discovery by the Trust that Shares have been transferred to
the Charitable Trustee, such Shares are sold by a Prohibited Owner, then (i)
such Shares shall be deemed to have been sold on behalf of the Charitable Trust
and (ii) to the extent that the Prohibited Owner received an amount for such
Shares that exceeds the amount that such Prohibited Owner was entitled to
receive pursuant to this Section 7.3.5, such excess shall be paid to the
Charitable Trustee upon demand.  The Charitable Trustee shall have the right
and power (but not the obligation) to offer any Equity Share held in trust for
sale to the Trust on such terms and conditions as the Charitable Trustee shall
deem appropriate.

                          Section 7.3.6  Purchase Right in Shares Transferred
to the Charitable Trustee.  Shares transferred to the Charitable Trustee shall
be deemed to have been offered for sale to the Trust, or its designee, at a
price per share equal to the lesser of (i) the price per share in the
transaction that resulted in such transfer to the Charitable Trust (or, in the
case of a devise or gift, the Market Price at the time of such devise or gift)
and (ii) the Market Price on the date the Trust, or its designee, accepts such
offer.  The Trust shall have the right to accept such offer until the
Charitable Trustee has sold the Shares held in the Charitable Trust pursuant to
Section 7.3.5.  Upon such a sale to the Trust, the interest of the Charitable
Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall
distribute the net proceeds of the sale to the Prohibited Owner.

                          Section 7.3.7  Designation of Charitable
Beneficiaries.  By written notice to the Charitable Trustee, the Trust shall
designate one or more nonprofit organizations to be the Charitable Beneficiary
of the interest in the Charitable Trust such that (i) Shares held in the
Charitable Trust would not violate the restrictions set forth in Section
7.2.1(a) in the hands of such





                                       23
<PAGE>   24

Charitable Beneficiary and (ii) each such organization must be described in
Sections 501(c)(3), 170(b)(1)(A) or 170(c)(2) of the Code.

                 Section 7.4  NYSE Transactions.  Nothing in this Article VII
shall preclude the settlement of any transaction entered into through the
facilities of the NYSE or any other national securities exchange or automated
inter-dealer quotation system.  The fact that the settlement of any transaction
is so permitted shall not negate the effect of any other provision of this
Article VII and any transferee in such a transaction shall be subject to all of
the provisions and limitations set forth in this Article VII.

                 Section 7.5  Enforcement.  The Trust is authorized
specifically to seek equitable relief, including injunctive relief, to enforce
the provisions of this Article VII.

                 Section 7.6  Non-Waiver.  No delay or failure on the part of
the Trust or the Board of Trustees in exercising any right hereunder shall
operate as a waiver of any right of the Trust or the Board of Trustees, as the
case may be, except to the extent specifically waived in writing.

                                  ARTICLE VIII

                                  SHAREHOLDERS

                 Section 8.1  Meetings.  There shall be an annual meeting of
the shareholders, to be held on proper notice at such time (after the delivery
of the annual report) and convenient location as shall be determined by or in
the manner prescribed in the Bylaws, for the election of the Trustees, if
required, and for the transaction of any other business within the powers of
the Trust. Except as otherwise provided in the Declaration of Trust, special
meetings of shareholders may be called in the manner provided in the Bylaws.
If there are no Trustees, the officers of the Trust shall promptly call a
special meeting of the shareholders entitled to vote for the election of
successor Trustees.  Any meeting may be adjourned and reconvened as the
Trustees determine or as provided in the Bylaws.





                                       24
<PAGE>   25


                 Section 8.2  Voting Rights.  Subject to the provisions of any
class or series of Shares then outstanding, the shareholders shall be entitled
to vote only on the following matters: (a) election of Trustees as provided in
Section 5.2 and the removal of Trustees as provided in Section 5.3; (b)
amendment of the Declaration of Trust as provided in Article X; (c) termination
of the Trust as provided in Section 10.3; (d) merger or consolidation of the
Trust, or the sale or disposition of substantially all of the property of the
Trust , as provided in Article XI; (e) such other matters with respect to which
the Board of Trustees has adopted a resolution declaring that a proposed action
is advisable and directing that the matter be submitted to the shareholders for
approval or ratification; and (f) such other matters as may be properly brought
before a meeting by a shareholder pursuant to the Bylaws.  Except with respect
to the foregoing matters, no action taken by the shareholders at any meeting
shall in any way bind the Board of Trustees.

                 Section 8.3  Preemptive and Appraisal Rights.  Except as may
be provided by the Board of Trustees in setting the terms of classified or
reclassified Shares pursuant to Section 6.4, no holder of Shares shall, as such
holder, (a) have any preemptive right to purchase or subscribe for any
additional Shares of the Trust or any other security of the Trust which it may
issue or sell or (b), except as expressly required by Title 8, have any right
to require the Trust to pay him the fair value of his Shares in an appraisal or
similar proceeding.

                 Section 8.4  Extraordinary Actions.  Except as otherwise
specifically provided in the Declaration of Trust (including without
limitation, in those provisions relating to election and removal of Trustees
and changes in the number of authorized Shares), notwithstanding any provision
of law permitting or requiring any action to be taken or authorized by the
affirmative vote of the holders of a greater number of votes, (a) any
transaction approval of which requires by law the affirmative vote of
shareholders and pursuant to which the Trust's business and assets will be
combined with those of one or more other entities (whether by merger, sale or
other transfer of assets, consolidation or share exchange) (a "Business
Contribution") shall be effective and valid if





                                       25
<PAGE>   26

taken or authorized by the affirmative vote of not less than a majority of all
the votes entitled to be cast on the matter and (b) any other action shall be
effective and valid if taken or authorized by the affirmative vote of not less
than sixty-six and two-thirds percent (66 2/3%) of all the votes entitled to be
cast on the matter.

                 Section 8.5  Action By Shareholders without a Meeting.  The
Bylaws of the Trust may provide that any action required or permitted to be
taken by the shareholders may be taken without a meeting by the written consent
of the shareholders entitled to cast a sufficient number of votes to approve
the matter as required by statute, the Declaration of Trust or the Bylaws of
the Trust, as the case may be.

                                   ARTICLE IX

                     LIABILITY LIMITATION, INDEMNIFICATION
                        AND TRANSACTIONS WITH THE TRUST

                 Section 9.1  Limitation of Shareholder Liability.  No
shareholder shall be liable for any debt, claim, demand, judgment or obligation
of any kind of, against or with respect to the Trust by reason of his being a
shareholder, nor shall any shareholder be subject to any personal liability
whatsoever, in tort, contract or otherwise, to any person in connection with
the property or the affairs of the Trust by reason of his being a shareholder.

                 Section 9.2  Limitation of Trustee and Officer Liability.  To
the maximum extent that Maryland law in effect from time to time permits
limitation of the liability of trustees and officers of a real estate
investment trust, no Trustee or officer of the Trust shall be liable to the
Trust or to any shareholder for money damages.  Neither the amendment nor
repeal of this Section 9.2, nor the adoption or amendment of any other
provision of the Declaration of Trust inconsistent with this Section 9.2, shall
apply to or affect in any respect the applicability of the preceding sentence
with respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption.  In the absence of any Maryland statute limiting
the liability of trustees and officers of a Maryland





                                       26
<PAGE>   27

real estate investment trust for money damages in a suit by or on behalf of the
Trust or by any shareholder, no Trustee or officer of the Trust shall be liable
to the Trust or to any shareholder for money damages except to the extent that
(a) the Trustee or officer actually received an improper benefit or profit in
money, property, or services, for the amount of the benefit or profit in money,
property, or services actually received; or (b) a judgment or other final
adjudication adverse to the Trustee or officer is entered in a proceeding based
on a finding in the proceeding that the Trustee's or officer's action or
failure to act was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding.

                 Section 9.3  Indemnification.  The Trust shall have the power,
to the maximum extent permitted by Maryland law in effect from time to time, to
obligate itself to indemnify, and to pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to, (a) any individual who is a
present or former shareholder, Trustee or officer of the Trust or (b) any
individual who, while a Trustee of the Trust and at the request of the Trust,
serves or has served as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or any other enterprise from and against any claim or liability to
which such person may become subject or which such person may incur by reason
of his status as a present or former shareholder, Trustee or officer of the
Trust.  The Trust shall have the power, with the approval of its Board of
Trustees, to provide such indemnification and advancement of expenses to a
person who served a predecessor of the Trust in any of the capacities described
in (a) or (b) above and to any employee or agent of the Trust or a predecessor
of the Trust.

                 Section 9.4  Transactions Between the Trust and its Trustees,
Officers, Employees and Agents.  Subject to any express restrictions in the
Declaration of Trust or adopted by the Trustees in the Bylaws or by resolution,
the Trust may enter into any contract or transaction of any kind with any
person, including any Trustee, officer, employee or agent of the Trust or any
person





                                       27
<PAGE>   28

affiliated with a Trustee, officer, employee or agent of the Trust, whether or
not any of them has a financial interest in such transaction.

                 Section 9.5  Express Exculpatory Clauses in Instruments.  The
Board of Trustees shall cause to be inserted in every written agreement,
undertaking or obligation made or issued on behalf of the Trust, an appropriate
provision to the effect that neither the Shareholders nor the Trustees,
officers, employees or agents of the Trust shall be liable under any written
instrument creating an obligation of the Trust, and all Persons shall look
solely to the property of the Trust for the payment of any claim under or for
the performance of that instrument.  The omission of the foregoing exculpatory
language from any instrument shall not affect the validity or enforceability of
such instrument and shall not render any Shareholder, Trustee, officer,
employee or agent liable thereunder to any third party nor shall the Trustees
or any officer, employee or agent of the Trust be liable to anyone for such
omission.

                                   ARTICLE X

                                   AMENDMENTS

                 Section 10.1  General.  The Trust reserves the right from time
to time to make any amendment to the Declaration of Trust, now or hereafter
authorized by law, including any amendment altering the terms or contract
rights, as expressly set forth in the Declaration of Trust, of any Shares.  All
rights and powers conferred by the Declaration of Trust on shareholders,
Trustees and officers are granted subject to this reservation.  Articles of
Amendment to the Declaration of Trust (a) shall be signed and acknowledged by
at least a majority of the Trustees, or an officer duly authorized by at least
a majority of the Trustees, (b) shall be filed for record as provided in
Section 13.5 and (c) shall become effective as of the later of the time the
SDAT accepts the Articles of Amendment for record or the time established in
the Articles of Amendment, not to exceed 30 days after the Articles of
Amendment are accepted for record.  All references to the Declaration of Trust
shall include all amendments thereto.





                                       28
<PAGE>   29


                 Section 10.2  By Trustees.  The Trustees may amend the
Declaration of Trust from time to time, in the manner provided by Title 8,
without any action by the shareholders, to qualify as a real estate investment
trust under the Code or under Title 8 and as otherwise provided in the
Declaration of Trust.

                 Section 10.3  By Shareholders.  Except as otherwise provided
in this Declaration of Trust, any amendment to the Declaration of Trust shall
be valid only (a) if in connection with a Business Combination, if approved by
the affirmative vote of not less than a majority of all the votes entitled to
be cast on the matter and (b) otherwise, if approved by the affirmative vote of
not less than sixty-six and two thirds percent (66 2/3%) of all the votes
entitled to be cast on the matter.

                                   ARTICLE XI

                MERGER, CONSOLIDATION OR SALE OF TRUST PROPERTY

         Subject to the provisions of any class or series of Shares at the time
outstanding, the Trust may (a) merge the Trust into another entity, (b)
consolidate the Trust with one or more other entities into a new entity or (c)
sell, lease, exchange or otherwise transfer all or substantially all of the
property of the Trust .  Any such action must be approved by the Board of
Trustees and, after notice to all shareholders entitled to vote on the matter,
by the affirmative vote of not less than sixty-six and two thirds percent (66
2/3%) of all the votes entitled to be cast on the matter.

                                  ARTICLE XII

                       DURATION AND TERMINATION OF TRUST

                 Section 12.1  Duration.  The Trust shall continue perpetually
unless terminated pursuant to Section 12.2 or pursuant to any applicable
provision of Title 8.

                 Section 12.2  Termination.

                          (a)     Subject to the provisions of any class or
series of Shares at the time outstanding, the Trust may be terminated at any
meeting of shareholders, by the affirmative vote





                                       29
<PAGE>   30

of sixty-six and two thirds percent (66 2/3%) of all the votes entitled to be
cast on the matter.  Upon the termination of the Trust:

                                  (i)     The Trust shall carry on no business
except for the purpose of winding up its affairs.

                                  (ii)    The Trustees shall proceed to wind
up the affairs of the Trust and all of the powers of the Trustees under the
Declaration of Trust shall continue, including the powers to fulfill or
discharge the Trust's contracts, collect its assets, sell, convey, assign,
exchange, transfer or otherwise dispose of all or any part of the remaining
property of the Trust to one or more persons at public or private sale for
consideration which may consist in whole or in part of cash, securities or
other property of any kind, discharge or pay its liabilities and do all other
acts appropriate to liquidate its business.

                                  (iii) After paying or adequately providing
for the payment of all liabilities, and upon receipt of such releases,
indemnities and agreements as they deem necessary for their protection, the
Trust may distribute the remaining property of the Trust among the shareholders
so that after payment in full or the setting apart for payment of such
preferential amounts, if any, to which the holders of any Shares at the time
outstanding shall be entitled, the remaining property of the Trust shall,
subject to any participating or similar rights of Shares  at the time
outstanding, be distributed ratably among the holders of Common Shares at the
time outstanding.

                          (b)     After termination of the Trust, the
liquidation of its business and the distribution to the shareholders as herein
provided, a majority of the Trustees shall execute and file with the Trust's
records a document certifying that the Trust has been duly terminated, and the
Trustees shall be discharged from all liabilities and duties hereunder, and the
rights and interests of all shareholders shall cease.





                                       30
<PAGE>   31


                                  ARTICLE XIII

                                 MISCELLANEOUS

                 Section 13.1  Governing Law.  The Declaration of Trust is
executed by the undersigned Trustees and delivered in the State of Maryland
with reference to the laws thereof, and the rights of all parties and the
validity, construction and effect of every provision hereof shall be subject to
and construed according to the laws of the State of Maryland without regard to
conflicts of laws provisions thereof.

                 Section 13.2  Reliance by Third Parties.  Any certificate
shall be final and conclusive as to any person dealing with the Trust if
executed by the Secretary or an Assistant Secretary of the Trust or a Trustee,
and if certifying to: (a) the number or identity of Trustees, officers of the
Trust or shareholders; (b) the due authorization of the execution of any
document; (c) the action or vote taken, and the existence of a quorum, at a
meeting of the Board of Trustees or shareholders; (d) a copy of the Declaration
of Trust or of the Bylaws as a true and complete copy as then in force; (e) an
amendment to the Declaration of Trust; (f) the termination of the Trust; or (g)
the existence of any fact or relating to the affairs of the Trust.  No
purchaser, lender, transfer agent or other person shall be bound to make any
inquiry concerning the validity of any transaction purporting to be made by the
Trust on its behalf or by any officer, employee or agent of the Trust.

                 Section 13.3  Severability.

                          (a)     The provisions of the Declaration of Trust
are severable, and if the Board of Trustees shall determine, with the advice of
counsel, that any one or more of such provisions (the "Conflicting Provisions")
are in conflict with the Code, Title 8 or other applicable federal or state
laws, the Conflicting Provisions, to the extent of the conflict, shall be
deemed never to have constituted a part of the Declaration of Trust, even
without any amendment of the Declaration of Trust pursuant to Article X and
without affecting or impairing any of the remaining





                                       31
<PAGE>   32

provisions of the Declaration of Trust or rendering invalid or improper any
action taken or omitted prior to such determination.  No Trustee shall be
liable for making or failing to make such a determination.  In the event of any
such determination by the Board of Trustees, the Board shall amend the
Declaration of Trust in the manner provided in Section 10.2.

                          (b)     If any provision of the Declaration of Trust
shall be held invalid or unenforceable in any jurisdiction, such holding shall
apply only to the extent of any such invalidity or unenforceability and shall
not in any manner affect, impair or render invalid or unenforceable such
provision in any other jurisdiction or any other provision of the Declaration
of Trust in any jurisdiction.

                 Section 13.4  Construction.  In the Declaration of Trust,
unless the context otherwise requires, words used in the singular or in the
plural include both the plural and singular and words denoting any gender
include all genders.  The title and headings of different parts are inserted
for convenience and shall not affect the meaning, construction or effect of the
Declaration of Trust.  In defining or interpreting the powers and duties of the
Trust and its Trustees and officers, reference may be made by the Trustees or
officers, to the extent appropriate and not inconsistent with the Code or Title
8, to Titles 1 through 3 of the Corporations and Associations Article of the
Annotated Code of Maryland.  In furtherance and not in limitation of the
foregoing, in accordance with the provisions of Title 3, Subtitles 6 and 7, of
the Corporations and Associations Article of the Annotated Code of Maryland,
the Trust shall be included within the definition of "corporation" for purposes
of such provisions.

                 Section 13.5  Recordation.  The Declaration of Trust and any
articles of amendment hereto shall be filed for record with the SDAT and may
also be filed or recorded in such other places as the Trustees deem
appropriate, but failure to file for record the Declaration of Trust or any
articles of amendment hereto in any office other than in the State of Maryland
shall not affect or impair the validity or effectiveness of the Declaration of
Trust or any amendment





                                       32
<PAGE>   33

hereto.  A restated Declaration of Trust shall, upon filing, be conclusive
evidence of all amendments contained therein and may thereafter be referred to
in lieu of the original Declaration of Trust and the various articles of
amendments thereto.





                                       33
<PAGE>   34

              IN WITNESS WHEREOF, THESE ARTICLES OF AMENDMENT AND RESTATEMENT
OF DECLARATION OF TRUST HAVE BEEN SIGNED ON THIS ______  DAY OF ____________,
1997 BY THE UNDERSIGNED PRESIDENT OF THE TRUST AND WITNESSED BY THE UNDERSIGNED
SECRETARY OF THE TRUST, EACH OF WHOM ACKNOWLEDGES, THAT THIS DOCUMENT IS HIS
FREE ACT AND DEED, AND THAT TO THE BEST OF HIS KNOWLEDGE, INFORMATION, AND
BELIEF, THE MATTERS AND FACTS SET FORTH HEREIN ARE TRUE IN ALL MATERIAL
RESPECTS AND THAT THE STATEMENT IS MADE UNDER THE PENALTIES FOR PERJURY.

ATTEST:                                   EQUITY OFFICE PROPERTIES TRUST


_____________________________      (SEAL) _________________________________
SECRETARY                                 PRESIDENT


                                       OR


              IN WITNESS WHEREOF, THE ARTICLES OF AMENDMENT AND RESTATEMENT OF
DECLARATION OF TRUST HAVE BEEN SIGNED ON THIS ______  DAY OF ____________, 1997
BY A MAJORITY OF THE TRUSTEES OF THE TRUST, EACH OF WHOM ACKNOWLEDGES, THAT
THIS DOCUMENT IS HIS FREE ACT AND DEED, AND THAT TO THE BEST OF HIS KNOWLEDGE,
INFORMATION, AND BELIEF, THE MATTERS AND FACTS SET FORTH HEREIN ARE TRUE IN ALL
MATERIAL RESPECTS AND THAT THE STATEMENT IS MADE UNDER THE PENALTIES FOR
PERJURY.


                                        ___________________________________
                                        TRUSTEE


                                        ___________________________________
                                        TRUSTEE


                                        ___________________________________
                                        TRUSTEE





                                       34
<PAGE>   35

                 The total number of shares of beneficial interest which the
Trust has authority to issue pursuant to the foregoing amendment and
restatement of the Declaration of Trust is 850,000,000, consisting of
750,000,000 common shares of beneficial interest, $0.01 par value per share,
and 100,000,000 preferred shares of beneficial interest, $0.01 par value per
share.  The aggregate par value of all authorized shares of beneficial interest
having par value is $8,500,000.





                                       35

<PAGE>   1
                                                                   EXHIBIT 3.2




                         EQUITY OFFICE PROPERTIES TRUST

                                   BYLAWS

                                  ARTICLE I

                                   OFFICES

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

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


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

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

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

         Section 3.  SPECIAL MEETINGS.  The chairman of the board or the
president or one-third of the Trustees may call special meetings of the
shareholders.  Special meetings of shareholders shall also be called by the
secretary upon the written request of the holders of shares entitled to cast
not less than twenty-five percent (25%) of all the votes entitled to be cast at
such meeting.  Such request shall state the purpose of such meeting and the
matters proposed to be acted on at such meeting.  Within ten (10) days of the
receipt of such a request, the secretary shall inform such shareholders of the
reasonably estimated cost of preparing and mailing notice of the meeting
(including all proxy materials that may be required in connection therewith)
and, upon payment by such shareholders to the Trust of such costs, the
secretary shall, within thirty (30) days of such payment, or such longer
<PAGE>   2

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

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

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

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

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

         Section 7.  QUORUM.  At any meeting of shareholders, the presence in
person or by proxy of shareholders entitled to cast a   majority of all the
votes entitled to be cast at such meeting shall constitute a quorum; but this
section shall not affect any requirement under any statute or the declaration
of trust ("Declaration of Trust") for the vote necessary for the adoption of
any measure.  If, however, such quorum shall not be present at any meeting of
the shareholders, the shareholders entitled to vote at such meeting, present in
person or by proxy, shall have the power to adjourn the meeting from time to
time to a date not more than

                                      2
<PAGE>   3

120 days after the original record date without notice other than announcement
at the meeting.  At such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted at the meeting
as originally notified.

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

         Section 9.  PROXIES.  A shareholder may cast the votes entitled to be
cast by the shares owned of record by him either in person or by proxy executed
in writing by the shareholder or by his duly authorized attorney in fact. 
Such proxy shall be filed with the Secretary of the Trust before or at the time
of the meeting.  No proxy shall be valid after eleven months from the date of
its execution, unless otherwise provided in the proxy.

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

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

         The Trustees may adopt by resolution a procedure by which a
shareholder may certify in writing to the Trust that any shares registered in
the name of the shareholder are held for the account of a specified person
other than the shareholder.  The resolution shall set forth the class of
shareholders who may 





                                       3
<PAGE>   4

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

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

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

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

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





                                       4
<PAGE>   5


         Section 13.  NOMINATIONS AND PROPOSALS BY SHAREHOLDERS.

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

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





                                       5
<PAGE>   6

books, and of such beneficial owner and (y) the number of each class of shares
of the Trust which are owned beneficially and of record by such shareholder and
such beneficial owner.

                 (3)   Notwithstanding anything in the second sentence of
paragraph (a) (2) of this Section 13 to the contrary, in the event that the
number of Trustees to be elected to the Board of Trustees is increased and
there is no public announcement by the Trust naming all of the nominees for
Trustee or specifying the size of the increased Board of Trustees at least 70
days prior to the first anniversary of the preceding year's annual meeting, a
shareholder's notice required by this Section 13(a) shall also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the secretary at the principal executive
offices of the Trust not later than the close of business on the tenth day
following the day on which such public announcement is first made by the Trust.

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

         (c)  General.  (1) Only such persons who are nominated in accordance
with the procedures set forth in this Section 13 shall be eligible to serve as
Trustees and only such business shall be conducted at a meeting of shareholders
as shall have been brought before the meeting in accordance with the procedures
set forth in





                                       6
<PAGE>   7

this Section 13.  The chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before
the meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section 13 and, if any proposed nomination or
business is not in compliance with this Section 13, to declare that such
nomination or proposal shall be disregarded.

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

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

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

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


                                  ARTICLE III

                                    TRUSTEES

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





                                       7
<PAGE>   8


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

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

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

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

         Section 6.  QUORUM.  A majority of the Trustees shall constitute a 
quorum for transaction of business at any meeting of the Trustees,  provided 
that, if less than a majority of such Trustees are present at said meeting, a 
majority of the





                                       8
<PAGE>   9

Trustees present may adjourn the meeting from time to time without further
notice, and provided further that if, pursuant to the Declaration of Trust or
these Bylaws, the vote of a majority of a particular group of Trustees is
required for action, a quorum must also include a majority of such group.

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

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

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

         Section 9.  INFORMAL ACTION BY TRUSTEES.  Any action required or
permitted to be taken at any meeting of the Trustees may be taken without a 
meeting, if a consent in writing to such action is signed by each Trustee and 
such written consent is filed with the minutes of proceedings of the Trustees.

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

         Section 11.  COMPENSATION; FINANCIAL ASSISTANCE.

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





                                       9
<PAGE>   10

construed to preclude any Trustees from serving the Trust in any other capacity
and receiving compensation therefor.

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

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

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

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

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

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

         Section 17.  CERTAIN RIGHTS OF TRUSTEES, OFFICERS, EMPLOYEES AND
AGENTS.  The Trustees shall have no responsibility to devote their full time to
the affairs of the Trust. Any Trustee or officer, employee or agent of the
Trust (other than a full-time officer, employee or agent of the Trust), in his
personal capacity or in a capacity as an affiliate, employee, or agent of any
other





                                       10
<PAGE>   11

person, or otherwise, may have business interests and engage in business
activities similar or in addition to those of or relating to the Trust.)


                                   ARTICLE IV

                                   COMMITTEES

         Section 1.  NUMBER, TENURE AND QUALIFICATION.  The Trustees may
appoint from among its members an Audit Committee, a Compensation Committee and
other committees, each composed of at least three Trustees, to serve at the
pleasure of the Trustees.  A majority of the Trustees on the Compensation
Committee and all of the Trustees on the Audit Committee shall be Independent
Trustees.


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

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

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

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

         Section 4.  TELEPHONE  MEETINGS.  Members of a committee of the
Trustees may participate in a meeting by means of a conference telephone or





                                       11
<PAGE>   12

similar communications equipment if all persons participating in the meeting
can hear each other at the same time.  Participation in a meeting by these
means shall constitute presence in person at the meeting.

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

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


                                   ARTICLE V

                                    OFFICERS

         Section 1.  GENERAL PROVISIONS.  The officers of the Trust shall
include a president, a secretary and a treasurer and may include a chairman of
the board, a vice chairman of the board, a chief executive officer, a chief 
operating officer, a chief financial officer, a chief legal counsel, one or 
more vice presidents, one or more assistant secretaries and one or more
assistant treasurers.  In addition, the Trustees may from time to time appoint
such other officers with such powers and duties as they shall deem necessary or
desirable.  The officers of the Trust shall be elected annually by the Trustees
at the first meeting of the Trustees held after each annual meeting of
shareholders.  If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as may be convenient.  Each
officer shall hold office until his successor is elected and qualifies or until
his death, resignation or removal in the manner hereinafter provided.  Any two
or more offices except president and vice president may be held by the same
person.  In their discretion, the Trustees may leave unfilled any office except
that of president and secretary. Election of an officer or agent shall not of
itself create contract rights between the Trust and such officer or agent.

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





                                       12
<PAGE>   13

acceptance of a resignation shall not be necessary to make it effective unless
otherwise stated in the resignation.  Such resignation shall be without
prejudice to the contract rights, if any, of the Trust.

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

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

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

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

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

         Section 8.  CHAIRMAN AND VICE CHAIRMAN OF THE BOARD.  The chairman of
the board shall preside over the meetings of the Trustees and of the
shareholders at which he shall be present and shall in general oversee all of
the business and affairs of the Trust.  In the absence of the chairman of the
board, the vice chairman of the board shall preside at such meetings at which
he shall be present.  The chairman and the vice chairman of the board may
execute any deed, mortgage, bond, contract or other instrument, except in cases
where the execution thereof shall be expressly delegated by the Trustees or by
these Bylaws to some other officer or agent of the Trust or shall be required
by law to be otherwise executed.  The chairman of the board and the vice
chairman of the board shall perform such other duties as may be assigned to him
or them by the Trustees.

         Section 9.  PRESIDENT.  In the absence of the chairman, the vice 
chairman of the board and the chief executive officer, the president shall
preside over the meetings of the Trustees and of the shareholders at which he
shall be present.  In the absence of a designation of a chief executive officer
by the Trustees,





                                       13
<PAGE>   14

the president shall be the chief executive officer and shall be ex officio a
member of all committees that may, from time to time, be constituted by the
Trustees.  The president may execute any deed, mortgage, bond, contract or
other instrument, except in cases where the execution thereof shall be
expressly delegated by the Trustees or by these Bylaws to some other officer or
agent of the Trust or shall be required by law to be otherwise executed; and in
general shall perform all duties incident to the office of president and such
other duties as may be prescribed by the Trustees from time to time.

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

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

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

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

         If required by the Trustees, he shall give the Trust a bond in such
sum and with such surety or sureties as shall be satisfactory to the Trustees
for the faithful performance of the duties of his office and for the
restoration to the Trust,





                                       14
<PAGE>   15

in case of his death, resignation, retirement or removal from office, of all
books, papers, vouchers, moneys and other property of whatever kind in his
possession or under his control belonging to the Trust.

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

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


                                   ARTICLE VI

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

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

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

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





                                       15
<PAGE>   16



                                  ARTICLE VII

                                     SHARES

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

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

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

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

         Section 3.  REPLACEMENT CERTIFICATE.  Any officer designated by the
Trustees may direct a new certificate to be issued in place of any certificate
previously issued by the Trust alleged to have been lost, stolen or destroyed
upon the making of an affidavit of that fact by the person claiming the 
certificate to be





                                       16
<PAGE>   17

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

         Section 4.  CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.  The

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

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

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

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

         Section 5.  STOCK LEDGER.  The Trust shall maintain at its principal
office or at the office of its counsel, accountants or transfer agent, an
original or





                                       17
<PAGE>   18

duplicate share ledger containing the name and address of each shareholder and
the number of shares of each class held by such shareholder.

         Section 6.  FRACTIONAL SHARES; ISSUANCE OF UNITS.  The Trustees may
issue fractional shares or provide for the issuance ofscrip, all on such
terms and under such conditions as they may determine.  Notwithstanding any
other provision of the Declaration of Trust or these Bylaws, the Trustees may
issue units consisting of different securities of the Trust.  Any security
issued in a unit shall have the same characteristics as any identical
securities issued by the Trust, except that the Trustees may provide that for a
specified period securities of the Trust issued in such unit may be transferred
on the books of the Trust only in such unit.


                                  ARTICLE VIII

                                ACCOUNTING YEAR

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


                                   ARTICLE IX

                                 DISTRIBUTIONS

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

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





                                       18
<PAGE>   19



                                   ARTICLE X

                     PROHIBITED INVESTMENTS AND ACTIVITIES;
                              INVESTMENT POLICIES

         Notwithstanding anything to the contrary in the Declaration of Trust,
the Trust shall not enter into any transaction referred to in (i), (ii) or
(iii) below which it does not believe is in the best interests of the Trust,
and will not, without the approval of a majority of the disinterested Trustees,
(i) acquire from or sell to any Trustee, officer or employee of the Trust, any
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in which a Trustee, officer or employee of the Trust owns more than
a one percent interest or any affiliate of any of the foregoing, any of the
assets or other property of the Trust, except for the acquisition directly or
indirectly of certain properties or interest therein, directly or indirectly,
through entities in which it owns an interest in connection with the initial
public offering of shares by the Trust or pursuant to agreements entered into
in connection with such offering, which properties shall be described in the
prospectus relating to such initial public offering, (ii) make any loan to or
borrow from any of the foregoing persons or (iii) engage in any other
transaction with any of the foregoing persons. Each such transaction will be in
all respects on such terms as are, at the time of the transaction and under the
circumstances then prevailing, fair and reasonable to the Trust.  Subject to
the foregoing and the provisions of the Declaration of Trust, the Board of
Trustees may from time to time adopt, amend, revise or terminate any policy or
policies with respect to investments by the Trust as it shall deem appropriate
in its sole discretion.


                                   ARTICLE XI

                                      SEAL

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

         Section 2.  AFFIXING SEAL.  Whenever the Trust is permitted or
required to affix its seal to a document, it shall be   sufficient to meet the
requirements of any law, rule or regulation relating to a seal to place the
word "(SEAL)" adjacent to the signature of the person authorized to execute the
document on behalf of the Trust.





                                       19
<PAGE>   20



                                  ARTICLE XII

                    INDEMNIFICATION AND ADVANCE OF EXPENSES

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





                                       20
<PAGE>   21


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


                                  ARTICLE XIII

                                WAIVER OF NOTICE

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


                                  ARTICLE XIV

                              AMENDMENT OF BYLAWS

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


                                   ARTICLE XV

                                 MISCELLANEOUS

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





                                       21

<PAGE>   1
                                                                     EXHIBIT 8.1

                                                              H & H DRAFT 6/4/97


              [FORM OF OPINION TO BE RENDERED AT CLOSING REGARDING
         THE QUALIFICATION OF EQUITY OFFICE PROPERTIES TRUST AS A REIT]





                              _____________, 1997




Equity Office Properties Trust
 and the Other Addressees Listed on
 Schedule A Hereto
Two North Riverside Plaza
Chicago, Illinois  60606

Ladies and Gentlemen:


                 We have acted as special tax counsel to Equity Office
Properties Trust, a Maryland real estate investment trust (the "Company"), in
connection with the series of related transactions (collectively, the
"Consolidation Transactions") in which (i) ZML Investors, Inc., ZML Investors
II, Inc., Zell/Merrill Lynch Real Estate Opportunity Partners III Trust, and
Zell/Merrill Lynch Opportunity Partners IV Trust (collectively, the "ZML
REITs") will merge into the Company, (ii) Zell/Merrill Lynch Real Estate
Opportunity Partners Limited Partnership, Zell/Merrill Lynch Real Estate
Opportunity Partners Limited Partnership II, Zell/Merrill Lynch Real Estate
Opportunity Partners Limited Partnership III, and Zell/Merrill Lynch Real
Estate Opportunity Partners Limited Partnership IV (collectively, the
"Opportunity Partnerships") will contribute all of their assets to EOP
Operating Limited Partnership, a newly formed limited partnership in which the
Company will be the managing general partner (the "Operating Partnership"), and
(iii) the Company will consummate an initial public offering of its shares of
beneficial interest (the "Shares"), all as more fully described in the Private
Placement Memorandum dated _______________, 1997 (the "Private Placement
Memorandum").  In connection with the Consolidation Transactions, we have been
asked to provide you with the opinion on certain federal income tax matters set
forth in this letter.  Capitalized terms
<PAGE>   2
Equity Office Properties Trust
 and the Other Addressees Listed on
 Schedule A Hereto
_____________, 1997
Page 2




used in this letter and not otherwise defined herein have the meaning set forth
in the Private Placement Memorandum.

BASES FOR OPINIONS

                 The opinions set forth in this letter are based on relevant
current provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations thereunder (including proposed and temporary
Treasury Regulations), and interpretations of the foregoing as expressed in
court decisions, the legislative history, and administrative determinations
(including its practices and policies in issuing private letter rulings, which
are not binding on the Internal Revenue Service (the "IRS") except with respect
to a taxpayer that receives such a ruling), all as of the date hereof.  These
provisions and interpretations are subject to changes, which may or may not be
retroactive in effect, that might result in material modifications of our
opinions.  Our opinion does not foreclose the possibility of a contrary
determination by the IRS or a court of competent jurisdiction, or of a contrary
position by the IRS or the Treasury Department in regulations or rulings issued
in the future.  In this regard, an opinion of counsel with respect to an issue
merely represents counsel's best judgment with respect to the probable outcome
on the merits with respect to such issue, is not binding on the IRS or the
courts, and is not a guarantee that the IRS will not assert a contrary position
with respect to such issue or that a court will not sustain such a position
asserted by the IRS.

                 In rendering the following opinions, we have examined such
statutes, regulations, records, certificates and other documents as we have
considered necessary or appropriate as a basis for such opinions, including the
following:  (1) the Private Placement Memorandum; (2) the Contribution
Agreement (including the various  exhibits thereto); (3) the [First Amended and
Restated] Agreement of Limited Partnership of the Operating Partnership, as
amended, as of ___________________, 1997; (4) the [Amended and Restated]
Declaration of Trust of the Company dated as of ________________, 1997; (5) the
agreements of limited partnership, as amended to the date hereof, of each of
the Opportunity Partnerships; (6) the articles of incorporation or declaration
of trust, as applicable, as amended to the date hereof, of each of the ZML
REITs; (7) the form of partnership agreement or limited liability company
operating agreement, as applicable, used by the Opportunity Partnerships to
organize and operate the partnerships and limited liability companies in which
one or more of the Opportunity Partnerships owns an interest (collectively, the
"Partnership
<PAGE>   3

Equity Office Properties Trust
 and the Other Addressees Listed on
 Schedule A Hereto
____________, 1997
Page 3




Subsidiaries"); (8) the articles of organization and stock ownership records of
each corporation in which one or more of the Opportunity Partnerships owns
stock (collectively, the "Corporate Entities"); (9) the articles of
incorporation and by-laws and stock ownership information for the Management
Corporation; (10) other necessary documents; and (11) the facts as we have
deemed necessary to render the opinions set forth in this letter.  The opinions
set forth in this letter also are premised on certain written representations
of the Company and each of the ZML REITs contained in letters to us dated as of
the date hereof regarding the assets, operations and activities of each of the
ZML REITs in the past and as to the contemplated assets, operations and
activities of the Company in the future (collectively, the "Management
Representation Letters").

                 We have made such legal and factual inquiries, including
examination of the documents set forth above, as we have deemed necessary or
appropriate for purposes of these opinions.  For purposes of rendering our
opinion, however, we have not made an independent investigation or audit of the
facts set forth in any of the above-referenced documents, including the Private
Placement Memorandum and the Management Representation Letters.  We
consequently have relied upon representations in the Management Representation
Letters that the information presented in such documents or otherwise furnished
to us is accurate and complete in all material respects.  We are not, however,
aware of any material facts or circumstances contrary to, or inconsistent with,
the representations we have relied upon as described herein, or other
assumptions set forth herein.

                 Moreover, we have assumed that (i) each of the ZML REITs, the
Opportunity Partnerships, the Partnership Subsidiaries, and the Corporate
Entities in which an Opportunity Partnership owns an interest have been
operated in the manner described in the relevant partnership agreement,
articles (or certificate) of incorporation, declaration of trust or other
organizational documents; (ii) each of the Company, the Operating Partnership,
the Opportunity Partnerships, the Partnership Subsidiaries, and the Corporate
Entities will be operated in the manner described in the relevant partnership
agreement, declaration of trust, articles (or certificate) of incorporation, or
other organizational documents and in the Private Placement Memorandum; (iii)
as represented by the Company, there are no agreements or understandings
between the Company or the Operating Partnership, on the one hand, and the
[entities] that own the voting stock of the Management Corporation and the
other Corporate Entities (the "Voting Stock Entities") or their respective
owners, on the other, that are inconsistent with the





<PAGE>   4

Equity Office Properties Trust
 and the Other Addressees Listed on
 Schedule A Hereto
____________, 1997
Page 4


Voting Stock Entities being considered to be both the record and beneficial
owner of more than 90% of the outstanding voting stock of each of the Corporate
Entities; and (iv) the Company is a validly organized and duly incorporated
real estate investment trust under the laws of the State of Maryland, each of
the Corporate Entities are validly organized and duly incorporated corporations
under the laws of the state in which they were purported to be organized (as
applicable), the Operating Partnership is a duly organized and validly existing
limited partnership under the laws of the State of Delaware, each of the
Opportunity Partnerships is a duly organized and validly existing limited
partnership under the laws of the State of Illinois, and each of the
Partnership Subsidiaries is a duly organized and validly existing partnership
or limited liability company, as the case may be, under the applicable laws of
the state in which they were purported to be organized.

                 In our review, we have assumed that all of the representations
and statements set forth in the documents that we reviewed (including the
Management Representation Letters) are true and correct, and all of the
obligations imposed by any such documents on the parties thereto, including
obligations imposed under the Declaration of Trust of the Company, have been
and will continue to be performed or satisfied in accordance with their terms.
We also have assumed the genuineness of all signatures, the proper execution of
all documents, the authenticity of all documents submitted to us as originals,
the conformity to originals of documents submitted to us as copies, and the
authenticity of the originals from which any copies were made.

OPINIONS
                 Based upon, subject to, and limited by the assumptions and
qualifications set forth herein, we are of the opinion as follows: 

                          1.      The Company is organized in conformity with 
the requirements for qualification and taxation as a real estate investment
trust ("REIT") under the Code, and the Company's proposed method of operation,
as of the date hereof, should enable it to continue to meet the requirements 
for qualification and taxation as a REIT for its taxable year ending December 
31, 1997 and subsequent taxable years.

                          2.      The discussions in the Private Placement
Memorandum under the headings "FEDERAL INCOME TAX CONSIDERATIONS -- Taxation of





<PAGE>   5

Equity Office Properties Trust
 and the Other Addressees Listed on
 Schedule A Hereto
____________, 1997
Page 5




the Company Following the Consolidation," "-- Taxation of Taxable U.S.
Shareholders of the Company Generally," "-- Taxation of Tax-Exempt Shareholders
of the Company," "-- Taxation of Non-U.S. Shareholders of the Company," and
"--Tax Aspects of the Company's Ownership of Interests in the Opportunity
Partnerships and the Operating Partnership," to the extent that such
discussions describe matters of law or legal conclusions, are correct in all
material respects.

                 We assume no obligation to advise you of any changes in our
opinion subsequent to the deliveries of this opinion letter.  The Company's
qualification and taxation as a REIT depends upon both (i) the ZML REITs'
satisfaction in the past, and (ii) the Company's ability to meet on a
continuing basis in the future, through actual annual operating and other
results, the various requirements under the Code and described in the Private
Placement Memorandum with regard to, among other things, the sources of their
gross income, the composition of their assets, the level of its distributions
to shareholders, and the diversity of their stock ownership.  Hogan & Hartson
L.L.P. has relied upon representations of the Company and the ZML REITs with
respect to these matters (including those set forth in the Management
Representation Letters) and will not review the Company's compliance with these
requirements on a continuing basis.  Accordingly, no assurance can be given
that the actual results of the Company's operations, the sources of its income,
the nature of its assets, the level of its distributions to shareholders and
the diversity of its share ownership for any given taxable year will satisfy
the requirements under the Code for qualification and taxation as a REIT.

                 This opinion letter has been prepared solely for your use in
connection with the Consolidation Transactions and should not be quoted in
whole or in part or otherwise be referred to, nor filed with or furnished to
any governmental agency or other person or entity, without the prior written
consent of this firm.  We do, however, consent to the references to this
opinion letter in the Private Placement Memorandum and to the inclusion of the
opinion letter as an exhibit to the Private Placement Memorandum.

                               Very truly yours,





<PAGE>   6

Equity Office Properties Trust
 and the Other Addressees Listed on
 Schedule A Hereto
____________, 1997
Page 6





                             Hogan & Hartson L.L.P.





<PAGE>   7





Schedule A to Letter
of Hogan & Hartson L.L.P.
Dated ______________, 1997



EOP Operating Limited Partnership

Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership

Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership II

Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership III

Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership IV






<PAGE>   1
                                                                    EXHIBIT 8.2


                                                              H & H DRAFT 6/4/97

              [FORM OF OPINION TO BE RENDERED AT CLOSING REGARDING
            THE TAX CONSEQUENCES OF THE CONSOLIDATION TRANSACTIONS]





                              _____________, 1997




Equity Office Properties Trust
EOP Operating Limited Partnership
 and the Other Addressees Listed on
 Schedule A Hereto
Two North Riverside Plaza
Chicago, Illinois  60606

Ladies and Gentlemen:

                 We have acted as special tax counsel to Equity Office
Properties Trust, a Maryland real estate investment trust (the "Company"), and
EOP Operating Limited Partnership, a Delaware limited partnership (the
"Operating Partnership"), in connection with the series of related transactions
(collectively, the "Consolidation Transactions") in which (i) ZML Investors,
Inc., ZML Investors II, Inc., Zell/Merrill Lynch Real Estate Opportunity
Partners III Trust, and Zell/Merrill Lynch Opportunity Partners IV Trust
(collectively, the "ZML REITs") will merge into the Company, with the
shareholders of the ZML REITs receiving shares of beneficial interest
("Shares") in the Company, (ii) Zell/Merrill Lynch Real Estate Opportunity
Partners Limited Partnership, Zell/Merrill Lynch Real Estate Opportunity
Partners Limited Partnership II, Zell/Merrill Lynch Real Estate Opportunity
Partners Limited Partnership III, and Zell/Merrill Lynch Real Estate
Opportunity Partners Limited Partnership IV (collectively, the "Opportunity
Partnerships") will contribute all of their assets to the Operating
Partnership, a newly formed limited partnership in which the Company will be
the managing general partner, in exchange for units of limited partnership
interest in the Operating Partnership ("Units"), and (iii) the Company will
consummate an initial public offering of it0s Shares, all as more fully
described in the Private Placement Memorandum dated _______________, 1997 (the
"Private Placement Memorandum").
<PAGE>   2
Equity Office Properties Trust
EOP Operating Limited Partnership
 and the Other Addressees Listed on
 Schedule A Hereto
____________, 1997
Page 2

                 In connection with the Consolidation Transactions, we have
been asked to provide you with the opinions on certain federal income tax
matters set forth in this letter.  Capitalized terms used in this letter and
not otherwise defined herein have the meaning set forth in the Private
Placement Memorandum.

BASES FOR OPINIONS

                 The opinions set forth in this letter are based on relevant
current provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations thereunder (including proposed and temporary
Treasury Regulations), and interpretations of the foregoing as expressed in
court decisions, applicable legislative history, and the administrative rulings
and practices of the Internal Revenue Service ("IRS") (including its practices
and policies in issuing private letter rulings, which are not binding on the
IRS except with respect to a taxpayer that receives such a ruling), all as of
the date hereof.  These provisions and interpretations are subject to change,
which may or may not be retroactive in effect, that might result in material
modifications of our opinions.  Our opinion does not foreclose the possibility
of a contrary determination by the IRS or a court of competent jurisdiction, or
of a contrary position by the IRS or the Treasury Department in regulations or
rulings issued in the future.  In this regard, an opinion of counsel with
respect to an issue merely represents counsel's best judgment with respect to
the probable outcome on the merits with respect to such issue, is not binding
on the IRS or the courts, and is not a guarantee that the IRS will not assert a
contrary position with respect to such issue or that a court will not sustain
such a position asserted by the IRS.

                 In rendering the following opinions, we have examined such
statutes, regulations, records, certificates and other documents as we have
considered necessary or appropriate as a basis for such opinions, including the
following:  (1) the Private Placement Memorandum; (2) the [First Amended and
Restated] Agreement of Limited Partnership of the Operating Partnership, as
amended, as of ___________________, 1997 (the "Operating Partnership
Agreement"); (3) the [Amended and Restated] Declaration of Trust of the Company
dated as of ________________, 1997 (the "Declaration of Trust"); (4) the
agreements of limited partnership, as amended to the date hereof and as
proposed to be amended in connection with the Consolidation, of each of the
Opportunity Partnerships; (5) the articles of incorporation or declaration of
trust, as applicable, as amended to the
<PAGE>   3

Equity Office Properties Trust
EOP Operating Limited Partnership
 and the Other Addressees Listed on
 Schedule A Hereto
____________, 1997
Page 3




date hereof, of each of the ZML REITs; (6) the Contribution Agreement
(including various exhibits thereto), dated as of __________, 1997, by and
among the Operating Partnership, the Opportunity Partnerships, [Equity Office
Holdings, L.L.C. and Equity Office Properties, L.L.C.], as amended to the date
hereof; (7) the Merger Agreement, dated as of ___________, 1997, by and among
the ZML REITs and the Company, as amended to the date hereof; (8) other
necessary documents; and (9) the facts as we have deemed necessary to render
the opinions set forth in this letter.  The opinions set forth in this letter
also are premised on certain written representations of the Company, each of
the ZML REITs, the Opportunity Partnerships, and the Operating Partnership
contained in letters to us dated as of the date hereof regarding certain
aspects of the Consolidation Transactions (collectively, the "Management
Representation Letters").

                 We have made such legal and factual inquiries, including
examination of the documents set forth above, as we have deemed necessary or
appropriate for purposes of these opinions.  For purposes of rendering our
opinions, however, we have not made an independent investigation or audit of
the facts set forth in any of the above-referenced documents, including the
Private Placement Memorandum and the Management Representation Letters.  We
consequently have relied upon representations in the Management Representation
Letters that the information presented in such documents or otherwise furnished
to us is accurate and complete in all material respects.  We are not, however,
aware of any material facts or circumstances contrary to, or inconsistent with,
the representations we have relied upon as described herein, or other
assumptions set forth herein.

                 Moreover, we have assumed that (i) each of the ZML REITs and
the Opportunity Partnerships have been operated in the manner described in the
relevant partnership agreement, articles (or certificate) of incorporation,
declaration of trust or other organizational documents; (ii) each of the
Company, the Operating Partnership, and the Opportunity Partnerships will be
operated in the manner described in the relevant partnership agreement,
declaration of trust, articles (or certificate) of incorporation, or other
organizational documents and in the Private Placement Memorandum; (iii) the
Company is a validly organized and duly incorporated real estate investment
trust under the laws of the State of Maryland; (iv) each of the ZML REITs is
validly organized and duly incorporated corporation or real estate investment
trust under the laws of the state in which they were purported to organized (as
applicable); (v) the Operating Partnership is a duly





<PAGE>   4

Equity Office Properties Trust
EOP Operating Limited Partnership
 and the Other Addressees Listed on
 Schedule A Hereto
____________, 1997
Page 4


organized and validly existing limited partnership under the laws of the State
of Delaware; and (vi) each of the Opportunity Partnerships is a duly organized
and validly existing limited partnership under the laws of the State of
Illinois.

                 In our review, we have assumed that all of the representations
and statements set forth in the documents that we reviewed (including the
Management Representation Letters) are true and correct, and all of the
obligations imposed by any such documents on the parties thereto, including
obligations imposed under the Declaration of Trust, the Operating Partnership
Agreement, the Merger Agreement, the Contribution Agreement, the articles of
incorporation or declaration of trust, as applicable, of the ZML REITs, and the
agreements of limited partnership of the Opportunity Partnerships, have been
and will continue to be performed or satisfied in accordance with their terms.
We also have assumed the genuineness of all signatures, the proper execution of
all documents, the authenticity of all documents submitted to us as originals,
the conformity to originals of documents submitted to us as copies, and the
authenticity of the originals from which any copies were made.

OPINIONS WITH RESPECT TO THE MERGERS OF THE ZML REITS INTO THE COMPANY

                 For the purposes of our opinions set forth below with respect
to the tax treatment of the Mergers of the ZML REITs into the Company, we have
assumed with your permission (in addition the various other assumptions set
forth in this letter) that:

                 (a)      Each of the Mergers will be effective and will
qualify as a statutory merger under applicable state law.

                 (b)      Since the date of its organization, each ZML REIT has
qualified, and through the effective time of the Merger, will continue to
qualify, as a "real estate investment" trust pursuant to Sections 856 through
860 of the Code.

                 (c)      The Company will make a valid election (and take all
actions necessary in connection therewith) under IRS Notice 88-19 with respect
to the merger of each of the ZML REITs into the Company.

                 (d)      There does not exist any plan or intention on the
part of the shareholders of any of the ZML REITs to engage in a sale, exchange,
transfer, distribution (including a distribution by a partnership to its
partners or by a





<PAGE>   5

Equity Office Properties Trust
EOP Operating Limited Partnership
 and the Other Addressees Listed on
 Schedule A Hereto
____________, 1997
Page 5




corporation to its shareholders), redemption or reduction in any way of the
shareholder's risk of ownership by short sale or otherwise, or other
disposition, directly or indirectly (collectively, a "Sale") of or with respect
to Shares to be received by the shareholders of a ZML REIT such that the
aggregate fair market value, determined as of the effective time of the Merger,
of the Shares subject to such Sales would exceed fifty percent (50%) of the
aggregate fair market value of all outstanding shares of stock or beneficial
interest, as applicable, of such ZML REIT immediately prior to the Merger.  For
purposes of  this assumption, any shareholder of a ZML REIT that exercises
dissenters appraisal rights in connection with the Merger will be treated as
having received Shares in the Merger and then sold those Shares for cash.

                 (e)      To the extent any expenses relating to the Merger (or
the "plan of reorganization" within the meaning of Treas. Reg.  Section
1.368-1(c) with respect to the Merger) are funded directly or indirectly by a
party other than the party incurring such expenses, such expenses will be
within the guidelines established in Revenue Ruling 73-54, 1973-1 C.B. 187.

                 Based upon, subject to, and limited by the assumptions and
qualifications set forth herein, we are of the opinion as follows with respect
to the Mergers of the ZML REITs into the Company:

                 1.       The Merger of each ZML REIT into the Company will
qualify as a reorganization under the provisions of Section 368(a)(1)(A) of the
Code.

                 2.       No gain or loss will be recognized by a ZML REIT
either on the transfer of its assets to the Company in exchange for Shares and
the assumption of the ZML REIT's liabilities by the Company or on the
distribution of the Shares received in the exchange to the shareholders of that
ZML REIT.

                 3.       No gain or loss will be recognized by the Company on
its acquisition of the assets of a ZML REIT in exchange for Shares and the
assumption of the liabilities of that ZML REIT.

                 4.       No gain or loss will be recognized to the
shareholders of a ZML REIT on the exchange of their stock or shares of
beneficial interest, as applicable, solely for Shares in the Merger.





<PAGE>   6

Equity Office Properties Trust
EOP Operating Limited Partnership
 and the Other Addressees Listed on
 Schedule A Hereto
____________, 1997
Page 6





                 5.       The payment of cash to a ZML REIT shareholder in lieu
of fractional share interests of Shares will be treated for federal income tax
purposes as if the fractional shares were distributed as part of the exchange
and then redeemed by the Company.  These cash payments will be treated as
having been received as distributions in full payment in exchange for the
fractional Share redeemed, as provided in Section 302(a) of the Code.

                 6.       The tax basis of the Shares to be received by the
shareholders of a ZML REIT in the Merger will be the same as the tax basis of
the common stock or shares of beneficial interest, as applicable, of the ZML
REIT surrendered in exchange therefor.

                 7.       The holding period of the Shares to be received by
the shareholders of a ZML REIT in the Merger will include the period during
which the common stock or shares of beneficial interest, as applicable, of the
ZML REIT surrendered in exchange therefor were held.

                 As described in the Private Placement Memorandum, up to 10% of
the Shares issued to the shareholders of each ZML REIT in the Mergers will be
deposited into escrow.  For a discussion of the tax treatment of any Escrowed
Shares that are required to be returned to the Company in satisfaction of
obligations of the former ZML REIT shareholders to the Company (and the
uncertainties associated with such treatment), see the section of the Private
Placement Memorandum captioned "Federal Income Tax Considerations -- Tax
Consequences of the Merger of the ZML REITs into the Company -- Tax Treatment
of Escrowed Shares."

                 We note that prior to, and in anticipation of, the
Consolidation, certain of the Opportunity Partnerships will dispose of various
assets that they hold that are not intended to be acquired by the Operating
Partnership in the Consolidation and will distribute the proceeds of such
dispositions to the partners, including the ZML REITs.  The ZML REITs in turn
will distribute any amounts (or assets) received to their respective
shareholders.  This opinion letter does not address the tax consequences to the
ZML REITs or their respective shareholders of the disposition transactions.

                 Immediately prior to the Consolidation, each ZML REIT will pay
(or set aside for payment) a cash dividend sufficient to permit that ZML REIT
to meet





<PAGE>   7

Equity Office Properties Trust
EOP Operating Limited Partnership
 and the Other Addressees Listed on
 Schedule A Hereto
____________, 1997
Page 7




the annual distribution requirements applicable to REITs under the Code.  These
dividends will be taxable to the recipients thereof in accordance with the
rules generally applicable to dividends paid by a REIT.

                 The Mergers could involve special tax considerations for
shareholders of a ZML REIT that are "non-U.S. shareholders" (that is, a
nonresident alien individual, foreign corporation, foreign partnership, or
foreign estate or trust) under the Foreign Investors in Real Property Tax Act
("FIRPTA").  These special considerations could include the recognition of gain
even though the Mergers qualify as reorganizations under the Code, if a ZML
REIT were not to qualify as a REIT or were not to be considered a "domestically
controlled REIT" for purposes of FIRPTA.  See "Federal Income Tax
Considerations -- Tax Consequences of the Mergers of the ZML REITs into the
Company --Special Considerations Related to Merger for Non-U.S. Shareholders."

OPINIONS WITH RESPECT TO THE OPERATING PARTNERSHIP AND THE TRANSFERS BY THE
OPPORTUNITY PARTNERSHIPS TO THE OPERATING PARTNERSHIP

                 For purposes of our opinions set forth below with respect to
the tax consequences of the transfers of assets by the Opportunity Partnerships
to the Operating Partnership, we have assumed with your permission (in addition
to the various other assumptions set forth in this letter) that:

                 (a)      The aggregate adjusted basis of each of the
Opportunity Partnerships in its respective assets at the time of the
Consolidation, after giving effect to all transactions anticipated to be
undertaken in contemplation thereof, will exceed the aggregate outstanding
liabilities of that Opportunity Partnership (including for this purpose an
Opportunity Partnership's "share," determined under Section 752, of the
liabilities of each partnership, limited liability company, and joint venture
in which it owns an interest).

                 (b)      No Investor LP will have a "negative capital account"
with respect to its interest in an Opportunity Partnership (that is, each
Investor LP will have an adjusted tax basis in its interest in the Opportunity
Partnership at least equal to its "share" (determined under Section 752 of the
Code) of the aggregate outstanding liabilities of that Opportunity Partnership
(including for this purpose an Opportunity Partnership's "share" of the
liabilities of each partnership, limited liability company, and joint venture
in which it owns an interest).





<PAGE>   8

Equity Office Properties Trust
EOP Operating Limited Partnership
 and the Other Addressees Listed on
 Schedule A Hereto
____________, 1997
Page 8





                 (c)      No Opportunity Partnership will own immediately prior
to the Consolidation any "unrealized receivables" (as defined in Section 751 of
the Code), other than "Section 1245 property" (as defined in Section 1245(a)(3)
of the Code) and "Section 1250 property" (as defined in Section 1250(c) of the
Code).

                 Based upon, subject to, and limited by the assumptions and
qualifications set forth herein, we are of the opinion as follows with respect
to the Operating Partnership, the Opportunity Partnerships, and the transfers
by the Opportunity Partnerships to the Operating Partnership:

                 1.       The Operating Partnership and each of the Opportunity
Partnerships will be treated as a partnership for federal income tax purposes
and will not be subject to tax as a corporation or an association taxable as a
corporation.

                 2.       The transfers by the Opportunity Partnerships of
their respective assets to the Operating Partnership in exchange for Units will
not result in the recognition of taxable gain or loss at the time of the
Consolidation to an Investor LP who does not receive cash distributions (or
deemed distributions of cash attributable relief from liabilities) in
connection with the Consolidation in excess of such Investor LP's basis in its
Opportunity Partnership interest at the time of the Consolidation.

                 3.       An Investor LP in an Opportunity Partnership who
subsequently receives a distribution of Units from an Opportunity Partnership
will not recognize taxable gain as a result of such distribution.

                 4.       The Unit Redemption Right will not be considered
"other consideration" such that its receipt would result in either an
Opportunity Partnership or an Investor LP being treated under the "disguised
sale" rules as having sold all or a portion of its assets to the Operating
Partnership in the Consolidation.

                 5.       The exercise of the Unit Redemption Right by an
Investor LP more than two years after the date of the Consolidation will not
cause the Consolidation itself to be a taxable transaction for either the
applicable Opportunity Partnership or the exercising Investor LP.





<PAGE>   9

Equity Office Properties Trust
EOP Operating Limited Partnership
 and the Other Addressees Listed on
 Schedule A Hereto
____________, 1997
Page 9





                 We note that prior to, and in anticipation of, the
Consolidation, certain of the Opportunity Partnerships will dispose of various
asset s that they hold that are not intended to be acquired by the Operating
Partnership in the Consolidation.  This opinion letter does not address the tax
consequences to the Opportunity Partnerships or their respective partners of
these various disposition transactions.

OPINION WITH RESPECT TO DISCUSSION IN "FEDERAL INCOME TAX 
CONSIDERATIONS" SECTION OF THE PRIVATE PLACEMENT MEMORANDUM

                 Based upon, subject to, and limited by the assumptions and
qualifications set forth herein, we are of the opinion that the discussion in
the Private Placement Memorandum under the heading "FEDERAL INCOME TAX
CONSIDERATIONS," to the extent that such discussions describe matters of law or
legal conclusions, are correct in all material respects.

                             *    *    *    *    *

                 For a discussion relating the law to the facts, and the legal
analysis underlying the opinions set forth in this letter, we incorporate by
reference the discussions of federal income tax issues in the sections of the
Private Placement Memorandum under the heading "Federal Income Tax
Considerations."

                 We assume no obligation to advise you of any changes in our
opinion subsequent to the deliveries of this opinion letter.

                 This opinion letter addresses only the specific federal tax
matters set forth above, and does not address any other federal, state, local
or foreign tax consequences that may result from the Consolidation Transactions
or any other transaction undertaken in connection therewith.  Without
limitation to the foregoing, this opinion letter expressly does not, and should
not be construed to, address the tax consequences of the Consolidation for the
entities that are currently the managing general partners of the Opportunity
Partnerships (the ZML General Partners), Equity Office Holdings, L.L.C., Equity
Office Properties, L.L.C., or the owners of interests in any of these entities.

                 This opinion letter has been prepared solely for your use in
connection with the Consolidation and should not be quoted in whole or in part
or otherwise be





<PAGE>   10

Equity Office Properties Trust
EOP Operating Limited Partnership
 and the Other Addressees Listed on
 Schedule A Hereto
____________, 1997
Page 10




referred to, nor filed with or furnished to any governmental agency or other
person or entity, without the prior written consent of this firm.  We do,
however, consent to the references to this opinion letter in the Private
Placement Memorandum and to the inclusion of the opinion letter as an exhibit
to the Private Placement Memorandum.



                                        Very truly yours,



                                        Hogan & Hartson L.L.P.





<PAGE>   11




Schedule A to Letter
of Hogan & Hartson L.L.P.
Dated ______________, 1997


Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership

Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership II

Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership III

Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership IV

ZML Investors, Inc.

ZML Investors II, Inc.

Zell/Merrill Lynch Real Estate Opportunity Partners III Trust

Zell/Merrill Lynch Real Estate Opportunity Partners IV Trust






<PAGE>   1
                                                                    EXHIBIT 10.1





                   _________________________________________

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                       EOP OPERATING LIMITED PARTNERSHIP

                   _________________________________________




                                                     Dated as of _________, 1997





<PAGE>   2




                              TABLE OF CONTENTS

ARTICLE I DEFINED TERMS ................................................  1
ARTICLE II ORGANIZATIONAL MATTERS ......................................  14
   Section 2.1 Organization ............................................  14
   Section 2.2 Name ....................................................  14
   Section 2.3 Registered Office and Agent; Principal Office ...........  15
   Section 2.4 Term ....................................................  15
ARTICLE III PURPOSE ....................................................  15
   Section 3.1 Purpose and Business ....................................  15
   Section 3.2 Powers ..................................................  15
ARTICLE IV CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS   16
   Section 4.1 Capital Contributions of the Partners ...................  16
   Section 4.2 Issuances of Partnership Interests ......................  16
   Section 4.3 No Preemptive Rights ....................................  18
   Section 4.4 Other Contribution Provisions ...........................  18
   Section 4.5 No Interest on Capital ..................................  18
ARTICLE V DISTRIBUTIONS ................................................  19
   Section 5.1 Requirement and Characterization of Distributions .......  19
   Section 5.2 Amounts Withheld ........................................  22
   Section 5.3 Distributions Upon Liquidation ..........................  22
   Section 5.4 Revisions to Reflect Issuance of Partnership Interests ..  22
ARTICLE VI ALLOCATIONS .................................................  22
   Section 6.1 Allocations For Capital Account Purposes ................  22
   Section 6.2 Revisions to Allocations to Reflect Issuance of Partnership 
           Interests....................................................  24
ARTICLE VII MANAGEMENT AND OPERATIONS OF BUSINESS ......................  24
   Section 7.1 Management ..............................................  24
   Section 7.2 Certificate of Limited Partnership ......................  28
   Section 7.3 Title to Partnership Assets .............................  29
   Section 7.4 Reimbursement of the General Partners ...................  29
   Section 7.5 Outside Activities of the General Partners; Relationship of 
           Shares to Partnership Units; Funding Debt.....................  31
   Section 7.6 Transactions with Affiliates .............................  33
   Section 7.7 Indemnification ..........................................  33
   Section 7.8 Liability of the General Partners ........................  35
   Section 7.9 Other Matters Concerning the General Partners ............  36
   Section 7.10 Reliance by Third Parties ...............................  38
   Section 7.11 Restrictions on General Partners' Authority .............  38
   Section 7.12 Loans by Third Parties ..................................  39
   Section 7.13 Actions of the General Partners .........................  40
ARTICLE VIII RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS .................  40
   Section 8.1 Limitation of Liability ..................................  40
   Section 8.2 Management of Business ...................................  40
   Section 8.3 Outside Activities of Limited Partners ...................  40
   Section 8.4 Return of Capital ........................................  41


                                     - i -




<PAGE>   3

   Section 8.5 Rights of Limited Partners Relating to the Partnership ...  41
   Section 8.6 Redemption Right .........................................  42
ARTICLE IX BOOKS, RECORDS, ACCOUNTING AND REPORTS .......................  45
   Section 9.1 Records and Accounting ...................................  45
   Section 9.2 Fiscal Year ..............................................  45
   Section 9.3 Reports ..................................................  46
ARTICLE X TAX MATTERS ...................................................  46
   Section 10.1 Preparation of Tax Returns ..............................  46
   Section 10.2 Tax Elections ...........................................  46
   Section 10.3 Tax Matters Partner .....................................  47
   Section 10.4 Organizational Expenses .................................  48
   Section 10.5 Withholding .............................................  48
ARTICLE XI TRANSFERS AND WITHDRAWALS ....................................  49
   Section 11.1 Transfer ................................................  49
   Section 11.2 Transfers of Partnership Interests of General Partners ..  49
   Section 11.3 Limited Partners' Rights to Transfer ....................  50
   Section 11.4 Substituted Limited Partners ............................  53
   Section 11.5 Assignees ...............................................  53
   Section 11.6 General Provisions ......................................  54
ARTICLE XII ADMISSION OF PARTNERS .......................................  56
   Section 12.1 Admission of a Successor General Partner ................  56
   Section 12.2 Admission of Additional Limited Partners ................  56
   Section 12.3 Amendment of Agreement and Certificate of Limited 
            Partnership..................................................  57
ARTICLE XIII DISSOLUTION AND LIQUIDATION ................................  57
   Section 13.1 Dissolution .............................................  57
   Section 13.2 Winding Up ..............................................  58
   Section 13.3 Compliance with Timing Requirements of Regulations ......  59
   Section 13.4 Deemed Distribution and Recontribution ..................  60
   Section 13.5 Rights of Limited Partners ..............................  60
   Section 13.6 Notice of Dissolution ...................................  60
   Section 13.7 Cancellation of Certificate of Limited Partnership ......  61
   Section 13.8 Reasonable Time for Winding Up ..........................  61
   Section 13.9 Waiver of Partition .....................................  61
   Section 13.10 Liability of Liquidator ................................  61
ARTICLE XIV AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS ................  61
   Section 14.1 Amendments ..............................................  61
   Section 14.2 Meetings of the Partners ................................  63
ARTICLE XV GENERAL PROVISIONS ...........................................  64
   Section 15.1 Addresses and Notice ....................................  64
   Section 15.2 Titles and Captions .....................................  64
   Section 15.3 Pronouns and Plurals ....................................  64
   Section 15.4 Further Action ..........................................  64
   Section 15.5 Binding Effect ..........................................  64
   Section 15.6 Creditors ...............................................  65
   Section 15.7 Waiver ..................................................  65

                                     - ii -
<PAGE>   4


   Section 15.8 Counterparts ............................................  65
   Section 15.9 Applicable Law ..........................................  65
   Section 15.10 Invalidity of Provisions ...............................  65
   Section 15.11 Power of Attorney ......................................  65
   Section 15.12 Entire Agreement .......................................  67
   Section 15.13 No Rights as Shareholders ..............................  67
   Section 15.14 Limitation to Preserve REIT Status .....................  67


                                   - iii -
<PAGE>   5







                                  EXHIBIT A
                      PARTNERS AND PARTNERSHIP INTERESTS

                                  EXHIBIT B
                         CAPITAL ACCOUNT MAINTENANCE

                                  EXHIBIT C
                           SPECIAL ALLOCATION RULES

                                  EXHIBIT D
                             NOTICE OF REDEMPTION

                                  EXHIBIT E
                        VALUE OF CONTRIBUTED PROPERTY




                                    - iv -
<PAGE>   6
                       AGREEMENT OF LIMITED PARTNERSHIP
                                      OF
                      EOP OPERATING LIMITED PARTNERSHIP


     THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of _______________, 1997,
is entered into by and among Zell/Merrill Lynch Real Estate Opportunity
Partners Limited Partnership and Zell/Merrill Lynch Real Estate Opportunity
Partners Limited Partnership II, each an Illinois limited partnership, and
Equity Office Properties Trust, a Maryland real estate investment trust, as the
General Partners, and the Persons whose names are set forth on Exhibit A hereto
as Limited Partners, together with any other Persons who become Partners in the
Partnership as provided herein.

     NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree to form the
Partnership as a limited partnership under the Delaware Revised Uniform Limited
Partnership Act, as amended from time to time, as follows:

                                  ARTICLE I

                                DEFINED TERMS

     The following definitions shall be for all purposes, unless otherwise
clearly indicated to the contrary, applied to the terms used in this Agreement.

     "Act" means the Delaware Revised Uniform Limited Partnership Act, as it
may be amended from time to time, and any successor to such statute.

     "Additional Limited Partner" means a Person admitted to the Partnership as
a Limited Partner pursuant to Section 12.2 hereof and who is shown as such on
the books and records of the Partnership.

     "Adjusted Capital Account" means the Capital Account maintained for each
Partner as of the end of each Partnership Year (i) increased by any amounts
which such Partner is obligated to restore pursuant to any provision of this
Agreement or is deemed to be obligated to restore pursuant to the penultimate
sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii)
decreased by the items described in Regulations Sections
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6).
The foregoing definition of Adjusted Capital Account is intended to comply with
the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be
interpreted consistently therewith.

     "Adjusted Capital Account Deficit" means, with respect to any Partner, the
deficit balance, if any, in such Partner's Adjusted Capital Account as of the
end of the relevant Partnership Year.

     "Adjusted Property" means any property the Carrying Value of which has
been adjusted pursuant to Exhibit B.


<PAGE>   7
     "Adjustment Date" has the meaning set forth in Section 4.2.B.

     "Affiliate" means, with respect to any Person, (i) any Person directly or
indirectly controlling, controlled by or under common control with such Person,
(ii) any Person owning or controlling ten percent (10%) or more of the
outstanding voting interests of such Person, (iii) any Person of which such
Person owns or controls ten percent (10%) or more of the voting interests or
(iv) any officer, director, general partner or trustee of such Person or any
Person referred to in clauses (i), (ii), and (iii) above.  For purposes of this
definition, "control," when used with respect to any Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
        
     "Agreed Value" means (i) in the case of any Contributed Property
contributed to the Partnership as part of or in connection with the
Consolidation, the amount set forth on Exhibit E as the Agreed Value of such
Property; (ii) in the case of any other Contributed Property, the 704(c) Value
of such property as of the time of its contribution to the Partnership, reduced
by any liabilities either assumed by the Partnership upon such contribution or
to which such property is subject when contributed; and (iii) in the case of
any property distributed to a Partner by the Partnership, the Partnership's
Carrying Value of such property at the time such property is distributed,
reduced by any indebtedness either assumed by such Partner upon such
distribution or to which such property is subject at the time of distribution
as determined under Section 752 of the Code and the regulations thereunder.

     "Agreement" means this Agreement of Limited Partnership, as it may be
amended, supplemented or restated from time to time.

     "Assignee" means a Person to whom one or more Partnership Units have been
transferred in a manner permitted under this Agreement, but who has not become
a Substituted Limited Partner, and who has the rights set forth in Section
11.5.

     "Available Cash" means, with respect to any period for which such
calculation is being made:

     (a) all cash revenues and funds received by the Partnership from whatever
source (excluding the proceeds of any Capital Contribution) plus the amount of
any reduction (including, without limitation, a reduction resulting because the
Managing General Partner determines such amounts are no longer necessary) in
reserves of the Partnership, which reserves are referred to in clause (b)(iv)
below;

     (b) less the sum of the following (except to the extent made with the
proceeds of any Capital Contribution):

         (i) all interest, principal and other debt payments made during such
period by the Partnership,

                                     - 2 -
<PAGE>   8

          (ii) all cash expenditures (including capital expenditures) made by
the Partnership during such period,

          (iii) investments in any entity (including loans made thereto) to the
extent that such investments are permitted under this Agreement and are not
otherwise described in clauses (b)(i) or (ii), and

          (iv) the amount of any increase in reserves established during such
period which the Managing General Partner determines is necessary or appropriate
in its sole and absolute discretion.

     Notwithstanding the foregoing, Available Cash shall not include any cash
received or reductions in reserves, or take into account any disbursements made
or reserves established, after commencement of the dissolution and liquidation
of the Partnership.

     "Book-Tax Disparities" means, with respect to any item of Contributed
Property or Adjusted Property, as of the date of any determination, the
difference between the Carrying Value of such Contributed Property or Adjusted
Property and the adjusted basis thereof for federal income tax purposes as of
such date.  A Partner's share of the Partnership's Book-Tax Disparities in all
of its Contributed Property and Adjusted Property will be reflected by the
difference between such Partner's Capital Account balance as maintained
pursuant to Exhibit B and the hypothetical balance of such Partner's Capital
Account computed as if it had been maintained strictly in accordance with
federal income tax accounting principles.

     "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in Chicago, Illinois are authorized or required by law
to close.

     "Capital Account" means the Capital Account maintained for a Partner
pursuant to Exhibit B.

     "Capital Contribution" means, with respect to any Partner, any cash, cash
equivalents or the Agreed Value of Contributed Property which such Partner
contributes or is deemed to contribute to the Partnership pursuant to Section
4.1 or 4.2.

     "Carrying Value" means (i) with respect to a Contributed Property or
Adjusted Property, the 704(c) Value of such property reduced (but not below
zero) by all Depreciation with respect to such Contributed Property or Adjusted
Property, as the case may be, charged to the Partners' Capital Accounts and
(ii) with respect to any other Partnership property, the adjusted basis of such
property for federal income tax purposes, all as of the time of determination.
The Carrying Value of any property shall be adjusted from time to time in
accordance with Exhibit B, and to reflect changes, additions (including capital
improvements thereto) or other adjustments to the Carrying Value for
dispositions and acquisitions of Partnership properties, as deemed appropriate
by the Managing General Partner.


                                    - 3 -
<PAGE>   9
     "Cash Amount" means an amount of cash equal to the Value on the Valuation
Date of the Shares Amount.

     "Certificate" means the Certificate of Limited Partnership relating to the
Partnership filed in the office of the Delaware Secretary of State, as amended
from time to time in accordance with the terms hereof and the Act.

     "Class A" has the meaning set forth in Section 5.1.C.

     "Class A Share" has the meaning set forth in Section 5.1.C.

     "Class A Unit" means any Partnership Unit that is not specifically
designated by the Managing General Partner as being of another specified class
of Partnership Units.

     "Class B" has the meaning set forth in Section 5.1.C.

     "Class B Share" has the meaning set forth in Section 5.1.C.

     "Class B Unit" means a Partnership Unit that is specifically designated by
the Managing General Partner as being a Class B Unit.

     "Code" means the Internal Revenue Code of 1986, as amended and in effect
from time to time, as interpreted by the applicable regulations thereunder.
Any reference herein to a specific section or sections of the Code shall be
deemed to include a reference to any corresponding provision of future law.

     "Consent" means the consent or approval of a proposed action by a Partner
given in accordance with Section 14.2.

     "Consent of the Outside Limited Partners" means the Consent of Limited
Partners (excluding for this purpose any Limited Partnership Interests held by
the Managing General Partner, any of the Opportunity Partnerships, any other
Person of which the Managing General Partner owns or controls more than fifty
percent (50%) of the voting interests and any Person directly or indirectly
owning or controlling more than fifty percent (50%) of the outstanding voting
interests of the Managing General Partner) holding Percentage Interests that
are greater than fifty percent (50%) of the aggregate Percentage Interest of
all Limited Partners who are not excluded for the purposes hereof.

     "Consolidation" means (i) the transactions whereby the Partnership will
acquire interests in certain office properties owned by the Opportunity
Partnerships and certain asset management and property management businesses
which provide services to those properties and to other office properties, in
exchange for Partnership Units, and (ii) the merger of the ZML Investors, Inc.,
ZML Investors II, Inc., Zell/Merrill Lynch Real Estate Opportunity Partners III
Trust and Zell/Merrill Lynch Real Estate Opportunity Partners IV Trust with and
into Equity Office Holdings Trust, all as described in a Joint Proxy
Statement/Offering Memorandum dated March __, 1997.

                                    - 4 -
<PAGE>   10


     "Contributed Property" means each property or other asset contributed to
the Partnership, in such form as may be permitted by the Act, but excluding
cash contributed or deemed contributed to the Partnership.  Once the Carrying
Value of a Contributed Property is adjusted pursuant to Exhibit B, such
property shall no longer constitute a Contributed Property for purposes of
Exhibit B, but shall be deemed an Adjusted Property for such purposes.

     "Conversion Factor" means 1.0; provided that, if the General Partner
Entity (i) declares or pays a dividend on its outstanding Shares in Shares or
makes a distribution to all holders of its outstanding Shares in Shares, (ii)
subdivides its outstanding Shares or (iii) combines its outstanding Shares into
a smaller number of Shares, the Conversion Factor shall be adjusted by
multiplying the Conversion Factor by a fraction, the numerator of which shall
be the number of Shares issued and outstanding on the record date for such
dividend, distribution, subdivision or combination (assuming for such purposes
that such dividend, distribution, subdivision or combination has occurred as of
such time) and the denominator of which shall be the actual number of Shares
(determined without the above assumption) issued and outstanding on the record
date for such dividend, distribution, subdivision or combination; and provided
further that if an entity shall cease to be the General Partner Entity (the
"Predecessor Entity") and another entity shall become the General Partner
Entity (the "Successor Entity"), the Conversion Factor shall be adjusted by
multiplying the Conversion Factor by a fraction, the numerator of which is the
Value of one Share of the Predecessor Entity, determined as of the date when the
Successor Entity becomes the General Partner Entity, and the denominator of
which is the Value of one Share of the Successor Entity, determined as of
that same date.  (For purposes of the second proviso in the preceding sentence,
if any shareholders of the Predecessor Entity will receive consideration in
connection with the transaction in which the Successor Entity becomes the
General Partner Entity, the numerator in the fraction described above for
determining the adjustment to the Conversion Factor (that is, the Value of one
Share of the Predecessor Entity) shall be the sum of the greatest amount of cash
and the fair market value (as determined in good faith by the Managing General
Partner) of any securities and other consideration that the holder of one Share
in the Predecessor Entity could have received in such transaction (determined
without regard to any provisions governing fractional shares).)  Any adjustment
to the Conversion Factor shall become effective immediately after the effective
date of the event retroactive to the record date, if any, for the event giving
rise thereto, it being intended that (x) adjustments to the Conversion Factor
are to be made to avoid unintended dilution or anti-dilution as a result of
transactions in which Shares are issued, redeemed or exchanged without a
corresponding issuance, redemption or exchange of Partnership Units and (y) if a
Specified Redemption Date shall fall between the record date and the effective
date of any event of the type described above, that the Conversion Factor
applicable to such redemption shall be adjusted to take into account such event.

     "Convertible Funding Debt" has the meaning set forth in Section 7.5.F.

     "Debt" means, as to any Person, as of any date of determination, (i) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, (ii) all amounts owed by such Person to banks or
other Persons in respect of reimbursement obligations under letters of credit,
surety bonds and other 





                                    - 5 -
<PAGE>   11
        
similar instruments guaranteeing payment or other performance of obligations by
such Person, (iii) all indebtedness for borrowed money or for the deferred
purchase price of property or services secured by any lien on any property owned
by such Person, to the extent attributable to such Person's interest in such
property, even though such Person has not assumed or become liable for the
payment thereof, and (iv) obligations of such Person incurred in connection with
entering into a lease which, in accordance with generally accepted accounting
principles, should be capitalized.
        
     "Declaration of Trust" means the Declaration of Trust of Equity Office
Properties Trust filed in the State of Maryland on October __1996, as amended
or restated from time to time.

     "Deemed Partnership Interest Value" means, as of any date with respect to
any class of Partnership Interests, the Deemed Value of the Partnership
Interest of such class multiplied by the applicable Partner's Percentage
Interest of such class.

     "Deemed Value of the Partnership Interest" means, as of any date with
respect to any class of Partnership Interests, (a) if the common shares of
beneficial interest (or other comparable equity interests) of the General
Partner Entity are Publicly Traded (i) the total number of shares of beneficial
interest (or other comparable equity interest) of the General Partner Entity
corresponding to such class of Partnership Interest (as provided for in Section
4.2.B) issued and outstanding as of the close of business on such date
(excluding any treasury shares) multiplied by the Value of a share of such
beneficial interest (or other comparable equity interest) on such date divided
by (ii) the Percentage Interest of the Managing General Partner in such class
of Partnership Interests on such date, and (b) otherwise, the aggregate Value
of such class of Partnership Interests determined as set forth in the fourth
and fifth sentences of the definition of Value.

     "Depreciation" means, for each fiscal year, an amount equal to the federal
income tax depreciation, amortization, or other cost recovery deduction
allowable with respect to an asset for such year, except that if the Carrying
Value of an asset differs from its adjusted basis for federal income tax
purposes at the beginning of such year or other period, Depreciation shall be
an amount which bears the same ratio to such beginning Carrying Value as the
federal income tax depreciation, amortization, or other cost recovery deduction
for such year bears to such beginning adjusted tax basis; provided, however,
that if the federal income tax depreciation, amortization, or other cost
recovery deduction for such year is zero, Depreciation shall be determined with
reference to such beginning Carrying Value using any reasonable method selected
by the Managing General Partner.

     "Distribution Period" has the meaning set forth in Section 5.1.C.

     "Effective Date" means the date of the closing of the Consolidation.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.





                                    - 6 -


      
<PAGE>   12
     "ERISA Plan" means an "employee benefit plan" as that term is defined in
29 U.S.C. Section  1002(3), and which is not exempt from regulation under ERISA
by virtue of 29 U.S.C. Section  1003(b).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Funding Debt" means the incurrence of any Debt by or on behalf of the
General Partner Entity for the purpose of providing funds to the Partnership.

     "General Partner" means Zell/Merrill Lynch Real Estate Opportunity
Partners Limited Partnership, Zell/Merrill Lynch Real Estate Opportunity
Partners Limited Partnership II, or the Managing General Partner or any of
their successors as a general partner of the Partnership, and "General
Partners" means the Zell/Merrill Lynch Real Estate Opportunity Partners Limited
Partnership, Zell/Merrill Lynch Real Estate Opportunity Partners Limited
Partnership II,  and the Managing General Partner or their successors as
general partners.

     "General Partner Entity" means the Managing General Partner; provided,
however, that if (i) the common shares of beneficial interest (or other
comparable equity interests) of the Managing General Partner are at any time
not Publicly Traded and (ii) the common shares of beneficial interest (or other
comparable equity interests) of an entity that owns, directly or indirectly,
fifty percent (50%) or more of the common shares of beneficial interest (or
other comparable equity interests) of the Managing General Partner are Publicly
Traded, the term "General Partner Entity" shall refer to such entity whose
common shares of beneficial interest (or other comparable equity securities)
are Publicly Traded.  If both requirements set forth in clauses (i) and (ii)
above are not satisfied, then the term "General Partner Entity" shall mean the
Managing General Partner.

     "General Partnership Interest" means a Partnership Interest held by a
General Partner that is a general partnership interest.  A General Partnership
Interest may be expressed as a number of Partnership Units.

     "IRS" means the Internal Revenue Service, which administers the internal
revenue laws of the United States.

     "Immediate Family" means, with respect to any natural Person, such natural
Person's spouse, parents, descendants, nephews, nieces, brothers, and sisters.

     "Incapacity" or "Incapacitated" means, (i) as to any individual Partner,
death, total physical disability or entry by a court of competent jurisdiction
adjudicating such Partner incompetent to manage his or her Person or estate,
(ii) as to any corporation which is a Partner, the filing of a certificate of
dissolution, or its equivalent, for the corporation or the revocation of its
charter, (iii) as to any partnership or limited liability company which is a
Partner, the dissolution and commencement of winding up of the partnership or
limited liability company, (iv) as to any estate which is a Partner, the
distribution by the fiduciary of the estate's entire interest in the
Partnership, (v) as to any trustee of a trust which is a Partner, the
termination of the trust (but not the substitution of a new trustee) or (vi) as
to any Partner, the bankruptcy of such Partner.  For purposes of 



                                     -7-
<PAGE>   13


this definition, bankruptcy of a Partner shall be deemed to have occurred when
(a) the Partner commences a voluntary proceeding seeking liquidation,
reorganization or other relief under any bankruptcy, insolvency or other similar
law now or hereafter in effect, (b) the Partner is adjudged as bankrupt or
insolvent, or a final and nonappealable order for relief under any bankruptcy,
insolvency or similar law now or hereafter in effect has been entered against
the Partner, (c) the Partner executes and delivers a general assignment for the
benefit of the Partner's creditors, (d) the Partner files an    answer or other
pleading admitting or failing to contest the material allegations of a petition
filed against the Partner in any proceeding of the nature described in clause
(b) above, (e) the Partner seeks, consents to or acquiesces in the appointment
of a trustee, receiver or liquidator for the Partner or for all or any
substantial part of the Partner's properties, (f) any proceeding seeking
liquidation, reorganization or other relief under any bankruptcy, insolvency or
other similar law now or hereafter in effect has not been dismissed within one
hundred twenty (120) days after the commencement thereof, (g) the appointment
without the Partner's consent or acquiescence of a trustee, receiver of
liquidator has not been vacated or stayed within ninety (90) days of such
appointment or (h) an appointment referred to in clause (g) is not vacated
within ninety (90) days after the expiration of any such stay.

     "Indemnitee" means (i) any Person made a party to a proceeding by reason
of its status as (A) a General Partner, (B) a Limited Partner, or (C) a
trustee, director or officer of the Partnership, or any General Partner and
(ii) such other Persons (including Affiliates of any General Partner, a Limited
Partner or the Partnership) as the Managing General Partner may designate from
time to time (whether before or after the event giving rise to potential
liability), in its sole and absolute discretion.

     "Limited Partner" means any Person named as a Limited Partner in Exhibit
A, as such Exhibit may be amended from time to time, or any Substituted Limited
Partner or Additional Limited Partner, in such Person's capacity as a Limited
Partner in the Partnership.

     "Limited Partnership Interest" means a Partnership Interest of a Limited
Partner in the Partnership representing a fractional part of the Partnership
Interests of all Limited Partners and includes any and all benefits to which
the holder of such a Partnership Interest may be entitled as provided in this
Agreement, together with all obligations of such Person to comply with the
terms and provisions of this Agreement.  A Limited Partnership Interest may be
expressed as a number of Partnership Units.

     "Liquidating Event" has the meaning set forth in Section 13.1.

     "Liquidator" has the meaning set forth in Section 13.2.A.

     "Managing General Partner" means Equity Office Properties Trust, a
Maryland real estate investment trust, or its successors, as managing general
partner of the Partnership.

     "Managing General Partner Payment" has the meaning set forth in Section
15.14 hereof.

                                    - 8 -
<PAGE>   14

     "Net Income" means, for any taxable period, the excess, if any, of the
Partnership's items of income and gain for such taxable period over the
Partnership's items of loss and deduction for such taxable period.  The items
included in the calculation of Net Income shall be determined in accordance
with Exhibit B.  If an item of income, gain, loss or deduction that has been
included in the initial computation of Net Income is subjected to the special
allocation rules in Exhibit C, Net Income or the resulting Net Loss, whichever
the case may be, shall be recomputed without regard to such item.

     "Net Loss" means, for any taxable period, the excess, if any, of the
Partnership's items of loss and deduction for such taxable period over the
Partnership's items of income and gain for such taxable period.  The items
included in the calculation of Net Loss shall be determined in accordance with
Exhibit B.  If an item of income, gain, loss or deduction that has been
included in the initial computation of Net Loss is subjected to the special
allocation rules in Exhibit C, Net Loss or the resulting Net Income, whichever
the case may be, shall be recomputed without regard to such item.

     "New Securities" means (i) any rights, options, warrants or convertible or
exchangeable securities having the right to subscribe for or purchase shares of
beneficial interest (or other comparable equity interest) of the Managing
General Partner, excluding grants under any Share Option Plan, or (ii) any Debt
issued by the Managing General Partner that provides any of the rights
described in clause (i).

     "Nonrecourse Built-in Gain" means, with respect to any Contributed
Properties or Adjusted Properties that are subject to a mortgage or negative
pledge securing a Nonrecourse Liability, the amount of any taxable gain that
would be allocated to the Partners pursuant to Section 2.B of Exhibit C if such
properties were disposed of in a taxable transaction in full satisfaction of
such liabilities and for no other consideration.

     "Nonrecourse Deductions" has the meaning set forth in Regulations Section
1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Partnership Year
shall be determined in accordance with the rules of Regulations Section
1.704-2(c).

     "Nonrecourse Liability" has the meaning set forth in Regulations Section
1.752-1(a)(2).

     "Notice of Redemption" means a Notice of Redemption substantially in the
form of Exhibit D.

     "Opportunity Partnerships" means, Zell/Merrill Lynch Real Estate
Opportunity Partners Limited Partnership, Zell/Merrill Lynch Real Estate
Opportunity Partners Limited Partnership II, Zell/Merrill Lynch Real Estate
Opportunity Partners Limited Partnership III, and Zell/Merrill Lynch Real
Estate Opportunity Partners Limited Partnership IV.

     "Partner" means a General Partner or a Limited Partner, and "Partners"
means the General Partners and the Limited Partners.






                                    - 9 -
<PAGE>   15


     "Partner Minimum Gain" means an amount, with respect to each Partner
Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if
such Partner Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Regulations Section 1.704-2(i)(3).

     "Partner Nonrecourse Debt" has the meaning set forth in Regulations
Section 1.704-2(b)(4).

     "Partner Nonrecourse Deductions" has the meaning set forth in Regulations
Section 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions with
respect to a Partner Nonrecourse Debt for a Partnership Year shall be
determined in accordance with the rules of Regulations Section 1.704-2(i)(2).

     "Partnership" means the limited partnership formed under the Act upon the
terms and conditions set forth in this Agreement, or any successor to such
limited partnership.

     "Partnership Interest" means a Limited Partnership Interest or a General
Partnership Interest and includes any and all benefits to which the holder of
such a Partnership Interest may be entitled as provided in this Agreement,
together with all obligations of such Person to comply with the terms and
provisions of this Agreement.  A Partnership Interest may be expressed as a
number of Partnership Units.

     "Partnership Minimum Gain" has the meaning set forth in Regulations
Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as
any net increase or decrease in Partnership Minimum Gain, for a Partnership
Year shall be determined in accordance with the rules of Regulations Section
1.704-2(d).

     "Partnership Record Date" means the record date established by the
Managing General Partner either (i) for the distribution of Available Cash
pursuant to Section 5.1 hereof, which record date shall be the same as the
record date established by the General Partner Entity for a distribution to its
shareholders of some or all of its portion of such distribution, or (ii) if
applicable, for determining the Partners entitled to vote on or consent to any
proposed action for which the consent or approval of the Partners is sought
pursuant to Section 14.2 hereof.

     "Partnership Unit" means a fractional, undivided share of the Partnership
Interests of all Partners issued pursuant to Sections 4.1 and 4.2, and includes
Class A Units, Class B Units and any other classes or series of Partnership
Units established after the date hereof.  The number of Partnership Units
outstanding and the Percentage Interests in the Partnership represented by such
Partnership Units are set forth in Exhibit A, as such Exhibit may be amended
from time to time.

     "Partnership Year" means the fiscal year of the Partnership, which shall
be the calendar year.

     "Percentage Interest" means, as to a Partner holding a class of
Partnership Interests, its interest in such class, determined by dividing the
Partnership Units of such 
                                    - 10 -

<PAGE>   16



class owned by such Partner by the total number of Partnership Units of such
class then outstanding as specified in Exhibit A, as    such exhibit may be
amended from time to time, multiplied by the aggregate Percentage Interest
allocable to such class of Partnership Interests.  If the Partnership shall at
any time have outstanding more than one class of Partnership Interests, the
Percentage Interest attributable to each class of Partnership Interests shall be
determined as set forth in Section 4.2.B.

     "Person" means a natural person, partnership (whether general or limited),
trust, estate, association, corporation, limited liability company,
unincorporated organization, custodian, nominee or any other individual or
entity in its own or any representative capacity.

     "Predecessor Entity" has the meaning set forth in the definition of
"Conversion Factor" herein.

     "Publicly Traded" means listed or admitted to trading on the New York
Stock Exchange, the American Stock Exchange or another national securities
exchange or designated for quotation on the NASDAQ National Market, or any
successor to any of the foregoing.

     "Qualified REIT Subsidiary" means any Subsidiary of the Managing General
Partner that is a "qualified REIT subsidiary" within the meaning of Section
856(i) of the Code.

     "Qualified Transferee" means an "Accredited Investor" as defined in Rule
501 promulgated under the Securities Act.

     "Recapture Income" means any gain recognized by the Partnership (computed
without regard to any adjustment required by Section 734 or Section 743 of the
Code) upon the disposition of any property or asset of the Partnership, which
gain is characterized as ordinary income because it represents the recapture of
deductions previously taken with respect to such property or asset.

     "Redeeming Partner" has the meaning set forth in Section 8.6.A.

     "Redemption Amount" means either the Cash Amount or the Shares Amount, as
determined by the Managing General Partner, in its sole and absolute
discretion; provided that if the Shares are not Publicly Traded at the time a
Redeeming Partner exercises its Redemption Right, the Redemption Amount shall
be paid only in the form of the Cash Amount unless the Redeeming Partner, in
its sole and absolute discretion, consents to payment of the Redemption Amount
in the form of the Shares Amount.  A Redeeming Partner shall have no right,
without the Managing General Partner's consent, in its sole and absolute
discretion, to receive the Redemption Amount in the form of the Shares Amount.

     "Redemption Right" has the meaning set forth in Section 8.6.A.





                                    - 11 -

<PAGE>   17
     "Regulation" or "Regulations" means the Income Tax Regulations promulgated
under the Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

     "REIT" means a real estate investment trust under Section 856 of the Code.

     "REIT Requirements" has the meaning set forth in Section 5.1.A.

     "Residual Gain" or "Residual Loss" means any item of gain or loss, as the
case may be, of the Partnership recognized for federal income tax purposes
resulting from a sale, exchange or other disposition of Contributed Property or
Adjusted Property, to the extent such item of gain or loss is not allocated
pursuant to Section 2.B.1(a) or 2.B.2(a) of Exhibit C to eliminate Book-Tax
Disparities.

     "Safe Harbor" has the meaning set forth in Section 11.6.F.

     "Securities Act" means the Securities Act of 1933, as amended.

     "704(c) Value" of any Contributed Property means the fair market value of
such property at the time of contribution as determined by the General Partners
using such reasonable method of valuation as they may adopt; provided, however,
subject to Exhibit B, the General Partners shall, in their sole and absolute
discretion, use such method as they deem reasonable and appropriate to allocate
the aggregate of the 704(c) Value of Contributed Properties in a single or
integrated transaction among each separate property on a basis proportional to
its fair market values.  The 704(c) Values of the Contributed Properties
contributed to the Partnership as part of or in connection with the
Consolidation are set forth on Exhibit E.

     "Share" means a share of beneficial interest (or other comparable equity
interest) of the General Partner Entity.  Shares may be issued in one or more
classes or series in accordance with the terms of the Declaration of Trust (or,
if the Managing General Partner is not the General Partner Entity, the
organizational documents of the General Partner Entity).  If there is more than
one class or series of Shares, the term "Shares" shall, as the context
requires, be deemed to refer to the class or series of Shares that correspond
to the class or series of Partnership Interests for which the reference to
Shares is made.  When used with reference to Class A Units, the term "Shares"
refers to common shares of beneficial interest (or other comparable equity
interest) of the General Partner Entity.

     "Shares Amount" means a number of Shares equal to the product of the
number of Partnership Units offered for redemption by a Redeeming Partner times
the Conversion Factor; provided that, if the General Partner Entity issues to
all holders of Shares rights, options, warrants or convertible or exchangeable
securities entitling such holders to subscribe for or purchase Shares or any
other securities or property (collectively, the "rights"), then the Shares
Amount shall also include such rights that a holder of that number of Shares
would be entitled to receive.




                                    - 12 -
<PAGE>   18
 
     "Share Option Plan" means any equity incentive plan of the Managing
General Partner, the Partnership and/or any Affiliate of the Partnership.

     "Specified Redemption Date" means the tenth Business Day after receipt by
the Managing General Partner of a Notice of Redemption; provided that, if the
Shares are not Publicly Traded, the Specified Redemption Date means the
thirtieth Business Day after receipt by the Managing General Partner of a
Notice of Redemption.

     "Subsidiary" means, with respect to any Person, any corporation, limited
liability company, trust, partnership or joint venture, or other entity of
which a majority of (i) the voting power of the voting equity securities or
(ii) the outstanding equity interests is owned, directly or indirectly, by such
Person.

     "Substituted Limited Partner" means a Person who is admitted as a Limited
Partner to the Partnership pursuant to Section 11.4.

     "Successor Entity" has the meaning set forth in the definition of
"Conversion Factor" herein.

     "Terminating Capital Transaction" means any sale or other disposition of
all or substantially all of the assets of the Partnership for cash or a related
series of transactions that, taken together, result in the sale or other
disposition of all or substantially all of the assets of the Partnership for
cash.

     "Termination Transaction" has the meaning set forth in Section 11.2.B.

     "Unrealized Gain" attributable to any item of Partnership property means,
as of any date of determination, the excess, if any, of (i) the fair market
value of such property (as determined under Exhibit B) as of such date, over
(ii) the Carrying Value of such property (prior to any adjustment to be made
pursuant to Exhibit B) as of such date.

     "Unrealized Loss" attributable to any item of Partnership property means,
as of any date of determination, the excess, if any, of (i) the Carrying Value
of such property (prior to any adjustment to be made pursuant to Exhibit B) as
of such date, over (ii) the fair market value of such property (as determined
under Exhibit B) as of such date.

     "Valuation Date" means the date of receipt by the Managing General Partner
of a Notice of Redemption or, if such date is not a Business Day, the first
Business Day thereafter.

     "Value" means, with respect to any outstanding Shares of the General
Partner Entity that are Publicly Traded, the average of the daily market price
for the ten consecutive trading days immediately preceding the date with
respect to which value must be determined.  The market price for each such
trading day shall be the closing price, regular way, on such day, or if no such
sale takes place on such day, the average of the closing bid and asked prices
on such day.  If the outstanding Shares of the General Partner Entity are
Publicly Traded and the Shares Amount includes rights that a holder of Shares
would be entitled to receive, then the Value of such rights shall be determined
by the 



                                    - 13 -

<PAGE>   19

Managing General Partner acting in good faith on the basis of such quotations
and other information as it considers, in its reasonable judgment, appropriate. 
If the Shares of the General Partner Entity are not Publicly Traded, the Value
of the Shares Amount per Partnership Unit offered for redemption (which will be
the Cash Amount per Partnership Unit offered for        redemption payable
pursuant to Section 8.6.A) means the amount that a holder of one Partnership
Unit would receive if each of the assets of the Partnership were to be sold for
its fair market value on the Specified Redemption Date, the Partnership were to
pay all of its outstanding liabilities, and the remaining proceeds were to be
distributed to the Partners in accordance with the terms of this Agreement. 
Such Value shall be determined by the Managing General Partner, acting in good
faith and based upon a commercially reasonable estimate of the amount that would
be realized by the Partnership if each asset of the Partnership (and each asset
of each partnership, limited liability company, trust, joint venture or other
entity in which the Partnership owns a direct or indirect interest) were sold to
an unrelated purchaser in an arms' length transaction where neither the
purchaser nor the seller were under economic compulsion to enter into the
transaction (without regard to any discount in value as a result of the
Partnership's minority interest in any property or any illiquidity of the
Partnership's interest in any property).  In connection with determining the
Deemed Value of the Partnership Interest for purposes of determining the number
of additional Partnership Units issuable upon a Capital Contribution funded by
an underwritten public offering or an arm's length private placement of shares
of beneficial interest (or other comparable equity interest) of the Managing
General Partner, the Value of such shares shall be the public offering or arm's
length private placement price per share of such class of beneficial interest
(or other comparable equity interest) sold.


                                   ARTICLE II

                             ORGANIZATIONAL MATTERS

SECTION 2.1 ORGANIZATION

     The Partnership is a limited partnership organized pursuant to the
provisions of the Act and upon the terms and conditions set forth in this
Agreement.  Except as expressly provided herein to the contrary, the rights and
obligations of the Partners and the administration and termination of the
Partnership shall be governed by the Act.  The Partnership Interest of each
Partner shall be personal property for all purposes.

SECTION 2.2 NAME

     The name of the Partnership is EOP Operating Limited Partnership.  The
Partnership's business may be conducted under any other name or names deemed
advisable by the General Partners, including the name of any of the General
Partners or any Affiliate thereof.  The words "Limited Partnership," "L.P.,"
"Ltd." or similar words or letters shall be included in the Partnership's name
where necessary for the purposes of complying with the laws of any jurisdiction
that so requires.  The General Partners in their sole and absolute discretion
may change the name of the Partnership at any time and from 


                                    - 14 -
<PAGE>   20
      
time to time and shall notify the Limited Partners of such change in the next
regular communication to the Limited Partners.
        
SECTION 2.3 REGISTERED OFFICE AND AGENT; PRINCIPAL OFFICE

     The address of the registered office of the Partnership in the State of
Delaware shall be located at Corporation Trust Center, 1209 Orange Street,
Wilmington, County of New Castle, Delaware 19801, and the registered agent for
service of process on the Partnership in the State of Delaware at such
registered office shall be Corporation Trust Company.  The principal office of
the Partnership shall be Two North Riverside Plaza, Suite 2200, Chicago,
Illinois 60606, or such other place as the General Partners may from time to
time designate by notice to the Limited Partners.  The Partnership may maintain
offices at such other place or places within or outside the State of Delaware
as the General Partners deem advisable.

SECTION 2.4 TERM

The term of the Partnership shall commence on                 , 1997 and shall
continue until December 31, 2095, unless it is dissolved sooner pursuant to the
provisions of Article XIII or as otherwise provided by law.
        
                                  ARTICLE III

                                    PURPOSE

SECTION 3.1 PURPOSE AND BUSINESS

     The purpose and nature of the business to be conducted by the Partnership
is (i) to conduct any business that may be lawfully conducted by a limited
partnership organized pursuant to the Act; provided, however, that such
permit the General Partner Entity at all times to be classified as a REIT,
unless the General Partner Entity ceases to qualify or is not qualified as a
REIT for any reason or reasons not related to the business conducted by the
Partnership, (ii) to enter into any corporation, partnership, joint venture,
trust, limited liability company or other similar arrangement to engage in any
of the foregoing or the ownership of interests in any entity engaged, directly
or indirectly, in any of the foregoing and (iii) to do anything necessary or
incidental to the foregoing.  In connection with the foregoing, the Partners
acknowledge that the status of the General Partner Entity as a REIT inures to
the benefit of all the Partners and not solely to the General Partner Entity or
its Affiliates.

SECTION 3.2 POWERS

     The Partnership is empowered to do any and all acts and things necessary,
appropriate, proper, advisable, incidental to or convenient for the furtherance
and accomplishment of the purposes and business described herein and for the
protection and benefit of the Partnership, including, without limitation, full
power and authority, directly 



                                    - 15 -

<PAGE>   21

or through its ownership interest in other entities, to enter into, perform and
carry out contracts of any kind, borrow money and issue evidences of
indebtedness, whether or not secured by mortgage, deed of trust, pledge or other
lien, acquire, own, manage, improve and develop real property, and lease, sell,
transfer and dispose of real property;  provided, however, that the Partnership
shall not take, or refrain from taking, any action which, in the judgment of the
Managing General Partner, in its sole and absolute discretion, (i) could
adversely affect the ability of the General Partner Entity to continue to
qualify as a REIT, (ii) could subject the General Partner Entity to any
additional taxes under Section 857 or Section 4981 of the Code or (iii) could
violate any law or regulation of any governmental body or agency having
jurisdiction over any General Partner or its securities, unless such action (or
inaction) shall have been specifically consented to by the General Partner in
writing.

                                   ARTICLE IV

                     CAPITAL CONTRIBUTIONS AND ISSUANCES
        
                            OF PARTNERSHIP INTERESTS

SECTION 4.1 CAPITAL CONTRIBUTIONS OF THE PARTNERS

     At the time of the execution of this Agreement, the Partners shall make or
shall have made the Capital Contributions as set forth in Exhibit A.  The
Partners shall own Partnership Units in the amounts set forth in Exhibit A and
shall have a Percentage Interest in the Partnership as set forth in Exhibit A,
which Percentage Interest shall be adjusted in Exhibit A from time to time by
the Managing General Partner to the extent necessary to reflect accurately
redemptions, Capital Contributions, the issuance of additional Partnership
Units or similar events having an effect on a Partner's Percentage Interest.
To the extent the Partnership is acquiring any property by the merger of any
other Person into the Partnership, Persons who receive Partnership Interests in
exchange for their interests in the Person merging into the Partnership shall
become Partners and shall be deemed to have made Capital Contributions as
provided in the applicable merger agreement and as set forth in Exhibit A.  A
number of Partnership Units held by each of the General Partners equal to one
percent (1%) of all outstanding Partnership Units (as of the closing date of
the Consolidation) shall be deemed to be the General Partner Partnership Units
and shall be the General Partnership Interest of such General Partner.  All
other Partnership Units held by the General Partners shall be deemed to be
Limited Partnership Interests and shall be held by the General Partners in
their capacity as Limited Partners in the Partnership.  Except as provided in
Sections 7.5 and 10.5 hereof, the Partners shall have no obligation to make any
additional apital Contributions or provide any additional funding to the
Partnership (whether in the form of loans, repayments of loans or otherwise). 
No Partner shall have any obligation to restore any deficit that may exist in
its Capital Account, either upon a liquidation of the Partnership or otherwise.
        
SECTION 4.2 ISSUANCES OF PARTNERSHIP INTERESTS

     A. General.  The Managing General Partner is hereby authorized to cause
the Partnership from time to time to issue to Partners (including the Managing



                                    - 16 -

<PAGE>   22
General Partner and its Affiliates) or other Persons (including, without
limitation, in connection with the contribution of property to the Partnership)
Partnership Units or other Partnership Interests in one or more classes, or in
one or more series of any of such classes, with such designations, preferences
and relative, participating, optional or other special rights, powers and
duties, including rights, powers and duties senior to Limited Partnership
Interests, all as shall be determined, subject to applicable Delaware law, by
the Managing General Partner in its sole and absolute discretion, including,
without limitation, (i) the allocations of items of Partnership income, gain,
loss, deduction and credit to each such class or series of Partnership
Interests, (ii) the right of each such class or series of Partnership Interests
to share in Partnership distributions and (iii) the rights of each such class
or series of Partnership Interests upon dissolution and liquidation of the
Partnership; provided that, no such Partnership Units or other Partnership
Interests shall be issued to the Managing General Partner unless either (a) the
Partnership Interests are issued in connection with the grant, award or
issuance of Shares or other equity interests in the Managing General Partner
having designations, preferences and other rights such that the economic
interests attributable to such Shares or other equity interests are
substantially similar to the designations, preferences and other rights (except
voting rights) of the Partnership Interests issued to the Managing General
Partner in accordance with this Section 4.2.A or (b) the additional Partnership
Interests are issued to all Partners holding Partnership Interests in the same
class in proportion to their respective Percentage Interests in such class.  If
the Partnership issues Partnership Interests pursuant to this Section 4.2.A,
the Managing General Partner shall make such revisions to this Agreement
(including but not limited to the revisions described in Section 5.4, Section
6.2 and Section 8.6) as it deems necessary to reflect the issuance of such
Partnership Interests.

     B. Percentage Interest Adjustments in the Case of Capital Contributions
for Partnership Units.  Upon the acceptance of additional Capital Contributions
in exchange for Partnership Units and if the Partnership shall have outstanding
more than one class of Partnership Interests, the Percentage Interest related
thereto shall be equal to a fraction, the numerator of which is equal to the
amount of cash, if any, plus the Agreed Value of Contributed Property, if any,
contributed with respect to such additional Partnership Units and the
denominator of which is equal to the sum of (i) the Deemed Value of the
Partnership Interests for all outstanding classes (computed as of the Business
Day immediately preceding the date on which the additional Capital
Contributions are made (an "Adjustment Date")) plus (ii) the aggregate amount
of additional Capital Contributions contributed to the Partnership on such
Adjustment Date in respect of such additional Partnership Units.  The
Percentage Interest of each other Partner holding Partnership Interests not
making a full pro rata Capital Contribution shall be adjusted to a fraction the
numerator of which is equal to the sum of (i) the Deemed Partnership Interest
Value of such Limited Partner (computed as of the Business Day immediately
preceding the Adjustment Date) plus (ii) the amount of additional Capital
Contributions (such amount being equal to the amount of cash, if any, plus the
Agreed Value of Contributed Property, if any, so contributed), if any, made by
such Partner to the Partnership in respect of such Partnership Interest as of
such Adjustment Date and the denominator of which is equal to the sum of (i)
the Deemed Value of the Partnership Interestss of all outstanding classes
(computed as of the Business Day immediately 


                                     - 17 -





<PAGE>   23


preceding such Adjustment Date)

plus (ii) the aggregate amount of the additional Capital Contributions
contributed to the Partnership on such Adjustment Date in respect of such
additional Partnership Interests.  For purposes of calculating a Partner's
Percentage Interest pursuant to this Section 4.2.B, cash Capital Contributions
by a General Partner will be deemed to equal the cash contributed by such
General Partner plus (a) in the case of cash contributions funded by an
offering of any equity interests in or other securities of the Managing General
Partner, the offering costs attributable to the cash contributed to the
Partnership, and (b) in the case of Partnership Units issued pursuant to
Section 7.5.E, an amount equal to the difference between the Value of the
Shares sold pursuant to any Share Option Plan and the net proceeds of such
sale.

     C. Classes of Partnership Units.  From and after the Effective Date,
subject to Section 4.2.A above, the Partnership shall have two classes of
Partnership Units entitled "Class A Units" and "Class B Units."  Either Class A
Units or Class B Units, at the election of the Managing General Partner, in its
sole and absolute discretion, may be issued to newly admitted Partners in
exchange for the contribution by such Partners of cash, real estate partnership
interests, stock, notes or other assets or consideration; provided, that all
Partnership Units issued to Partners in connection with the Consolidation shall
be Class A Units; and, provided further, that any Partnership Unit that is not
specifically designated by the General Partner as being of a particular class
shall be deemed to be a Class A Unit.  Each Class B Unit shall be converted
automatically into a Class A Unit on the day immediately following the
Partnership Record Date for the Distribution Period (as defined in Section
5.1.C) in which such Class B Unit was issued, without the requirement for any
action by either the Partnership or the Partner holding the Class B Unit.

SECTION 4.3 NO PREEMPTIVE RIGHTS

     Except to the extent expressly granted by the Partnership pursuant to
another agreement, no Person shall have any preemptive, preferential or other
similar right with respect to (i) additional Capital Contributions or loans to
the Partnership or (ii) issuance or sale of any Partnership Units or other
Partnership Interests.

SECTION 4.4 OTHER CONTRIBUTION PROVISIONS

     If any Partner is admitted to the Partnership and is given a Capital
Account in exchange for services rendered to the Partnership, such transaction
shall be treated by the Partnership and the affected Partner as if the
Partnership had compensated such Partner in cash, and the Partner had
contributed such cash to the capital of the Partnership.

SECTION 4.5 NO INTEREST ON CAPITAL

     No Partner shall be entitled to interest on its Capital Contributions or
its Capital Account.




                                    - 18 -
<PAGE>   24

                                   ARTICLE V

                                 DISTRIBUTIONS

SECTION 5.1 REQUIREMENT AND CHARACTERIZATION OF DISTRIBUTIONS

     A. General.  The General Partners shall distribute at least quarterly an
amount equal to one hundred percent (100%) of Available Cash generated by the
Partnership during such quarter or shorter period to the Partners who are
Partners on the Partnership Record Date with respect to such quarter or shorter
period as provided in Sections 5.1.B, 5.1.C and 5.1.D.  Notwithstanding anything
to the contrary contained herein, in no event may a Partner receive a
distribution of Available Cash with respect to  a Partnership Unit for a quarter
or shorter period if such Partner is entitled to receive a distribution with
respect to a Share for which such Partnership Unit has been redeemed or
exchanged.  Unless otherwise expressly provided for herein or in an agreement at
the time a new class of Partnership Interests is created in accordance with
Article IV hereof, no Partnership Interest shall be entitled to a distribution
in preference to any other Partnership Interest. The General Partners shall make
such reasonable efforts, as determined by them in their sole and absolute
discretion and consistent with the qualification of the General Partner Entity
as a REIT, to distribute Available Cash (a) to Limited Partners so as to
preclude any such distribution or portion thereof from being treated as part of
a sale of property of the Partnership by a Limited Partner under Section 707 of
the Code or the Regulations thereunder; provided that, the General Partners and
the Partnership shall not have liability to a Limited Partner under any
circumstances as a result of any distribution to a Limited Partner being so
treated, and (b) to the General Partners in an amount sufficient to enable the
General Partner Entity to pay shareholder dividends that will (1) satisfy the
requirements for qualification as a REIT under the Code and the Regulations (the
"REIT Requirements") of, and (2) avoid any federal income or excise tax
liability for, the General Partner Entity.

     B. Method.  (i) Each holder of Partnership Interests that is entitled to
any preference in distribution shall be entitled to a distribution in
accordance with the rights of any such class of Partnership Interests (and,
within such class, pro rata in proportion to the respective Percentage
Interests on such Partnership Record Date); and

     (ii) To the extent there is Available Cash remaining after the payment of
any preference in distribution in accordance with the foregoing clause (i),
with respect to Partnership Interests that are not entitled to any preference
in distribution, pro rata to each such class in accordance with the terms of
such class (and, within each such class, pro rata in proportion to the
respective Percentage Interests on such Partnership Record Date).

     C. Distributions When Class B Units Are Outstanding.  If for any quarter
or shorter period with respect to which a distribution is to be made (a
"Distribution Period") Class B Units are outstanding on the Partnership Record
Date for such Distribution Period, the General Partners shall allocate the
Available Cash with respect to such Distribution Period available for
distribution with respect to the Class A Units and Class B Units collectively
between the Partners who are holders of Class A Units ("Class A") and the
Partners who are holders of Class B Units ("Class B") as follows:

                                    - 19 -
<PAGE>   25

                       (1) Class A shall receive that
                  portion of the Available Cash (the "Class
                  A Share") determined by multiplying the
                  amount of Available Cash by the following
                  fraction:



                                    A x Y
                               ---------------
                               (A x Y)+(B x X)


                       (2) Class B shall receive that
                  portion of the Available Cash (the "Class
                  B Share") determined by multiplying the
                  amount of Available Cash by the following
                  fraction:


                                    B x X
                               ---------------
                               (A x Y)+(B x X)

                       (3) For purposes of the foregoing
                  formulas, (i) "A" equals the number of
                  Class A Units outstanding on the
                  Partnership Record Date for such
                  Distribution Period; (ii) "B" equals the
                  number of Class B Units outstanding on the
                  Partnership Record Date for such
                  Distribution Period; (iii) "Y" equals the
                  number of days in the Distribution Period;
                  and (iv) "X" equals the number of days in
                  the Distribution Period for which the
                  Class B Units were issued and outstanding.

     The Class A Share shall be distributed among Partners holding Class A
Units on the Partnership Record Date for the Distribution Period in accordance
with the number of Class A Units held by each Partner on such Partnership
Record Date; provided that, in no event may a Partner receive a distribution of
Available Cash with respect to a Class A Unit if a Partner is entitled to
receive a distribution out of such Available Cash with respect to a Share for
which such Class A Unit has been redeemed or exchanged.  The Class B Shares
shall be distributed among the Partners holding Class B Units on the
Partnership Record Date for the Distribution Period in accordance with the
number of Class B Units held by each Partner on such Partnership Record Date.
In no event shall 




                                    - 20 -

<PAGE>   26

any Class B Units be entitled to receive any distribution of Available Cash for
any Distribution Period ending prior to the date on which such Class B Units are
issued.
        
     D. Distributions When Class B Units Have Been Issued on Different Dates.
If Class B Units which have been issued on different dates are outstanding on
the Partnership Record Date for any Distribution Period, then the Class B Units
issued on each particular date shall be treated as a separate series of
Partnership Units for purposes of making the allocation of Available Cash for
such Distribution Period among the holders of Partnership Units (and the
formula for making such allocation, and the definitions of variables used
therein, shall be modified accordingly).  Thus, for example, if two series of
Class B Units are outstanding on the Partnership Record Date for any
Distribution Period, the allocation formula for each series, "Series B1" and
"Series B2" would be as follows:

                       (1) Series B1 shall receive that
                  portion of the Available Cash determined
                  by multiplying the amount of Available
                  Cash by the following fraction:



                                   B1 x X1
                         ---------------------------
                         (A x Y)+(B1 x X1)+(B2 x X2)

                       (2) Series B2 shall receive that
                  portion of the Available Cash determined
                  by multiplying the amount of Available
                  Cash by the following fraction:



                                   B2 x X2
                         ---------------------------
                         (A x Y)+(B1 x X1)+(B2 x X2)

                       (3) For purposes of the foregoing
                  formulas the definitions set forth in
                  Section 5.1.C.3 remain the same except
                  that (i) "B1" equals the number of
                  Partnership Units in Series B1 outstanding
                  on the Partnership Record Date for such
                  Distribution Period; (ii) "B2" equals the
                  number of Partnership Units in Series B2
                  outstanding on the Partnership Record Date
                  for such Distribution Period; 

                                    - 21 -

<PAGE>   27



          (iii) "X1" equals the number of days in the
          Distribution Period for which the Partnership
          Units in Series B1 were issued and outstanding;
          and (iv) "X2" equals the number of days in the
          Distribution Period for which the Partnership
          Units in Series B2 were issued and outstanding.

     E.   Minimum Distributions if Shares Not Publicly Traded.  In addition (and
without regard to the amount of Available Cash), if the Shares of the General
Partner Entity are not Publicly Traded, the Managing General Partner shall make
cash distributions with respect to the Class A Units at least annually for each
taxable year of the Partnership beginning prior to the fifteenth (15th)
anniversary of the Effective Date in an aggregate amount with respect to each
such taxable year at least equal to 95% of the Partnership's taxable income for
such year allocable to the Class A Units, with such distributions to be made
not later than 60 days after the end of such year.

SECTION 5.2 AMOUNTS WITHHELD

     All amounts withheld pursuant to the Code or any provisions of any state
or local tax law and Section 10.5 with respect to any allocation, payment or
distribution to the General Partners, the Limited Partners or Assignees shall
be treated as amounts distributed to the General Partners, Limited Partners or
Assignees pursuant to Section 5.1 for all purposes under this Agreement.

SECTION 5.3 DISTRIBUTIONS UPON LIQUIDATION

     Proceeds from a Terminating Capital Transaction shall be distributed to
the Partners in accordance with Section 13.2.

SECTION 5.4 REVISIONS TO REFLECT ISSUANCE OF PARTNERSHIP INTERESTS

     If the Partnership issues Partnership Interests to the General Partners or
any Additional Limited Partner pursuant to Article IV hereof, the Managing
General Partner shall make such revisions to this Article V and Exhibit A as it
deems necessary to reflect the issuance of such additional Partnership
Interests without the requirements for any other consents or approvals.

                                   ARTICLE VI

                                  ALLOCATIONS

SECTION 6.1 ALLOCATIONS FOR CAPITAL ACCOUNT PURPOSES

     For purposes of maintaining the Capital Accounts and in determining the
rights of the Partners among themselves, the Partnership's items of income,
gain, loss and deduction (computed in accordance with Exhibit B) shall be
allocated among the Partners in each taxable year (or portion thereof) as
provided herein below.





                                    - 22 -
<PAGE>   28
     A. Net Income.  After giving effect to the special allocations set forth
in Section 1 of Exhibit C, Net Income shall be allocated (i) first, to the
General Partners to the extent that Net Losses previously allocated to the
General Partners pursuant to the last sentence of Section 6.1.B exceed Net
Income previously allocated to the General Partners pursuant to this clause (i)
of Section 6.1.A, (ii) second, to the holders of any Partnership Interests that
are entitled to any preference in distribution in accordance with the rights of
any such class of Partnership Interests until each such Partnership Interest
has been allocated, on a cumulative basis pursuant to this clause (ii), Net
Income equal to the amount of distributions received which are attributable to
the preference of such class of Partnership Interests (and, within such class,
pro rata in proportion to the respective Percentage Interests as of the last
day of the period for which such allocation is being made) and (iii) third,
with respect to Partnership Interests that are not entitled to any preference
in the allocation of Net Income, pro rata to each such class in accordance with
the terms of such class (and, within such class, pro rata in proportion to the
respective Percentage Interests as of the last day of the period for which such
allocation is being made).

     B. Net Losses.  After giving effect to the special allocations set forth
in Section 1 of Exhibit C, Net Losses shall be allocated (i) first, to the
holders of any Partnership Interests that are entitled to any preference in
distribution in accordance with the rights of any such class of Partnership
Interests to the extent that any prior allocations of Net Income to such class
of Partnership Interests pursuant to Section 6.1.A(ii) exceed, on a cumulative
basis, distributions with respect to such Partnership Interests pursuant to
clause (i) of Section 5.1.B (and, within such class, pro rata in proportion to
the respective Percentage Interests as of the last day of the period for which
such allocation is being made) and (ii) second, with respect to classes of
Partnership Interests that are not entitled to any preference in distribution,
pro rata to each such class in accordance with the terms of such class (and,
within such class, pro rata in proportion to the respective Percentage
Interests as of the last day of the period for which such allocation is being
made); provided that Net Losses shall not be allocated to any Limited Partner
pursuant to this Section 6.1.B to the extent that such allocation would cause
such Limited Partner to have an Adjusted Capital Account Deficit (or increase
any existing Adjusted Capital Account Deficit) at the end of such taxable year
(or portion thereof). All Net Losses in excess of the limitations set forth in
this Section 6.1.B shall be allocated to the General Partners.
        
     C. Allocation of Nonrecourse Debt.  For purposes of Regulation Section
1.752-3(a), the Partners agree that Nonrecourse Liabilities of the Partnership
in excess of the sum of (i) the amount of Partnership Minimum Gain and (ii) the
total amount of Nonrecourse Built-in Gain shall be allocated among the Partners
in accordance with their respective Percentage Interests.

     D. Recapture Income.  Any gain allocated to the Partners upon the sale or
other taxable disposition of any Partnership asset shall, to the extent
possible after taking into account other required allocations of gain pursuant
to Exhibit C, be characterized as Recapture Income in the same proportions and
to the same extent as such Partners have been allocated any deductions directly
or indirectly giving rise to the treatment of such gains as Recapture Income.


                                    - 23 -

<PAGE>   29

SECTION 6.2     REVISIONS TO ALLOCATIONS TO REFLECT ISSUANCE OF PARTNERSHIP
                INTERESTS

     If the Partnership issues Partnership Interests to the General Partners or
any Additional Limited Partner pursuant to Article IV hereof, the Managing
General Partner shall make such revisions to this Article VI and Exhibit A as
it deems necessary to reflect the terms of the issuance of such Partnership
Interests, including making preferential allocations to classes of Partnership
Interests that are entitled thereto.  Such revisions shall not require the
consent or approval of any other Partner.

                                  ARTICLE VII

                     MANAGEMENT AND OPERATIONS OF BUSINESS

SECTION 7.1 MANAGEMENT

     A. Powers of General Partners.  Except as otherwise expressly provided in
this Agreement, all management powers over the business and affairs of the
Partnership are and shall be exclusively vested in the General Partners, and no
Limited Partner shall have any right to participate in or exercise control or
management power over the business and affairs of the Partnership.  The General
Partners may not be removed by the Limited Partners with or without cause.  In
addition to the powers now or hereafter granted a general partner of a limited
partnership under applicable law or which are granted to the General Partners
under any other provision of this Agreement, the Managing General Partner,
subject to Section 7.11, shall have full power and authority to do all things
deemed necessary or desirable by it to conduct the business of the Partnership,
to exercise all powers set forth in Section 3.2 and to effectuate the purposes
set forth in Section 3.1, including, without limitation:

                  (1)  the making of any expenditures, the lending or borrowing
                       of money (including, without limitation, making
                       prepayments on loans and borrowing money to permit the
                       Partnership to make distributions to its Partners in
                       such amounts as are required under Section 5.1.E or will
                       permit the General Partner Entity (so long as the
                       General Partner Entity qualifies as REIT) to avoid the
                       payment of any federal income tax (including, for this
                       purpose, any excise tax pursuant to Section 4981 of the
                       Code) and to make distributions to its shareholders
                       sufficient to permit the General Partner Entity to
                       maintain REIT status), the assumption or guarantee of,
                       or other contracting for, indebtedness and other
                       liabilities, the issuance of evidences of indebtedness
                       (including the securing of same by mortgage, deed of
                       trust or other lien or encumbrance on the Partnership's
                       assets) and the incurring of any obligations the General
                       Partner Entity deems necessary for the conduct of the
                       activities of the Partnership;


                                    - 24 -
<PAGE>   30

                  (2)   the making of tax, regulatory and other filings, or
                        rendering of periodic or other reports to governmental
                        or other agencies having jurisdiction over the business
                        or assets of the Partnership;

                  (3)   the acquisition, disposition, mortgage, pledge,
                        encumbrance, hypothecation or exchange of any or all of
                        the assets of the Partnership (including the exercise or
                        grant of any conversion, option, privilege or
                        subscription right or other right available in
                        connection with any assets at any time held by the
                        Partnership) or the merger or other combination of the
                        Partnership with or into another entity on such terms as
                        the Managing General Partner deems proper;

                  (4)   the use of the assets of the Partnership (including,
                        without limitation, cash on hand) for any purpose
                        consistent with the terms of this Agreement and on any
                        terms it sees fit, including, without limitation, the
                        financing of the conduct of the operations of the
                        General Partners, the Partnership or any of the
                        Partnership's Subsidiaries, the lending of funds to
                        other Persons (including, without limitation, the
                        Managing General Partner, its Subsidiaries and the
                        Partnership's Subsidiaries) and the repayment of
                        obligations of the Partnership and its Subsidiaries and
                        any other Person in which the Partnership has an equity
                        investment and the making of capital contributions to
                        its Subsidiaries;

                  (5)   the management, operation, leasing, landscaping, repair,
                        alteration, demolition or improvement of any real
                        property or improvements owned by the Partnership or any
                        Subsidiary of the Partnership or any Person in which the
                        Partnership has made a direct or indirect equity
                        investment;

                  (6)   the negotiation, execution, and performance of any
                        contracts, conveyances or other instruments that the
                        Managing General Partner considers useful or necessary
                        to the conduct of the Partnership's operations or the
                        implementation of the Managing General Partner's powers
                        under this Agreement, including contracting with
                        contractors, developers, consultants, accountants, legal
                        counsel, other professional advisors and other agents
                        and the payment of their expenses and compensation out
                        of the Partnership's assets;

                  (7)   the mortgage, pledge, encumbrance or hypothecation of
                        any assets of the Partnership, and the use of the assets
                        of the Partnership (including, without limitation, cash
                        on hand) for any purpose consistent with the terms of
                        this Agreement and on any terms it sees fit, including,
                        without limitation, the 


                                     - 25 -





<PAGE>   31

                        financing of the conduct or the operations of the Gener
                        Partners or the Partnership, the lending of funds to
                        other Persons (including, without limitation, any
                        Subsidiaries of the Partnership) and the repayment of
                        obligations of the Partnership, any of its Subsidiaries
                        and any other Person in which it has an equity
                        investment;

                  (8)   the distribution of Partnership cash or other
                        Partnership assets in accordance with this Agreement;

                  (9)   the holding, managing, investing and reinvesting of cash
                        and other assets of the Partnership;

                  (10)  the collection and receipt of revenues and income of the
                        Partnership;

                  (11)  the selection, designation of powers, authority and
                        duties and the dismal of employees of the Partnership
                        (including, without limitation, employees having titles
                        such as "president," "vice president," "secretary" and
                        "treasurer") and agents, outside attorneys, accountants,
                        consultants and contractors of the Partnership and the
                        determination of their compensation and other terms of
                        employment or hiring;

                  (12)  the maintenance of such insurance for the benefit of the
                        Partnership and the Partners as it deems necessary or
                        appropriate;

                  (13)  the formation of, or acquisition of an interest
                        (including non-voting interests in entities controlled
                        by Affiliates of the Partnership or third parties) in,
                        and the contribution of property to, any further limited
                        or general partnerships, joint ventures, limited
                        liability companies or other relationships that it deems
                        desirable (including, without limitation, the
                        acquisition of interests in, and the contributions of
                        funds or property to, or making of loans to, its
                        Subsidiaries and any other Person in which it has an
                        equity investment from time to time, or the incurrence
                        of indebtedness on behalf of such Persons or the
                        guarantee of the obligations of such Persons); provided
                        that, as long as the Managing General Partner has
                        determined to continue to qualify as a REIT, the
                        Partnership may not engage in any such formation,
                        acquisition or contribution that would cause the
                        Managing General Partner to fail to qualify as a REIT;

                  (14)  the control of any matters affecting the rights and
                        obligations of the Partnership, including the
                        settlement, compromise, submission to arbitration or any
                        other form of dispute 


                                     - 26 -


<PAGE>   32


                       resolution or abandonment of any claim, cause of action,
                       liability, debt or damages due or owing to or from the
                       Partnership, the commencement or defense of suits, legal
                       proceedings, administrative proceedings, arbitrations or
                       other forms of dispute resolution, the representation of
                       the Partnership in all suits or legal proceedings,
                       administrative proceedings, arbitrations or other forms
                       of dispute resolution, the incurring of legal expense and
                       the indemnification of any Person against liabilities and
                       contingencies to the extent permitted by law;

                  (15) the determination of the fair market value of any
                       Partnership property distributed in kind, using such
                       reasonable method of valuation as the Managing General
                       Partner may adopt;

                  (16) the exercise, directly or indirectly, through any
                       attorney-in-fact acting under a general or limited power
                       of attorney, of any right, including the right to vote,
                       appurtenant to any assets or investment held by the
                       Partnership;

                  (17) the exercise of any of the powers of the General Partners
                       enumerated in this Agreement on behalf of or in
                       connection with any Subsidiary of the Partnership or any
                       other Person in which the Partnership has a direct or
                       indirect interest, individually or jointly with any such
                       Subsidiary or other Person;

                  (18) the exercise of any of the powers of the General Partners
                       enumerated in this Agreement on behalf of any Person in
                       which the Partnership does not have any interest pursuant
                       to contractual or other arrangements with such Person;

                  (19) the making, executing and delivering of any and all
                       deeds, leases, notes, deeds to secure debt, mortgages,
                       deeds of trust, security agreements, conveyances,
                       contracts, guarantees, warranties, indemnities, waivers,
                       releases or other legal instruments or agreements in
                       writing necessary or appropriate in the judgment of the
                       Managing General Partner for the accomplishment of any of
                       the powers of the General Partners enumerated in this
                       Agreement; and

                  (20) the distribution of cash to acquire Partnership Units
                       held by a Limited Partner in connection with a Limited
                       Partner's exercise of its Redemption Right under Section
                       8.6; and

                  (21) the amendment and restatement of Exhibit A to reflect
                       accurately at all times the Capital Contributions and
                       Percentage Interests of the Partners as the same are
                       adjusted 



                                    - 27 -

<PAGE>   33


                        from time to time to the extent necessary to reflect
                        redemptions, Capital Contributions, the issuance of
                        Partnership Units, the admission of any Additional
                        Limited Partner or any Substituted Limited Partner or
                        otherwise, which amendment and restatement,
                        notwithstanding anything in this Agreement to the
                        contrary, shall not be deemed an amendment of this
                        Agreement, as long as the matter or event being
                        reflected in Exhibit A otherwise is authorized by this
                        Agreement.

     B. No Approval by Limited Partners.  Except as provided in Section 7.11,
each of the Limited Partners and the other General Partners agrees that the
Managing General Partner is authorized to execute, deliver and perform the
above-mentioned agreements and transactions on behalf of the Partnership
without any further act, approval or vote of the Partners, notwithstanding any
other provision of this Agreement, the Act or any applicable law, rule or
regulation, to the full extent permitted under the Act or other applicable law.
The execution, delivery or performance by the Managing General
Partner or the Partnership of any agreement authorized or permitted under this
Agreement shall not constitute a breach by the Managing General Partner of any
duty that the Managing General Partner may owe the Partnership or the Limited
Partners or any other Persons under this Agreement or of any duty stated or
implied by law or equity.

     C. Insurance.  At all times from and after the date hereof, the Managing
General Partner may cause the Partnership to obtain and maintain (i) casualty,
liability and other insurance on the properties of the Partnership and (ii)
liability insurance for the Indemnitees hereunder and (iii) such other
insurance as the Managing General Partner, in its sole and absolute discretion,
determines to be necessary.

     D. Working Capital and Other Reserves.  At all times from and after the
date hereof, the Managing General Partner may cause the Partnership to
establish and maintain working capital reserves in such amounts as the Managing
General Partner, in its sole and absolute discretion, deems appropriate and
reasonable from time to time, including upon liquidation of the Partnership
under Section 13.

     E. No Obligations to Consider Tax Consequences of Limited Partners.  In
exercising their authority under this Agreement, the General Partners may, but
shall be under no obligation to, take into account the tax consequences to any
Partner (including the General Partners) of any action taken (or not taken) by
any of them.  The General Partners and the Partnership shall not have liability
to a Limited Partner for monetary damages or otherwise for losses sustained,
liabilities incurred or benefits not derived by such Limited Partner in
connection with such decisions, provided that the General Partners have acted
in good faith and pursuant to their authority under this Agreement.

SECTION 7.2 CERTIFICATE OF LIMITED PARTNERSHIP

     The General Partners have previously filed the Certificate with the
Secretary of State of Delaware.  To the extent that such action is determined
by the General Partners 


                                    - 28 -


<PAGE>   34


to be reasonable and necessary or appropriate, the General Partners shall file
amendments to and restatements of the Certificate and do all the things to
maintain the Partnership as a limited partnership (or a partnership in which the
limited partners have limited liability) under the laws of the State of Delaware
and each other state, the District of Columbia or other jurisdiction in which
the Partnership may elect to do business or own property.  Subject to the terms
of Section 8.5.A(4), the General Partners shall not be required, before or after
filing, to deliver or mail a copy of the Certificate or any amendment thereto to
any Limited Partner.  The Managing General Partner shall use all reasonable
efforts to cause to be filed such other certificates or documents as may be
reasonable and necessary or appropriate for the formation, continuation,
qualification and operation of a limited partnership (or a partnership in which
the limited partners have limited liability) in the State of Delaware and any
other state, the District of Columbia or other jurisdiction in which the
Partnership may elect to do business or own property.

SECTION 7.3 TITLE TO PARTNERSHIP ASSETS

     Title to Partnership assets, whether real, personal or mixed and whether
tangible or intangible, shall be deemed to be owned by the Partnership as an
entity, and no Partners, individually or collectively, shall have any ownership
interest in such Partnership assets or any portion thereof.  Title to any or all
of the Partnership assets may be held in the name of the Partnership, any
General Partner or one or more nominees, as the Managing General Partner may
determine, including Affiliates of the General Partners.  The General Partners
hereby declare and warrant that any Partnership assets for which legal title is
held in the name of any General Partner or any nominee or Affiliate of the
General Partners shall be held by that General Partner for the use and benefit
of the Partnership in accordance with the provisions of this Agreement.  All
Partnership assets shall be recorded as the property of the Partnership in its
books and records, irrespective of the name in which legal title to such
Partnership assets is held.

SECTION 7.4 REIMBURSEMENT OF THE GENERAL PARTNERS

     A. No Compensation.  Except as provided in this Section 7.4 and elsewhere
in this Agreement (including the provisions of Articles V and VI regarding
distributions, payments and allocations to which it may be entitled), the
General Partners shall not be compensated for their services as general
partners of the Partnership.

     B. Responsibility for Partnership Expenses.  The Partnership shall be
responsible for and shall pay all expenses relating to the Partnership's
organization, the ownership of its assets and its operations.  The Managing
General Partner shall be reimbursed on a monthly basis, or such other basis as
the Managing General Partner may determine in its sole and absolute discretion,
for all expenses it incurs relating to the ownership and operation of, or for
the benefit of, the Partnership  (including, without limitation, expenses
related to the operations of the General Partners and to the management and
administration of any Subsidiaries of the Managing General Partner or the
Partnership or Affiliates of the Partnership, such as auditing expenses and
filing fees); provided that, the amount of any such reimbursement shall be
reduced by (i) any interest earned by the Managing General Partner with respect
to bank accounts or other 




                                    - 29 -

<PAGE>   35



instruments or accounts held by it on behalf of the Partnership as permitted in
Section 7.5.A (which interest is considered to belong to the Partnership and
shall be paid over to the Partnership to the extent not applied to reimburse the
Managing General Partner for expenses hereunder); and (ii) any amount derived by
the Managing General Partner from any investments permitted in Section 7.5.A. 
The Managing General Partner shall determine in good faith the amount of
expenses incurred by it related to the ownership and operation of, or for the
benefit of, the Partnership.  If certain expenses are incurred for the benefit
of the Partnership and other entities (including the Managing General
Partner), such expenses will be allocated to the Partnership and such other
entities in such a manner as the Managing General Partner in its sole and
absolute discretion deems fair and reasonable. Such reimbursements shall be in
addition to any reimbursement to the Managing General Partner pursuant to
Section 10.3.C and as a result of indemnification pursuant to Section 7.7.  All
payments and reimbursements hereunder shall be characterized for federal income
tax purposes as expenses of the Partnership incurred on its behalf, and not as
expenses of the Managing General Partner.
        
     C. Partnership Interest Issuance Expenses.  The Managing General Partner
shall also be reimbursed for all expenses it incurs relating to any issuance of
Partnership Interests, Shares, Debt of the Partnership or the Managing General
Partner or rights, options, warrants or convertible or exchangeable securities
pursuant to Article IV (including, without limitation, all costs, expenses,
damages and other payments resulting from or arising in connection with
litigation related to any of the foregoing), all of which expenses are
considered by the Partners to constitute expenses of, and for the benefit of,
the Partnership.

     D. Purchases of Shares by the Managing General Partner.  If the Managing
General Partner exercises its rights under the Declaration of Trust to purchase
Shares or otherwise elects to purchase from its shareholders Shares in
connection with a share repurchase or similar program or for the purpose of
delivering such Shares to satisfy an obligation under any dividend reinvestment
or equity purchase program adopted by the Managing General Partner, any
employee equity purchase plan adopted by the Managing General Partner or any
similar obligation or arrangement undertaken by the Managing General Partner in
the future, the purchase price paid by the Managing General Partner for those
Shares and any other expenses incurred by the Managing General Partner in
connection with such purchase shall be considered expenses of the Partnership
and shall be reimbursable to the Managing General Partner, subject to the
conditions that: (i) if those Shares subsequently are to be sold by the
Managing General Partner, the Managing General Partner shall pay to the
Partnership any proceeds received by the Managing General Partner for those
Shares (provided that a transfer of Shares for Partnership Units pursuant to
Section 8.6 would not be considered a sale for such purposes); and (ii) if such
Shares are not retransferred by the Managing General Partner within thirty (30)
days after the purchase thereof, the Managing General Partner shall cause the
Partnership to cancel a number of Partnership Units (rounded to the nearest
whole Partnership Unit) held by the Managing General Partner equal to the
product attained by multiplying the number of those Shares by a fraction, the
numerator of which is one and the denominator of which is the Conversion
Factor.
        


                                    - 30 -

<PAGE>   36



     E. Reimbursement not a Distribution.  If and to the extent any
reimbursement made pursuant to this Section 7.4 is determined for federal
income tax purposes not to constitute a payment of expenses of the Partnership,
the amount so determined shall constitute a guaranteed payment with respect to
capital within the meaning of Section 707(c) of the Code, shall be treated
consistently therewith by the Partnership and all Partners and shall not be
treated as a distribution for purposes of computing the Partners' Capital
Accounts.

SECTION 7.5 OUTSIDE ACTIVITIES OF THE GENERAL PARTNERS; RELATIONSHIP OF SHARES
            TO PARTNERSHIP UNITS; FUNDING DEBT

     A. General.  Without the Consent of the Outside Limited Partners, the
General Partners shall not, directly or indirectly, enter into or conduct any
business other than in connection with the ownership, acquisition and
disposition of Partnership Interests as a General Partner or Limited Partner
and the management of the business of the Partnership and such activities as
are incidental thereto.  Without the Consent of the Outside Limited Partners,
the assets of the Managing General Partner shall be limited to Partnership
Interests and permitted debt obligations of the Partnership (as contemplated by
Section 7.5.F), so that Shares and Partnership Units are completely fungible
except as otherwise specifically provided herein; provided, that the Managing
General Partner shall be permitted to hold such bank accounts or similar
instruments or accounts in its name as it deems necessary to carry out its
responsibilities and purposes as contemplated under this Agreement and its
organizational documents (provided that accounts held on behalf of the
Partnership to permit the Managing General Partner to carry out its
responsibilities under this Agreement shall be considered to belong to the
Partnership and the interest earned thereon shall, subject to Section 7.4.B, be
applied for the benefit of the Partnership); and, provided further, that the
General Partners shall be permitted to acquire, directly or through a Qualified
REIT Subsidiary or limited liability company, up to a one percent (1%) interest
in any partnership or limited liability company at least ninety-nine percent
(99%) of the equity of which is owned, directly or indirectly, by the
Partnership.  The Managing General Partner and any of its Affiliates may
acquire Limited Partnership Interests and shall be entitled to exercise all
rights of a Limited Partner relating to such Limited Partnership Interests.

     B. Repurchase of Shares.  If the Managing General Partner exercises its
rights under the Declaration of Trust to purchase Shares or otherwise elects to
purchase from its shareholders Shares in connection with a share repurchase or
similar program or for the purpose of delivering such shares to satisfy an
obligation under any dividend reinvestment or share purchase program adopted by
the Managing General Partner, any employee share purchase plan adopted by the
Managing General Partner or any similar obligation or arrangement undertaken by
the Managing General Partner in the future, then the Managing General Partner
shall cause the Partnership to purchase from the Managing General Partner that
number of Partnership Units of the appropriate class equal to the product
obtained by multiplying the number of Shares purchased by the Managing General
Partner times a fraction, the numerator of which is one and the denominator of
which is the Conversion Factor, on the same terms and for the same aggregate
price that the Managing General Partner purchased such Shares.





                                    - 31 -
<PAGE>   37


     C. Forfeiture of Shares.  If the Partnership or the Managing General
Partner acquires Shares as a result of the forfeiture of such Shares under a
restricted or similar share plan, then the Managing General Partner shall cause
the Partnership to cancel that number of Partnership Units equal to the number
of Shares so acquired, and, if the Partnership acquired such Shares, it shall
transfer such Shares to the Managing General Partner for cancellation.

     D. Issuances of Shares.  After the Effective Date, the Managing General
Partner shall not grant, award, or issue any additional Shares (other than
Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or
distribution (including any share split) of Shares to all of its shareholders),
other equity securities of the Managing General Partner, New Securities or
Convertible Funding Debt unless (i) the Managing General Partner shall cause,
pursuant to Section 4.2.A hereof, the Partnership to issue to the Managing
General Partner Partnership Interests or rights, options, warrants or
convertible or exchangeable securities of the Partnership having designations,
preferences and other rights, all such that the economic interests are
substantially the same as those of such additional Shares, other equity
securities, New Securities or Convertible Funding Debt, as the case may be, and
(ii) the Managing General Partner transfers to the Partnership, as an
additional Capital Contribution, the proceeds from the grant, award, or
issuance of such additional Shares, other equity securities, New Securities or
Convertible Funding Debt, as the case may be, or from the exercise of rights
contained in such additional Shares, other equity securities, New Securities or
Convertible Funding Debt, as the case may be.  Without limiting the foregoing,
the Managing General Partner is expressly authorized to issue additional
Shares, other equity securities, New Securities or Convertible Funding Debt, as
the case may be, for less than fair market value, and the Managing General
Partner is expressly authorized, pursuant to Section 4.2.A hereof, to cause the
Partnership to issue to the Managing General Partner corresponding Partnership
Interests, as long as (a) the Managing General Partner concludes in good faith
that such issuance is in the interests of the Managing General Partner and the
Partnership (for example, and not by way of limitation, the issuance of Shares
and corresponding Partnership Units pursuant to a share purchase plan providing
for purchases of Shares, either by employees or shareholders, at a discount
from fair market value or pursuant to employee share options that have an
exercise price that is less than the fair market value of the Shares, either at
the time of issuance or at the time of exercise) and (b) the Managing General
Partner transfers all proceeds from any such issuance or exercise to the
Partnership as an additional Capital Contribution.

     E. Share Option Plan.  If at any time or from time to time, the Managing
General Partner sells Shares pursuant to any Share Option Plan, the Managing
General Partner shall transfer the net proceeds of the sale of such Shares to
the Partnership as an additional Capital Contribution in exchange for an amount
of additional Partnership Units equal to the number of Shares so sold divided
by the Conversion Factor.

     F. Funding Debt.  The Managing General Partner may incur a Funding Debt,
including, without limitation, a Funding Debt that is convertible into Shares
or otherwise constitutes a class of New Securities ("Convertible Funding
Debt"), subject to the condition that the Managing General Partner lend to the
Partnership the net proceeds of such Funding Debt; provided, that Convertible
Funding Debt shall be issued pursuant to 
        

                                    - 32 -


<PAGE>   38



Section 7.5.D above; and, provided further, that the Managing General Partner
shall not be obligated to lend the net proceeds of any Funding Debt to the
Partnership in a manner that would be inconsistent with the Managing General
Partner's ability to remain qualified as a REIT.  If the Managing General
Partner enters into any Funding Debt, the loan to the Partnership shall be on
comparable terms and conditions, including interest rate, repayment schedule and
costs and expenses, as are applicable with respect to or incurred in connection
with such Funding Debt.
        
SECTION 7.6 TRANSACTIONS WITH AFFILIATES

     A. Transactions with Certain Affiliates.  Except as expressly permitted by
this Agreement, the Partnership shall not, directly or indirectly, sell,
transfer or convey any property to, or purchase any property from, or borrow
funds from, or lend funds to, any Partner or any Affiliate of the Partnership
that is not also a Subsidiary of the Partnership, except pursuant to
transactions that are on terms that are fair and reasonable and no less
favorable to the Partnership than would be obtained from an unaffiliated third
party.

     B. Conflict Avoidance.  The General Partners are expressly authorized to
enter into, in the name and on behalf of the Partnership, a right of first
opportunity arrangement and other conflict avoidance agreements with various
Affiliates of the Partnership and General Partners on such terms as the General
Partners, in their sole and absolute discretion, believe are advisable.

     C. Benefit Plans Sponsored by the Partnership.  The Managing General
Partner in its sole and absolute discretion and without the approval of the
Limited Partners, may propose and adopt on behalf of the Partnership employee
benefit plans funded by the Partnership for the benefit of employees of the
Managing General Partner, the Partnership, Subsidiaries of the Partnership or
any Affiliate of any of them.

SECTION 7.7 INDEMNIFICATION

     A. General.  The Partnership shall indemnify each Indemnitee to the
fullest extent provided by the Act from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including, without
limitation, attorneys fees and other legal fees and expenses), judgments,
fines, settlements and other amounts arising from or in connection with any and
all claims, demands, actions, suits or proceedings, civil, criminal,
administrative or investigative, incurred by the Indemnitee and relating to the
Partnership or the General Partners or the operation of, or the ownership of
property by, any of them as set forth in this Agreement in which any such
Indemnitee may be involved, or is threatened to be involved, as a party or
otherwise, unless it is established by a final determination of a court of
competent jurisdiction that: (i) the act or omission of the Indemnitee was
material to the matter giving rise to the proceeding and either was committed
in bad faith or was the result of active and deliberate dishonesty, (ii) the
Indemnitee actually received an improper personal benefit in money, property or
services or (iii) in the case of any criminal proceeding, the Indemnitee had
reasonable cause to believe that the act or omission was unlawful.  Without
limitation, the foregoing indemnity shall extend to any liability of any
Indemnitee, pursuant to a loan guarantee, contractual 



                                    - 33 -

<PAGE>   39



obligation for any indebtedness or other obligation or otherwise, for any
indebtedness of the Partnership or any Subsidiary of the Partnership
(including, without limitation, any indebtedness which the Partnership or any
Subsidiary of the Partnership has assumed or taken subject to), and the
Managing General Partner is hereby authorized and empowered, on behalf of the
Partnership, to enter into one or more indemnity agreements consistent with the
provisions of this Section 7.7 in favor of any Indemnitee having or potentially
having liability for any such indebtedness. The termination of any proceeding
by judgment, order or settlement does not create a presumption that the
Indemnitee did not meet the requisite standard of  conduct set forth in this
Section 7.7.A.  The termination of any proceeding by conviction or upon a plea
of nolo contendere or its equivalent, or an entry of an order of probation
prior to judgment, creates a rebuttable presumption that the Indemnitee acted
in a manner contrary to that specified in this Section 7.7.A with respect to
the subject matter of such proceeding.  Any indemnification pursuant to this
Section 7.7 shall be made only out of the assets of the Partnership, and any
insurance proceeds from the liability policy covering the General Partners and
any Indemnitee, and neither a General Partner nor any Limited Partner shall
have any obligation to contribute to the capital of the Partnership or
otherwise provide funds to enable the Partnership to fund its obligations under
this Section 7.7.
        
     B. Advancement of Expenses.  Reasonable expenses expected to be incurred
by an Indemnitee shall be paid or reimbursed by the Partnership in advance of
the final disposition of any and all claims, demands, actions, suits or
proceedings, civil, criminal, administrative or investigative made or
threatened against an Indemnitee upon receipt by the Partnership of (i) a
written affirmation by the Indemnitee of the Indemnitee's good faith belief
that the standard of conduct necessary for indemnification by the Partnership
as authorized in this Section 7.7.A has been met and (ii) a written undertaking
by or on behalf of the Indemnitee to repay the amount if it shall ultimately be
determined that the standard of conduct has not been met.

     C. No Limitation of Rights.  The indemnification provided by this Section
7.7 shall be in addition to any other rights to which an Indemnitee or any
other Person may be entitled under any agreement, pursuant to any vote of the
Partners, as a matter of law or otherwise, and shall continue as to an
Indemnitee who has ceased to serve in such capacity unless otherwise provided
in a written agreement pursuant to which such Indemnitee is indemnified.

     D. Insurance.  The Partnership may purchase and maintain insurance on
behalf of the Indemnitees and such other Persons as the Managing General
Partner shall determine against any liability that may be asserted against or
expenses that may be incurred by such Person in connection with the
Partnership's activities, regardless of whether the Partnership would have the
power to indemnify such Person against such liability under the provisions of
this Agreement.

     E. Benefit Plan Fiduciary.  For purposes of this Section 7.7, (i) excise
taxes assessed on an Indemnitee, of for which the Indemnitee is otherwise found
liable, with respect to an ERISA Plan pursuant to applicable law shall
constitute fines within the meaning of this Section 7.7 and (iii) actions taken
or omitted by the Indemnitee with respect to an ERISA Plan in the performance
of its duties for a purpose reasonably believed 



                                    - 34 -

<PAGE>   40


by it to be in the interest of the participants and beneficiaries of such ERISA
Plan shall be deemed to be for a purpose which is not opposed to the best
interests of the Partnership.
        
     F. No Personal Liability for Limited Partners.  In no event may an
Indemnitee subject any of the Partners to personal liability by reason of the
indemnification provisions set forth in this Agreement.

     G. Interested Transactions.  An Indemnitee shall not be denied
indemnification in whole or in part under this Section 7.7 because the
Indemnitee had an interest in the transaction with respect to which the
indemnification applies if the transaction was otherwise permitted by the terms
of this Agreement.

     H. Benefit.  The provisions of this Section 7.7 are for the benefit of the
Indemnitees, their employees, officers, directors, trustees, heirs, successors,
assigns and administrators and shall not be deemed to create any rights for the
benefit of any other Persons.  Any amendment, modification or repeal of this
Section 7.7, or any provision hereof, shall be prospective only and shall not
in any way affect the limitation on the Partnership's liability to any
Indemnitee under this Section 7.7 as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising from or
related to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be
asserted.

     I. Indemnification Payments Not Distributions.  If and to the extent any
payments to the General Partners pursuant to this Section 7.7 constitute gross
income to the General Partners (as opposed to the repayment of advances made on
behalf of the Partnership), such amounts shall constitute guaranteed payments
within the meaning of Section 707(c) of the Code, shall be treated consistently
therewith by the Partnership and all Partners, and shall not be treated as
distributions for purposes of computing the Partners' Capital Accounts.

     J. Exception to Indemnification.  Notwithstanding anything to the contrary
in this Agreement, a General Partner shall not be entitled to indemnification
hereunder for any loss, claim, damage, liability or expense for which such
General Partner is obligated to indemnify the Partnership under any other
agreement between such General Partner and the Partnership.

SECTION 7.8 LIABILITY OF THE GENERAL PARTNERS

     A. General.  Notwithstanding anything to the contrary set forth in this
Agreement, no General Partner shall be liable for monetary damages to the
Partnership, any Partners or any Assignees for losses sustained, liabilities
incurred or benefits not derived as a result of errors in judgment or mistakes
of fact or law or of any act or omission unless that General Partner acted in
bad faith and the act or omission was material to the matter giving rise to the
loss, liability or benefit not derived.

     B. No Obligation to Consider Separate Interests of Limited Partners or
Shareholders.  The Limited Partners expressly acknowledge that the General
Partners are acting on behalf of the Partnership, that the General Partners are
under no obligation to 




                                    - 35 -

<PAGE>   41


consider the separate interests of the Limited Partners (including, without
limitation, the tax consequences to Limited Partners or Assignees) in deciding
whether to cause the Partnership to take (or decline to take) any actions, and
that the General Partners shall not be liable for monetary damages for losses
sustained, liabilities incurred or benefits not derived by Limited Partners in
connection with such decisions, provided that the General Partners have acted in
good faith.
        
     C. Actions of Agents.  Subject to their obligations and duties as General
Partners set forth in Section 7.1.A, the General Partners may exercise any of
the powers granted to them by this Agreement and perform any of the duties
imposed upon them hereunder either directly or by or through their agents.  The
General Partners shall not be responsible for any misconduct or negligence on
the part of any such agent appointed by a General Partner in good faith.

     D. Effect of Amendment.  Notwithstanding any other provision contained
herein, any amendment, modification or repeal of this Section 7.8 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on a General Partner's liability to the Partnership and the Limited
Partners under this Section 7.8 as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising from or
relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be asserted.
        
SECTION 7.9 OTHER MATTERS CONCERNING THE GENERAL PARTNERS

     A. Reliance on Documents.  A General Partner may rely and shall be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture or other paper or document believed by it in good faith to be genuine
and to have been signed or presented by the proper party or parties.

     B. Reliance on Advisors.  The General Partners may consult with legal
counsel, accountants, appraisers, management consultants, investment bankers
and other consultants and advisers selected by them, and any act taken or
omitted to be taken in reliance upon the opinion of such Persons as to matters
which the General Partners reasonably believe to be within such Person's
professional or expert competence shall be conclusively presumed to have been
done or omitted in good faith and in accordance with such opinion.

     C. Action Through Agents.  The General Partners shall have the right, in
respect of any of their powers or obligations hereunder, to act through any of
their duly authorized officers and a duly appointed attorney or
attorneys-in-fact.  Each such attorney shall, to the extent provided by the
General Partners in the power of attorney, have full power and authority to do
and perform all and every act and duty which is permitted or required to be
done by the General Partners hereunder.

     D. Actions to Maintain REIT Status or Avoid Taxation of the General
Partner Entity.  Notwithstanding any other provisions of this Agreement or the
Act, any 



                                    - 36 -

<PAGE>   42




action of the General Partners on behalf of the Partnership or any decision of a
General Partner to refrain from acting on behalf of the Partnership undertaken
in the good faith belief that such action or omission is necessary or advisable
in order (i) to protect the ability of the General Partner Entity to continue to
qualify as a REIT or (ii) to allow the General Partner Entity to avoid incurring
any liability for taxes under Section 857 or 4981 of the Code, is expressly
authorized under this Agreement and is deemed approved by all of the Limited
Partners.
        
     E.  Actions to Maintain REOC Status.  If and so long as the Partnership
Interests of "benefit plan investors" is "significant" (as such terms, or terms
succeeding thereto with the same objective, are used in 29 C.F.R. Section
2510.3-101(f) (such regulation or successor regulation being known as the "Plan
Assets Regulation")), or if the Managing General Partner receives written
notice from another General Partner requesting that the affairs of the
Partnership be conducted in compliance with the exception for a real estate
operating company ("REOC") as provided in the Plan Assets Regulation, then the
Managing General Partner shall use its best efforts to conduct the affairs of
the Partnership as a REOC and so that the assets of the Partnership will not be
"plan assets" (as such term is defined in the Plan Assets Regulations) of any
ERISA Partner.

          (i) If the Managing General Partner, pursuant to this Section 7.10.E,
intends to conduct the affairs of the Partnership as a REOC, the Managing
General Partner shall promptly deliver to each ERISA Partner and to any
requesting General Partner an opinion of counsel reasonably acceptable to each
such ERISA Partner or requesting General Partner with respect to the "initial
valuation date" and each "annual valuation period" (as those terms, or terms
succeeding thereto with the same objective, are defined in the Plan Assets
Regulation).  Such opinion of counsel shall state, (A) as to the opinion
respecting the "initial valuation date," that the Partnership shall qualify or
qualified as a REOC for the period beginning on such "initial valuation date"
and ending on the last day of the first "annual valuation period," and (B) as to
each annual opinion respecting each "annual valuation period," that the
Partnership shall qualify or qualified as a REOC for the 12-month period
following the last day of such "annual valuation period."  Each opinion referred
to in the prior two sentences may rely upon, among other things, a certificate
of the Managing General Partner as to the exercise of management rights with
respect to one or more investments during the appropriate period and as to a
description of such investments, and such counsel opinion also shall state
whether the Partnership has included in a certification to opinion counsel a
statement to the effect that on such "initial valuation date" or during such
"annual valuation period" at least 50 percent of Partnership assets (other than
short-term investments pending long-term commitment or distribution to
investors), valued at cost, were invested in real estate investments as
described in the Plan Assets Regulation.

          (ii) If the opinion described in this subsection is not provided in
the affirmative, or if any ERISA Partner or a requesting General Partner shall
obtain and deliver to the Managing General Partner an opinion of counsel to such
ERISA Partner or requesting General Partner (which opinion shall be reasonably
satisfactory to the Managing General Partner) that there is a reasonable
probability that either (A) the Partnership was or will not be a REOC for any
period in which either participation by benefit plan investors in the
Partnership is significant or a requesting General Partner is 




                                    - 37 -


<PAGE>   43



an investor, or (B) the assets of the Partnership were or will be "plan assets"
of ERISA Plan investors, then the Managing General Partner is hereby authorized
and empowered to take such actions as it deems necessary and appropriate to
mitigate, prevent, or cure such adverse consequences resulting to the ERISA Plan
investors or requesting General Partner, including modifying the manner in which
the Partnership conducts its business, or requiring each ERISA Partner (on a pro
rata basis unless otherwise consented to by all ERISA Partners) to transfer
all or a portion of its interest at a price not less than the fair value of such
interest or portion thereof.  Such calculation of fair value of an interest or
of any Partnership asset shall be made by the Managing General Partner.

SECTION 7.10 RELIANCE BY THIRD PARTIES

     Notwithstanding anything to the contrary in this Agreement, any Person
dealing with the Partnership shall be entitled to assume that the Managing
General Partner has full power and authority, without consent or approval of
any other Partner or Person, to encumber, sell or otherwise use in any manner
any and all assets of the Partnership, to enter into any contracts on behalf of
the Partnership and to take any and all actions on behalf of the Partnership,
and such Person shall be entitled to deal with the Managing General Partner as
if the Managing General Partner were the Partnership's sole party in interest,
both legally and beneficially.  Each Limited Partner hereby waives any and all
defenses or other remedies which may be available against such Person to
contest, negate or disaffirm any action of the Managing General Partner in
connection with any such dealing.  In no event shall any Person dealing with
the Managing General Partner or its representatives be obligated to ascertain
that the terms of this Agreement have been complied with or to inquire into the
necessity or expedience of any act or action of the Managing General Partner or
its representatives.  Each and every certificate, document or other instrument
executed on behalf of the Partnership by the Managing General Partner or its
representatives shall be conclusive evidence in favor of any and every Person
relying thereon or claiming thereunder that (i) at the time of the execution
and delivery of such certificate, document or instrument, this Agreement was in
full force and effect, (ii) the Person executing and delivering such
certificate, document or instrument was duly authorized and empowered to do so
for and on behalf of the Partnership, and (iii) such certificate, document or
instrument was duly executed and delivered in accordance with the terms and
provisions of this Agreement and is binding upon the Partnership.


SECTION 7.11 RESTRICTIONS ON GENERAL PARTNERS' AUTHORITY

     A. Consent Required.  The General Partners may not take any action in
contravention of an express prohibition or limitation of this Agreement without
the written Consent of (i) all Partners adversely affected or (ii) such lower
percentage of the Limited Partnership Interests as may be specifically provided
for under a provision of this Agreement or the Act.

     B. Sale of All Assets of the Partnership.  Except as provided in Article
XIII, the General Partners may not, directly or indirectly, cause the
Partnership to sell, exchange, transfer or otherwise dispose of all or
substantially all of the Partnership's assets in a single transaction or a
series of related transactions (including by way of 



                                    - 38 -

<PAGE>   44



merger (including a triangular merger), consolidation or other combination with
any other Persons) (i) if such merger, sale or other transaction is in
connection with a Termination Transaction permitted under Section 11.2.B hereof,
without the Consent of the Partners holding at least a majority of the then
outstanding Partnership Units (including any Partnership Units held by the
General Partners), or (ii) otherwise, without the Consent of the Outside Limited
Partners.
        
     C. Communications Act Investor .  Unless otherwise approved in writing by
each affected Communications Act Investor (hereinafter defined), the General
Partners may not, directly or indirectly, cause the Partnership to invest in
any Property or otherwise take any action that (i) would result in the
Communications Act Investor being placed in a position whereby it would have or
be deemed to have the right to act for any third party in selecting or dealing
with any interexchange carrier (which, for purposes hereof, shall include
satellite telecommunication service) in providing long distance service between
local access and transport areas which originates in any State within the
region in which the affected Communications Act Investor (or the operating
company affiliate thereof) provides wireline telephone local exchange service,
(but in no event shall the foregoing be deemed to prohibit the Partnership from
contracting with a third party to perform such functions on a discretionary
basis as part of its property management duties where such activity is a
necessary adjunct to an investment and such activities, in the aggregate, are
not significant in relation to the Partnership's business activities taken as a
whole), or (ii) would cause a significant percentage of the Partnership's gross
income from any Property to be attributable to either the provision or resale
of long distance service between local access and transport areas which
originates in any State within the region in which the affected Communications
Act Investor (or the operating company affiliate thereof) provides wireline
telephone local exchange service, or the manufacture of telecommunications,
customer premises or related equipment.  In addition, the Partnership will not
engage in any telecommunications activities other than those that may be
ancillary to the ownership or operation of its investments or make an
investment in a cable television system that would violate the cable-telephone
cross-ownership restriction in the Communications Act of 1934, as amended, with
regard to the local exchange service area of a Communications Act Investor (or
the operating company affiliate thereof).  Notwithstanding the foregoing, the
Partnership is not precluded from engaging in any telecommunications business
or cable business unless such business is found to place the Communications Act
Investor in violation of law.  The Managing General Partner shall have a period
of 120 days following a finding by a court or regulatory body that such a
violation exists to use its reasonable best efforts to prevent or eliminate
such violation, including, but not limited to, correction of the condition
giving rise to the violation, amendment to this Agreement or sale of the
relevant property or the interest of the Communications Act Investor therein.
A "Communications Act Investor" is a Partner or shareholder of the Managing
General Partner that has notified the Managing General Partner that it is
subject to the Communications Act of 1934, as amended.

SECTION 7.12 LOANS BY THIRD PARTIES

     The Partnership may incur Debt, or enter into similar credit, guarantee,
financing or refinancing arrangements for any purpose (including, without
limitation, in 

                                    - 39 -

<PAGE>   45



connection with any acquisition of property) with any Person that is not a
General Partner upon such terms as the Managing General Partner determines
appropriate; provided that, the Partnership shall not incur any Debt that is
recourse to a General Partner, except to the extent otherwise agreed to by such
General Partner in its sole discretion.
        
SECTION 7.13 ACTIONS OF THE GENERAL PARTNERS

     Any act (including, without limitation, execution of any document),
determination or judgment required by this Agreement to be performed or made by
the General Partners (as opposed to by the Managing General Partner acting
alone), may be performed or made by the Managing General Partner, provided it
has obtained the consent of a majority in number of all of the General Partners
(including the Managing General Partner).

                                  ARTICLE VIII
                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

SECTION 8.1 LIMITATION OF LIABILITY

     The Limited Partners shall have no liability under this Agreement except
as expressly provided in this Agreement, including Section 10.5, or under the
Act.

SECTION 8.2 MANAGEMENT OF BUSINESS

     No Limited Partner or Assignee (other than the General Partners, any of
their Affiliates or any officer, director, employee, partner, agent or trustee
of a General Partner, the Partnership or any of their Affiliates, in their
capacity as such) shall take part in the operation, management or control
(within the meaning of the Act) of the Partnership's business, transact any
business in the Partnership's name or have the power to sign documents for or
otherwise bind the Partnership.  The transaction of any such business by a
General Partner, any of its Affiliates or any officer, director, employee,
partner, agent or trustee of a General Partner, the Partnership or any of their
Affiliates, in their capacity as such, shall not affect, impair or eliminate
the limitations on the liability of the Limited Partners or Assignees under
this Agreement.

SECTION 8.3 OUTSIDE ACTIVITIES OF LIMITED PARTNERS

     Subject to Section 7.5 hereof, and subject to any agreements entered into
pursuant to Section 7.6.C hereof and to any other agreements entered into by a
Limited Partner or its Affiliates with the Partnership or a Subsidiary, any
Limited Partner (other than a General Partner) and any officer, director,
employee, agent, trustee, Affiliate or shareholder of any Limited Partner shall
be entitled to and may have business interests and engage in business
activities in addition to those relating to the Partnership, including business
interests and activities in direct or indirect competition with the
Partnership.  Neither the Partnership nor any Partners shall have any rights by
virtue of this Agreement in any business ventures of any Limited Partner or
Assignee.  None of the 


                                    - 40 -

<PAGE>   46



Limited Partners (other than the General Partners) nor any other Person shall
have any rights by virtue of this Agreement or thepartnership relationship
established hereby in any business ventures of any other Person (other than the
Managing General Partner to the extent expressly provided herein), and such
Person shall have no obligation pursuant to this Agreement to offer any interest
in any such business ventures to the Partnership, any Limited Partner or any
such other Person, even if such opportunity is of a character which, if
presented to the Partnership, any Limited Partner or such other Person, could be
taken by such Person.
        
SECTION 8.4 RETURN OF CAPITAL

          Except pursuant to the right of redemption set forth in Section 8.6,
no Limited Partner shall be entitled to the withdrawal or return of its Capital
Contribution, except to the extent of distributions made pursuant to this
Agreement or upon termination of the Partnership as provided herein.  No Limited
Partner or Assignee shall have priority over any other Limited Partner or
Assignee either as to the return of Capital Contributions (except as permitted
by Section 4.2.A) or, except to the extent provided by Exhibit C or as permitted
by Sections 4.2.A, 5.1.B(i), 6.1.A(ii) and 6.1.B(i), or otherwise expressly
provided in this Agreement, as to profits, losses, distributions or credits.

SECTION 8.5 RIGHTS OF LIMITED PARTNERS RELATING TO THE PARTNERSHIP

          A.      General.  In addition to other rights provided by this
Agreement or by the Act, and except as limited by Section 8.5.D, each Limited
Partner shall have the right, for a purpose reasonably related to such Limited
Partner's interest as a limited partner in the Partnership, upon written demand
with a statement of the purpose of such demand and at such Limited Partner's own
expense:

                  (1)  to obtain a copy of the most recent annual and quarterly
                       reports filed with the Securities and Exchange Commission
                       by the General Partner Entity pursuant to the Exchange
                       Act;

                  (2)  to obtain a copy of the Partnership's federal, state and
                       local income tax returns for each Partnership Year;

                  (3)  to obtain a current list of the name and last known
                       business, residence or mailing address of each Partner;

                  (4)  to obtain a copy of this Agreement and the Certificate
                       and all amendments thereto, together with executed copies
                       of all powers of attorney pursuant to which this
                       Agreement, the Certificate and all amendments thereto
                       have been executed; and

                  (5)  to obtain true and full information regarding the amount
                       of cash and a description and statement of any other
                       property or services contributed by each Partner 
                       and which each Partner 

                                    - 41 -

<PAGE>   47



                       has agreed to contribute in the future, and the date on
                       which each became a Partner.

          B. Notice of Conversion Factor.  The Partnership shall notify each
Limited Partner upon request of the then current Conversion Factor and any
changes that have been made thereto.

          C. Notice of Extraordinary Transaction of the General Partner Entity.
The General Partner Entity shall not make any extraordinary distributions of
cash or property to its shareholders or effect a merger (including, without
limitation, a triangular merger), a sale of all or substantially all of its
assets or any other similar extraordinary transaction without notifying the
Limited Partners of its intention to make such distribution or effect such
merger, sale or other extraordinary transaction at least twenty (20) Business
Days prior to the record date to determine shareholders eligible to receive such
distribution or to vote upon the approval of such merger, sale or other
extraordinary transaction (or, if no such record date is applicable, at least
twenty (20) business days before consummation of such merger, sale or other
extraordinary transaction).  This provision for such notice shall not be deemed
(i) to permit any transaction that otherwise is prohibited by this Agreement or
requires a Consent of the Partners or (ii) to require a Consent of the Limited
Partners to a transaction that does not otherwise require Consent under this
Agreement.  Each Limited Partner agrees, as a condition to the receipt of the
notice pursuant hereto, to keep confidential the information set forth therein
until such time as the General Partner Entity has made public disclosure thereof
and to use such information during such period of confidentiality solely for
purposes of determining whether to exercise the Redemption Right; provided,
however, that a Limited Partner may disclose such information to its attorney,
accountant and/or financial advisor for purposes of obtaining advice with
respect to such exercise so long as such attorney, accountant and/or financial
advisor agrees to receive and hold such information subject to this
confidentiality requirement.

          D. Confidentiality.  Notwithstanding any other provision of this
Section 8.5, the General Partners may keep confidential from the Limited
Partners, for such period of time as the General Partners determine in their
sole and absolute discretion to be reasonable, any information that (i) the
General Partners reasonably believe to be in the nature of trade secrets or
other information the disclosure of which the General Partners in good faith
believe is not in the best interests of the Partnership or could damage the
Partnership or its business or (ii) the Partnership is required by law or by
agreements with unaffiliated third parties to keep confidential.

SECTION 8.6 REDEMPTION RIGHT

          A. General.  (i) Subject to Section 8.6.C,  at any time on or after
the first anniversary date of the issuance of a Partnership Unit to a Limited
Partner pursuant to Article IV hereof (which one-year period shall commence upon
the issuance of such Partnership Unit regardless of whether such Partnership
Unit is designated upon issuance as a Class A Unit, a Class B Unit or otherwise
and shall include the period of time from the date such Partnership Unit is
issued to such Limited Partner as other than a Class A Unit




                                    - 42 -

<PAGE>   48


until the date such Partnership Unit is converted automatically to a Class A
Unit pursuant to Section 4.2.C hereof), or on or after such date prior to the
expiration of such one-year period as the Managing General Partner, in its sole
and absolute discretion, designates with respect to any or all Class A Units
then outstanding, the holder of a Partnership Unit (if other than the Managing
General Partner or the General Partner Entity or any Subsidiary of either the
Managing General Partner or the General Partner Entity) shall have the right
(the "Redemption Right") to require the Partnership to redeem such Partnership
Unit, with such redemption to occur on the Specified Redemption Date and at a
redemption price equal to and in the form of the Cash Amount to be paid by the
Partnership; provided, however, that solely with respect to Partnership Units
issued to the Opportunity Partnerships in the Consolidation and ultimately
distributed by the Opportunity Partnerships to their respective limited
partners, the Redemption Right only shall be exercisable commencing on or after
the second anniversary date of the issuance of such Partnership Units.  Any
such Redemption Right shall be exercised pursuant to a Notice of Redemption
delivered to the Partnership (with a copy to the Managing General Partner) by
the Limited Partner who is exercising the Redemption Right (the "Redeeming
Partner").  A Limited Partner may exercise the Redemption Right from time to
time, without limitation as to frequency, with respect to part or all of the
Units that is owns, as selected by the Limited Partner, provided that a Limited
Partner may not exercise the Redemption Right for less than one thousand
(1,000) Partnership Units unless such Redeeming Partner then holds less than
one thousand (1,000) Partnership Units, in which event the Redeeming Partner
must exercise the Redemption Right for all of the Partnership Units held by
such Redeeming Partner.

               (ii) The Redeeming Partner shall have no right with respect to
any Partnership Units so redeemed to receive any distributions paid after the
Specified Redemption Date with respect to such Partnership Units.

               (iii) The Assignee of any Limited Partner may exercise the rights
of such Limited Partner pursuant to this Section 8.6, and such Limited Partner
shall be deemed to have assigned such rights to such Assignee and shall be bound
by the exercise of such rights by such Limited Partner's Assignee.  In
connection with any exercise of such rights by such Assignee on behalf of such
Limited Partner, the Cash Amount shall be paid by the Partnership directly to
such Assignee and not to such Limited Partner.

               (iv) If the Managing General Partner provides notice to the
Limited Partners, pursuant to Section 8.5.C hereof, the Redemption Right shall
be exercisable, without regard to whether the Partnership Units have been
outstanding for any specified period, during the period commencing on the date
on which the Managing General Partner provides such notice and ending on the
record date to determine shareholders eligible to receive such distribution or
to vote upon the approval of such merger, sale or other extraordinary
transaction (or, if no such record date is applicable, at least twenty (20)
business days before the consummation of such merger, sale or other
extraordinary transaction).  If this subparagraph (iv) applies, the Specified
Redemption Date is the date on which the Partnership and the Managing General
Partner receive notice of exercise of the Redemption Right, rather than ten (10)
Business Days after receipt of the notice of redemption.



                                    - 43 -

<PAGE>   49
 
          B. Managing General Partner Assumption of Right.  (i) If a Limited
Partner has delivered a Notice of Redemption, the Managing General Partner may,
in its sole and absolute discretion (subject to the limitations on ownership and
transfer of Shares set forth in the Declaration of Trust), elect to assume
directly and satisfy a Redemption Right by paying to the Redeeming Partner
either the Cash Amount or the Shares Amount, as the Managing General Partner
determines in its sole and absolute discretion (provided that payment of the
Redemption Amount in the form of Shares shall be in Shares registered for resale
under Section 12 of the Exchange Act and listed for trading on the exchange or
national market on which the Shares are Publicly Traded, and provided further
that, if the Shares are not Publicly Traded at the time a Redeeming Partner
exercises its Redemption Right, the Redemption Amount shall be paid only in the
form of the Cash Amount unless the Redeeming Partner, in its sole and absolute
discretion, consents to payment of the Redemption Amount in the form of the
Shares Amount), on the Specified Redemption Date, whereupon the Managing General
Partner shall acquire the Partnership Units offered for redemption by the
Redeeming Partner and shall be treated for all purposes of this Agreement as the
owner of such Partnership Units.  Unless the Managing General Partner, in its
sole and absolute discretion, shall exercise its right to assume directly and
satisfy the Redemption Right, the Managing General Partner shall not have any
obligation to the Redeeming Partner or to the Partnership with respect to the
Redeeming Partner's exercise of the Redemption Right.  If the Managing General
Partner shall exercise its right to satisfy the Redemption Right in the manner
described in the first sentence of this Section 8.6B and shall fully perform its
obligations in connection therewith, the Partnership shall have no right or
obligation to pay any amount to the Redeeming Partner with respect to such
Redeeming Partner's exercise of the Redemption Right, and each of the Redeeming
Partner, the Partnership and the Managing General Partner shall, for federal
income tax purposes, treat the transaction between the General Partner and the
Redeeming Partner as a sale of the Redeeming Partner's Partnership Units to the
Managing General Partner. Nothing contained in this Section 8.6.B shall imply
any right of the Managing General Partner to require any Limited Partner to
exercise the Redemption Right afforded to such Limited Partner pursuant to
Section 8.6.A.

               (ii)  If the Managing General Partner determines to pay the
Redeeming Partner the Redemption Amount in the form of Shares, the total number
of Shares to be paid to the Redeeming Partner in exchange for the Redeeming
Partner's Partnership Units shall be the applicable Shares Amount.  If this
amount is not a whole number of Shares, the Redeeming Partner shall be paid (i)
that number of Shares which equals the nearest whole number less than such
amount plus (ii) an amount of cash which the Managing General Partner
determines, in its reasonable discretion, to represent the fair value of the
remaining fractional Share which would otherwise be payable to the Redeeming
Partner.

               (iii)  Each Redeeming Partner agrees to execute such documents as
the Managing General Partner may reasonably require in connection with the
issuance of Shares upon exercise of the Redemption Right.

          C. Exceptions to Exercise of Redemption Right.  Notwithstanding the
provisions of Sections 8.6.A and 8.6.B, a Partner shall not be entitled to
exercise the Redemption Right pursuant to Section 8.6.A if (but only as long as)
the delivery of Shares 



                                     - 44 -

<PAGE>   50



to such Partner on the Specified Redemption Date (i) would be prohibited under
the Declaration of Trust or (ii) would be prohibited under applicable federal or
state securities laws or regulations (in each case regardless of whether the
Managing General Partner would in fact assume and satisfy the Redemption Right).

          D. No Liens on Partnership Units Delivered for Redemption.  Each
Limited Partner covenants and agrees with the Managing General Partner that all
Partnership Units delivered for redemption shall be delivered to the Partnership
or the Managing General Partner, as the case may be, free and clear of all
liens, and, notwithstanding anything contained herein to the contrary, neither
the Managing General Partner nor the Partnership shall be under any obligation
to acquire Partnership Units which are or may be subject to any liens.  Each
Limited Partner further agrees that, if any state or local property transfer tax
is payable as a result of the transfer of its Partnership Units to the
Partnership or the Managing General Partner, such Limited Partner shall assume
and pay such transfer tax.

          E. Additional Partnership Interests.  If the Partnership issues
Partnership Interests to any Additional Limited Partner pursuant to Article IV,
the Managing General Partner shall make such revisions to this Section 8.6 as it
determines are necessary to reflect the issuance of such Partnership Interests
(including setting forth any restrictions on the exercise of the Redemption
Right with respect to such Partnership Interests).

                                   ARTICLE IX
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

SECTION 9.1 RECORDS AND ACCOUNTING

          The Managing General Partner shall keep or cause to be kept at the
principal office of the Partnership appropriate books and records with respect
to the Partnership's business, including, without limitation, all books and
records necessary to provide to the Limited Partners any information, lists and
copies of documents required to be provided pursuant to Section 9.3.  Any
records maintained by or on behalf of the Partnership in the regular course of
its business may be kept on, or be in the form of, punch cards, magnetic tape,
photographs, micrographics or any other information storage device, provided
that the records so maintained are convertible into clearly legible written form
within a reasonable period of time.  The books of the Partnership shall be
maintained, for financial and tax reporting purposes, on an accrual basis in
accordance with generally accepted accounting principles.

SECTION 9.2 FISCAL YEAR

          The fiscal year of the Partnership shall be the calendar year.



                                     - 45 -

<PAGE>   51



SECTION 9.3  REPORTS


          A. Annual Reports.  As soon as practicable, but in no event later than
the date on which the General Partner Entity mails its annual report to its
shareholders, the General Partner Entity shall cause to be mailed to each
Limited Partner an annual report, as of the close of the most recently ended
Partnership Year, containing financial statements of the Partnership, or of the
General Partner Entity if such statements are prepared solely on a consolidated
basis with the Partnership, for such Partnership Year, presented in accordance
with generally accepted accounting principles, such statements to be audited by
a nationally recognized firm of independent public accountants selected by the
General Partner Entity.

          B. Quarterly Reports.  If and to the extent that the General Partner
Entity mails quarterly reports to its shareholders, as soon as practicable, but
in no event later than the date on such reports are mailed, the General Partner
Entity shall cause to be mailed to each Limited Partner a report containing
unaudited financial statements, as of the last day of such calendar quarter, of
the Partnership, or of the General Partner Entity if such statements are
prepared solely on a consolidated basis with the Partnership, and such other
information as may be required by applicable law or regulation, or as the
Managing General Partner determines to be appropriate.

                                   ARTICLE X
                                  TAX MATTERS

SECTION 10.1 PREPARATION OF TAX RETURNS

          The General Partners shall arrange for the preparation and timely
filing of all returns of Partnership income, gains, deductions, losses and other
items required of the Partnership for federal and state income tax purposes and
shall use all reasonable efforts to furnish, within ninety (90) days of the
close of each taxable year, the tax information reasonably required by Limited
Partners for federal and state income tax reporting purposes.

SECTION 10.2 TAX ELECTIONS

          Except as otherwise provided herein, the General Partners shall, in
their sole and absolute discretion, determine whether to make any available
election pursuant to the Code; provided, however, that the General Partners
shall make the election under Section 754 of the Code in accordance with
applicable regulations thereunder.  The General Partners shall have the right to
seek to revoke any such election (including, without limitation, the election
under Section 754 of the Code) upon the General Partners' determination in their
sole and absolute discretion that such revocation is in the best interests of
the Partners.



                                     - 46 -





<PAGE>   52




SECTION 10.3 TAX MATTERS PARTNER

          A. General.  The Managing General Partner shall be the "tax matters
partner" of the Partnership for federal income tax purposes.  Pursuant to
Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the
beginning of an administrative proceeding with respect to the Partnership, the
tax matters partner shall furnish the IRS with the name, address, tax payer
identification number and profit interest of each of the Limited Partners and
any Assignees; provided, however, that such information is provided to the
Partnership by the Limited Partners.

          B.   Powers.  The tax matters partner is authorized, but not required:

               (1)     to enter into any settlement with the IRS with respect to
                       any administrative or judicial proceedings for the
                       adjustment of Partnership items required to be taken into
                       account by a Partner for income tax purposes (such
                       administrative proceedings being referred to as a "tax
                       audit" and such judicial proceedings being referred to as
                       "judicial review"), and in the settlement agreement the
                       tax matters partner may expressly state that such
                       agreement shall bind all Partners, except that such
                       settlement agreement shall not bind any Partner (i) who
                       (within the time prescribed pursuant to the Code and
                       Regulations) files a statement with the IRS providing
                       that the tax matters partner shall not have the authority
                       to enter into a settlement agreement on behalf of such
                       Partner or (ii) who is a "notice partner" (as defined in
                       Section 6231(a)(8) of the Code) or a member of a "notice
                       group" (as defined in Section 6223(b)(2) of the Code);

               (2)     if a notice of a final administrative adjustment at the
                       Partnership level of any item required to be taken into
                       account by a Partner for tax purposes (a "final
                       adjustment") is mailed to the tax matters partner, to
                       seek judicial review of such final adjustment, including
                       the filing of a petition for readjustment with the Tax
                       Court or the filing of a complaint for refund with the
                       United States Claims Court or the District Court of the
                       United States for the district in which the Partnership's
                       principal place of business is located;

               (3)     to intervene in any action brought by any other Partner
                       for judicial review of a final adjustment;

               (4)     to file a request for an administrative adjustment with
                       the IRS at any time and, if any part of such request is
                       not allowed by the IRS, to file an appropriate pleading
                       (petition or complaint) for judicial review with respect
                       to such request;

                                     - 47 -





<PAGE>   53



               (5)     to enter into an agreement with the IRS to extend the
                       period for assessing any tax which is attributable to any
                       item required to be taken into account by a Partner for
                       tax purposes, or an item affected by such item; and




               (6)     to take any other action on behalf of the Partners of the
                       Partnership in connection with any tax audit or judicial
                       review proceeding to the extent permitted by applicable
                       law or regulations.

          The taking of any action and the incurring of any expense by the tax
matters partner in connection with any such proceeding, except to the extent
required by law, is a matter in the sole and absolute discretion of the tax
matters partner and the provisions relating to indemnification of the Managing
General Partner set forth in Section 7.7 shall be fully applicable to the tax
matters partner in its capacity as such.

          C. Reimbursement.  The tax matters partner shall receive no
compensation for its services.  All third party costs and expenses incurred by
the tax matters partner in performing its duties as such (including legal and
accounting fees and expenses) shall be borne by the Partnership.  Nothing herein
shall be construed to restrict the Partnership from engaging an accounting firm
and/or law firm to assist the tax matters partner in discharging its duties
hereunder, so long as the compensation paid by the Partnership for such services
is reasonable.

SECTION 10.4 ORGANIZATIONAL EXPENSES

          The Partnership shall elect to deduct expenses, if any, incurred by it
in organizing the Partnership ratably over a sixty (60) month period as provided
in Section 709 of the Code.

SECTION 10.5 WITHHOLDING

          Each Limited Partner hereby authorizes the Partnership to withhold
from or pay on behalf of or with respect to such Limited Partner any amount of
federal, state, local, or foreign taxes that the Managing General Partner
determines that the Partnership is required to withhold or pay with respect to
any amount distributable or allocable to such Limited Partner pursuant to this
Agreement, including, without limitation, any taxes required to be withheld or
paid by the Partnership pursuant to Section 1441, 1442, 1445, or 1446 of the
Code.  Any amount paid on behalf of or with respect to a Limited Partner shall
constitute a loan by the Partnership to such Limited Partner, which loan shall
be repaid by such Limited Partner within fifteen (15) days after notice from the
Managing General Partner that such payment must be made unless (i) the
Partnership withholds such payment from a distribution which would otherwise be
made to the Limited Partner or (ii) the Managing General Partner determines, in
its sole and absolute discretion, that such payment may be satisfied out of the
available funds of the Partnership which would, but for such payment, be
distributed to the Limited Partner.  Any amounts withheld pursuant to the
foregoing clauses (i) or (ii) shall be treated as having been distributed to
such 



                                     - 48 -

<PAGE>   54


Limited Partner.  Each Limited Partner hereby unconditionally and irrevocably
grants to the Partnership a security interest in such Limited Partner's
Partnership Interest to secure such Limited Partner's obligation to pay to the
Partnership any amounts required to be paid pursuant to this Section 10.5.  If a
Limited Partner fails to pay any amounts owed to the Partnership pursuant to
this Section 10.5 when due, the Managing General Partner may, in its sole and
absolute discretion, elect to make the payment to the Partnership on behalf of
such defaulting Limited Partner, and in such event shall be deemed to have
loaned such amount to such defaulting Limited Partner and shall succeed to all
rights and remedies of the Partnership as against such defaulting Limited
Partner (including, without limitation, the right to receive distributions).
Any amounts payable by a Limited Partner hereunder shall bear interest at the
base rate on corporate loans at large United States money center commercial
banks, as published from time to time in the Wall Street Journal, plus four (4)
percentage points (but not higher than the maximum lawful rate under the laws of
the State of Illinois) from the date such amount is due (i.e., fifteen (15) days
after demand) until such amount is paid in full.  Each Limited Partner shall
take such actions as the Partnership or the Managing General Partner shall
request to perfect or enforce the security interest created hereunder.

                                   ARTICLE XI

                           TRANSFERS AND WITHDRAWALS

SECTION 11.1 TRANSFER

          A. Definition.  The term "transfer," when used in this Article XI with
respect to a Partnership Interest or a Partnership Unit, shall be deemed to
refer to a transaction by which a General Partner purports to assign all or any
part of its General Partnership Interest to another Person or by which a Limited
Partner purports to assign all or any part of its Limited Partnership Interest
to another Person, and includes a sale, assignment, gift, pledge, encumbrance,
hypothecation, mortgage, exchange or any other disposition by law or otherwise.
The term "transfer" when used in this Article XI does not include any redemption
or repurchase of Partnership Units by the Partnership from a Partner or
acquisition of Partnership Units from a Limited Partner by the Managing General
Partner pursuant to Section 8.6 or otherwise.  No part of the interest of a
Limited Partner shall be subject to the claims of any creditor, any spouse for
alimony or support, or to legal process, and may not be voluntarily or
involuntarily alienated or encumbered except as may be specifically provided for
in this Agreement.

          B. General.  No Partnership Interest shall be transferred, in whole or
in part, except in accordance with the terms and conditions set forth in this
Article XI.  Any transfer or purported transfer of a Partnership Interest not
made in accordance with this Article XI shall be null and void.

SECTION 11.2 TRANSFERS OF PARTNERSHIP INTERESTS OF GENERAL PARTNERS

          A. Except for transfers of Partnership Units to the Partnership as
provided in Section 7.5 or Section 8.6, the Managing General Partner may not
transfer any of its Partnership Interest (including both its General Partnership
Interest and its Limited 



                                     - 49 -

<PAGE>   55




Partnership Interest) except in connection with a transaction described in
Section 11.2.B or as otherwise expressly permitted under this Agreement, nor
shall the Managing General Partner withdraw as a General Partner except in
connection with a transaction described in Section 11.2.B.  A General Partner,
other than the Managing General Partner, may not transfer any of its Partnership
Interests or withdraw as a General Partner except (i) in connection with a
transaction described in Section 11.2.B, (ii) as set forth in Section 11.2.C,
(iii) as set forth in Section 7.9.E. or (iv) with the consent of the Managing
General Partner, in its sole and absolute discretion.

          B. The Managing General Partner shall not engage in any merger
(including a triangular merger), consolidation or other combination with or into
another person, sale of all or substantially all of its assets or any
reclassification, recapitalization or change of outstanding Shares (other than a
change in par value, or from par value to no par value, or as a result of a
subdivision or combination as described in the definition of "Conversion
Factor") ("Termination Transaction"), unless the Termination Transaction has
been approved by the Consent of the Partners holding at least a majority of the
then outstanding Partnership Units (including any Partnership Units held by the
General Partners) and in connection with which all Limited Partners either will
receive, or will have the right to elect to receive, for each Partnership Unit
an amount of cash, securities, or other property equal to the product of the
Conversion Factor multiplied by the greatest amount of cash, securities or other
property paid to a holder of Shares corresponding to such Partnership Unit in
consideration of one such Share at any time during the period from and after the
date on which the Termination Transaction is consummated; provided that, if, in
connection with the Termination Transaction, a purchase, tender or exchange
offer shall have been made to and accepted by the holders of more than fifty
percent (50%) of the outstanding Shares, each holder of Partnership Units shall
receive, or shall have the right to elect to receive without any right of
Consent set forth above in this subsection B, the greatest amount of cash,
securities, or other property which such holder would have received had it
exercised the Redemption Right and received Shares in exchange for its
Partnership Units immediately prior to the expiration of such purchase, tender
or exchange offer and had thereupon accepted such purchase, tender or exchange
offer.

          C. In accordance with its Plan of Dissolution and Liquidation entered
into on ____________, 1997 (the "Plan of Liquidation"), each of the General
Partners, other than the Managing General Partner, shall dissolve and liquidate
on the second anniversary date of the consummation of the Consolidation.  On
such date, (i) each liquidating General Partner shall be deemed to have
withdrawn as a general partner from the Partnership and (ii) the General
Partnership Interest of such General Partner shall be converted into a Limited
Partnership Interest and distributed to such General Partner's partners in
accordance with the Plan of Liquidation.

SECTION 11.3 LIMITED PARTNERS' RIGHTS TO TRANSFER

          A. General.  Subject to the provisions of Sections 11.3.C, 11.3.D,
11.3.E, 11.4 and 11.6, a Limited Partner (other than a General Partner) may
transfer with or without the consent of the General Partners, all or any portion
of its Partnership Interest, or any of such Limited Partner's rights as a
Limited Partner, provided that prior written 



                                     - 50 -

<PAGE>   56



notice of such proposed transfer is delivered to the Managing General Partner.
Notwithstanding the foregoing, any Limited Partner may, at any time, without the
consent of the General Partners, (i) transfer all or any portion of its
Partnership Interest to any General Partner, (ii) transfer all or any portion of
its Partnership Interest to an Affiliate, another original Limited Partner or to
an Immediate Family member, subject to the provisions of Section 11.6, (iii)
transfer all or any portion of its Partnership Interest to a trust for the
benefit of a charitable beneficiary or to a charitable foundation, subject to
the provisions of Section 11.6, and (iv) subject to the provisions of Section
11.6, pledge (a "Pledge") all or any portion of its Partnership  Interest to a
lending institution, which is not an Affiliate of such Limited Partner, as
collateral or security for a bona fide loan or other extension of credit, and
transfer such pledged Partnership Interest to such lending institution in
connection with the exercise of remedies under such loan or extension or credit.
Each Limited Partner or Assignee (resulting from a transfer made pursuant to
clauses (i) - (iv) of the proviso of the preceding sentence) shall have the
right to transfer all or any portion of its Partnership Interest, subject to the
provisions of Section 11.6 and the satisfaction of each of the following
conditions (in addition to the right of each such Limited Partner or Assignee to
continue to make any such transfer permitted by clauses (i) - (iv) of such
proviso without satisfying either of the following conditions):
        
          (a)  GENERAL PARTNER RIGHT OF FIRST REFUSAL.  The transferring Partner
               shall give written notice of the proposed transfer to the General
               Partner, which notice shall state (i) the identity of the
               proposed transferee, and (ii) the amount and type of
               consideration proposed to be received for the transferred
               Partnership Units. The General Partner shall have ten (10) days
               upon which to give the transferring Partner notice of its
               election to acquire the Partnership Units on the proposed terms.
               If it so elects, it shall purchase the Partnership Units on such
               terms within ten (10) days after giving notice of such election.
               If it does not so elect, the transferring Partner may transfer
               such Partnership Units to a third party, on economic terms no
               more favorable to the transferee than the proposed terms, subject
               to the other condition of this Section 11.3.

          (b)  QUALIFIED TRANSFEREE.  Any transfer of a Partnership Interest
               shall be made only to Qualified Transferees.

          It is a condition to any transfer otherwise permitted hereunder
(excluding Pledges of a Partnership Interest, but including any transfer of the
pledged Partnership Interest, whether to the secured party or otherwise,
pursuant to the secured party's exercise of its remedies under such Pledge or
the related loan or extension of credit) that the transferee assumes by
operation of law or express agreement all of the obligations of the transferor
Limited Partner under this Agreement with respect to such transferred
Partnership Interest and no such transfer (other than pursuant to a statutory
merger or consolidation wherein all obligations and liabilities of the
transferor Partner are assumed



                                     - 51 -

<PAGE>   57



by a successor corporation by operation of law) shall relieve the transferor
Partner of its obligations under this Agreement without the approval of the
General Partner, in its reasonable discretion.  Notwithstanding the foregoing,
any transferee of any transferred Partnership Interest shall be subject to any
and all ownership limitations contained in the Declaration of Trust.  Any
transferee, whether or not admitted as a Substituted Limited Partner, shall take
subject to the obligations of the transferor hereunder.  Unless admitted as a
Substitute Limited Partner, no transferee, whether by a voluntary transfer, by
operation of law or otherwise, shall have rights hereunder, other than the
rights of an Assignee as provided in Section 11.5.

          B. Incapacitated Limited Partners.  If a Limited Partner is subject to
Incapacity, the executor, administrator, trustee, committee, guardian,
conservator or receiver of such Limited Partner's estate shall have all the
rights of a Limited Partner, but not more rights than those enjoyed by other
Limited Partners for the purpose of settling or managing the estate and such
power as the Incapacitated Limited Partner possessed to transfer all or any part
of its interest in the Partnership.  The Incapacity of a Limited Partner, in and
of itself, shall not dissolve or terminate the Partnership.

          C. No Transfers Violating Securities Laws.  The Managing General
Partner may prohibit any transfer of Partnership Units by a Limited Partner
unless it receives a written opinion of legal counsel (which opinion and counsel
shall be reasonably satisfactory to the Partnership) to such Limited Partner
that such transfer would not require filing of a registration statement under
the Securities Act or would not otherwise violate any federal, or state
securities laws or regulations applicable to the Partnership or the Partnership
Unit or, at the option of the Partnership, an opinion of legal counsel to the
Partnership to the same effect.

          D. No Transfers Affecting Tax Status of Partnership.  No transfer of
Partnership Units by a Limited Partner (including a redemption or exchange
pursuant to Section 8.6) may be made to any Person if (i) in the opinion of
legal counsel for the Partnership, it would result in the Partnership being
treated as an association taxable as a corporation for federal income tax
purposes or would result in a termination of the Partnership for federal income
tax purposes (except as a result of the redemption or exchange for Shares of all
Partnership Units held by all Limited Partners other than the General Partners
or the General Partner Entity or any Subsidiary of either the Managing General
Partner or the General Partner Entity or pursuant to a transaction expressly
permitted under Section 7.11.B or Section 11.2), (ii) in the opinion of legal
counsel for the Partnership, it would adversely affect the ability of the
General Partner Entity to continue to qualify as a REIT or would subject the
General Partner Entity to any additional taxes under Section 857 or Section 4981
of the Code or (iii) such transfer is effectuated through an "established
securities market" or a "secondary market (or the substantial equivalent
thereof)" within the meaning of Section 7704 of the Code.

          E. No Transfers to Holders of Nonrecourse Liabilities.  No Pledge or
transfer of any Partnership Units may be made to a lender to the Partnership or
any Person who is related (within the meaning of Section 1.752-4(b) of the
Regulations) to any lender to the Partnership whose loan constitutes a
Nonrecourse Liability unless (i) the Managing General Partner is provided notice
thereof and (ii) the lender enters into an 




                                     - 52 -

<PAGE>   58



arrangement with the Partnership and the Managing General Partner to exchange or
redeem for the Redemption Amount any Partnership Units in which a security
interest is held simultaneously with the time at which such lender would be
deemed to be a partner in the Partnership for purposes of allocating liabilities
to such lender under Section 752 of the Code.
        
SECTION 11.4 SUBSTITUTED LIMITED PARTNERS

          A. Consent of General Partners.  No Limited Partner shall have the
right to substitute a transferee as a Limited Partner in its place.  The
Managing General Partner shall, however, have the right to consent to the
admission of a transferee of the interest of a Limited Partner pursuant to this
Section 11.4 as a Substituted Limited Partner, which consent may be, given or
withheld by the Managing General Partner in its sole and absolute discretion.
The Managing General Partner's failure or refusal to permit a transferee of any
such interests to become a Substituted Limited Partner shall not give rise to
any cause of action against the Partnership or any Partner.  The Managing
General Partner hereby grants its consent to the admission as a Substituted
Limited Partner to any bona fide financial institution that loans money or
otherwise extends credit to a holder of Units and thereafter becomes the owner
of such Units pursuant to the exercise by such financial institution of its
rights under a Pledge of such Units granted in connection with such loan or
extension of credit.

          B. Rights of Substituted Limited Partner.  A transferee who has been
admitted as a Substituted Limited Partner in accordance with this Article XI
shall have all the rights and powers and be subject to all the restrictions and
liabilities of a Limited Partner under this Agreement.  The admission of any
transferee as a Substituted Limited Partner shall be conditioned upon the
transferee executing and delivering to the Partnership an acceptance of all the
terms and conditions of this Agreement (including, without limitation, the
provisions of Section 15.11) and such other documents or instruments as may be
required to effect the admission.

          C. Amendment of Exhibit A.  Upon the admission of a Substituted
Limited Partner, the Managing General Partner shall amend Exhibit A to reflect
the name, address, Capital Account, number of Partnership Units, and Percentage
Interest of such Substituted Limited Partner and to eliminate or adjust, if
necessary, the name, address, Capital Account and Percentage Interest and
interest of the predecessor of such Substituted Limited Partner.

SECTION 11.5 ASSIGNEES

          If the Managing General Partner, in its sole and absolute discretion,
does not consent to the admission of any permitted transferee under Section 11.3
as a Substituted Limited Partner, as described in Section 11.4, such transferee
shall be considered an Assignee for purposes of this Agreement.  An Assignee
shall be entitled to all the rights of an assignee of a limited partnership
interest under the Act, including the right to receive distributions from the
Partnership and the share of Net Income, Net Losses, gain, loss and Recapture
Income attributable to the Partnership Units assigned to such transferee, and 



                                     - 53 -

<PAGE>   59



shall have the rights granted to the Limited Partners under Section 8.6, but
shall not be deemed to be a holder of Partnership Units for any other purpose
under this Agreement, and shall not be entitled to vote such Partnership Units
in any matter   presented to the Limited Partners for a vote (such Partnership
Units being deemed to have been voted on such matter in the same proportion as
all other Partnership Units held by Limited Partners are voted).  If any such
transferee desires to make a further assignment of any such Partnership Units,
such transferee shall be subject to all the provisions of this Article XI to the
same extent and in the same manner as any Limited Partner desiring to make an
assignment of Partnership Units.

SECTION 11.6 GENERAL PROVISIONS

          A. Withdrawal of Limited Partner.  No Limited Partner may withdraw
from the Partnership other than as a result of a permitted transfer of all of
such Limited Partner's Partnership Units in accordance with this Article XI or
pursuant to redemption of all of its Partnership Units under Section 8.6.

          B. Termination of Status as Limited Partner.  Any Limited Partner who
shall transfer all of its Partnership Units in a transfer permitted pursuant to
this Article XI or pursuant to redemption of all of its Partnership Units under
Section 8.6 shall cease to be a Limited Partner.

          C. Timing of Transfers.  Transfers pursuant to this Article XI may
only be made upon three business days prior notice, unless the Managing General
Partner otherwise agrees.

          D. Allocations.  If any Partnership Interest is transferred during any
quarterly segment of the Partnership's fiscal year in compliance with the
provisions of this Article XI or redeemed or transferred pursuant to Section
8.6, Net Income, Net Losses, each item thereof and all other items attributable
to such interest for such fiscal year shall be divided and allocated between the
transferor Partner and the transferee Partner by taking into account their
varying interests during the fiscal year in accordance with Section 706(d) of
the Code, using the interim closing of the books method (unless the Managing
General Partner, in its sole and absolute discretion, elects to adopt a daily,
weekly, or a monthly proration period, in which event Net Income, Net Losses,
each item thereof and all other items attributable to such interest for such
fiscal year shall be prorated based upon the applicable method selected by the
Managing General Partner).  Solely for purposes of making such allocations, each
of such items for the calendar month in which the transfer or redemption occurs
shall be allocated to the Person who is a Partner as of midnight on the last day
of said month.  All distributions of Available Cash attributable to any
Partnership Unit with respect to which the Partnership Record Date is before the
date of such transfer, assignment or redemption shall be made to the transferor
Partner or the Redeeming Partner, as the case may be, and, in the case of a
transfer or assignment other than a redemption, all distributions of Available
Cash thereafter attributable to such Partnership Unit shall be made to the
transferee Partner.




                                    - 54 -

<PAGE>   60



          E. Additional Restrictions.  In addition to any other restrictions on
transfer herein contained, including without limitation the provisions of this
Article XI, in no event may any transfer or assignment of a Partnership Interest
by any Partner (including pursuant to Section 8.6) be made without the express
consent of the Managing General Partner, in its sole and absolute discretion,
(i) to any person or entity who lacks the legal right, power or capacity to own
a Partnership Interest; (ii) in violation of applicable law; (iii) of any
component portion of a Partnership Interest, such as the Capital Account, or
rights to   distributions, separate and apart from all other components of a
Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership
such transfer would cause a termination of the Partnership for federal or state
income tax purposes (except as a result of the redemption or exchange for Shares
of all Partnership Units held by all Limited Partners or pursuant to a
transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in
the opinion of counsel to the Partnership, such transfer would cause the
Partnership to cease to be classified as a partnership for federal income tax
purposes (except as a result of the redemption or exchange for Shares of all
Partnership Units held by all Limited Partners or pursuant to a transaction
expressly permitted under Section 7.11.B or Section 11.2); (vi) if such transfer
would cause the Partnership Interests of "benefit plan investors" to become
"significant," as those terms are used in Section 7.9.E., or would cause the
Partnership to become, with respect to any employee benefit plan subject to
Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA)
or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if
such transfer would, in the opinion of counsel to the Partnership, cause any
portion of the assets of the Partnership to constitute assets of any employee
benefit plan pursuant to Department of Labor Regulations Section 2510.1-101;
(viii) if such transfer requires the  registration of such Partnership Interest
pursuant to any applicable federal or state securities laws; (ix) if such
transfer is effectuated through an "established securities market" or a
"secondary market" (or the substantial equivalent thereof) within the meaning of
Section 7704 of the Code or such transfer causes the Partnership to become a
"publicly traded partnership," as such term is defined in Section 469(k)(2) or
Section 7704(b) of the Code (provided that this clause (ix) shall not be the
basis for limiting or restricting in any manner the exercise of the Redemption
Right under Section 8.6 unless, and only to the extent that, outside tax counsel
provides to the Managing General Partner an opinion to the effect that, in the
absence of such limitation or restriction, there is a significant risk that the
Partnership will be treated as a "publicly traded partnership" and, by reason
thereof, taxable as a corporation); (x) if such transfer subjects the
Partnership to regulation under the Investment Company Act of 1940, the
Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer
could adversely affect the ability of the General Partner Entity to remain
qualified as a REIT; or (xii) if in the opinion of legal counsel for the
transferring Partner (which opinion and counsel shall be reasonably satisfactory
to the Partnership) or legal counsel for the Partnership, such transfer would
adversely affect the ability of the General Partner Entity to continue to
qualify as a REIT or subject the General Partner Entity to any additional taxes
under Section 857 or Section 4981 of the Code.

          F. Avoidance of "Publicly Traded Partnership" Status.  The Managing
General Partner shall monitor the transfers of interests in the Partnership to
determine (i) if such interests are being traded on an "established securities
market" or a "secondary 





                                     - 55 -

<PAGE>   61



market (or the substantial equivalent thereof)" within the meaning of Section
7704 of the Code and (ii) whether additional transfers of interests would result
in the Partnership being unable to qualify for at least one of the "safe
harbors" set forth in Regulations Section 1.7704-1 (or such other guidance
subsequently published by the IRS setting forth safe harbors under which
interests will not be treated as "readily tradable on a secondary market (or the
substantial equivalent thereof)" within the meaning of Section 7704 of the Code)
(the "Safe Harbors").  The Managing General Partner shall take all steps
reasonably necessary or appropriate to prevent any trading of interests or any
recognition by the Partnership of transfers made on such markets and, except as
otherwise provided herein, to insure that at least one of the Safe Harbors is
met; provided, however, that the foregoing shall not authorize the Managing
General Partner to limit or restrict in any manner the right of any holder of a
Partnership Unit to exercise the Redemption Right in accordance with the terms
of Section 8.6 unless, and only to the extent that, outside tax counsel provides
to the Managing General Partner an opinion to the effect that, in the absence of
such limitation or restriction, there is a significant risk that the Partnership
will be treated as a "publicly traded partnership" and, by reason thereof,
taxable as a corporation.

                                  ARTICLE XII

                             ADMISSION OF PARTNERS

SECTION 12.1 ADMISSION OF A SUCCESSOR GENERAL PARTNER

          A successor to all of a General Partner's General Partnership Interest
pursuant to Section 11.2 who is proposed to be admitted as a successor General
Partner shall be admitted to the Partnership as a General Partner, effective
upon such transfer.  Any such transferee shall carry on the business of the
Partnership without dissolution.  In each case, the admission shall be subject
to such successor General Partner executing and delivering to the Partnership an
acceptance of all of the terms and conditions of this Agreement and such other
documents or instruments as may be required to effect the admission.

SECTION 12.2 ADMISSION OF ADDITIONAL LIMITED PARTNERS

          A. General.  No Person shall be admitted as an Additional Limited
Partner without the consent of the Managing General Partner, which consent shall
be given or withheld in the Managing General Partner's sole and absolute
discretion.  A Person who makes a Capital Contribution to the Partnership in
accordance with this Agreement, including without limitation, under Section
4.1.C, or who exercises an option to receive Partnership Units shall be admitted
to the Partnership as an Additional Limited Partner only with the consent of the
Managing General Partner and only upon furnishing to the Managing General
Partner (i) evidence of acceptance in form satisfactory to the Managing General
Partner of all of the terms and conditions of this Agreement, including, without
limitation, the power of attorney granted in Section 15.11 and (ii) such other
documents or instruments as may be required in the discretion of the Managing
General Partner to effect such Person's admission as an Additional Limited
Partner.  The admission of any Person as an Additional Limited Partner shall
become effective on the 


                                    - 56 -

<PAGE>   62



date upon which the name of such Person is recorded on the books and
records of the Partnership, following the consent of the Managing General
Partner to such admission.
        
          B. Allocations to Additional Limited Partners.  If any Additional
Limited Partner is admitted to the Partnership on any day other than the first
day of a Partnership Year, then Net Income, Net Losses, each item thereof and
all other items allocable among Partners and Assignees for such Partnership Year
shall be allocated among such Additional Limited Partner and all other Partners
and Assignees by taking into account their varying interests during the
Partnership Year in accordance with Section 706(d) of the Code, using the
interim closing of the books method (unless the Managing General Partner, in its
sole and absolute discretion, elects to adopt a daily, weekly or monthly
proration method, in which event Net Income, Net Losses, and each item thereof
would be prorated based upon the applicable period selected by the Managing
General Partner).  Solely for purposes of making such allocations, each of such
items for the calendar month in which an admission of any Additional Limited
Partner occurs shall be allocated among all the Partners and Assignees including
such Additional Limited Partner.  All distributions of Available Cash with
respect to which the Partnership Record Date is before the date of such
admission shall be made solely to Partners and Assignees other than the
Additional Limited Partner, and all distributions of Available Cash thereafter
shall be made to all the Partners and Assignees including such Additional
Limited Partner.

SECTION 12.3 AMENDMENT OF AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

          For the admission to the Partnership of any Partner, the Managing
General Partner shall take all steps necessary and appropriate under the Act to
amend the records of the Partnership and, if necessary, to prepare as soon as
practical an amendment of this Agreement (including an amendment of Exhibit A)
and, if required by law, shall prepare and file an amendment to the Certificate
and may for this purpose exercise the power of attorney granted pursuant to
Section 15.11 hereof.

                                  ARTICLE XIII

                          DISSOLUTION AND LIQUIDATION

SECTION 13.1 DISSOLUTION

          The Partnership shall not be dissolved by the admission of Substituted
Limited Partners or Additional Limited Partners or by the admission of a
successor General Partner in accordance with the terms of this Agreement.  Upon
the withdrawal of a General Partner, the remaining General Partners and any
successor General Partner shall continue the business of the Partnership.  The
Partnership shall dissolve, and its affairs shall be wound up, upon the first to
occur of any of the following ("Liquidating Events") :

               (i) the expiration of its term as provided in Section 2.4 hereof;

               (ii) an event of withdrawal of a General Partner, as defined in
the Act (other than an event of bankruptcy), unless (1) there is at least one
other General 



                                     - 57 -

<PAGE>   63


Partner, in which case the remaining General Partners shall continue the
business of the Partnership, or (2) within ninety (90) days after the withdrawal
a "majority in interest" (as defined below) of the remaining Partners Consent in
writing to continue the business of the Partnership and to the appointment,
effective as of the date of withdrawal, of a substitute General Partner;
        
               (iii) through December 31, 2046, an election to dissolve the
Partnership made by the Managing General Partner with the consent of Limited
Partners who hold ninety percent (90%) of the outstanding Units held by Limited
Partners (including Units held by the General Partners);

               (iv) an election to dissolve the Partnership made by the Managing
General Partner, in its sole and absolute discretion after December 31, 2046;

               (v) entry of a decree of judicial dissolution of the Partnership
pursuant to the provisions of the Act;

               (vi) the sale of all or substantially all of the assets and
properties of the Partnership for cash or for marketable securities; or

               (vii) a final and non-appealable judgment is entered by a court
of competent jurisdiction ruling that the remaining General Partner(s) is
bankrupt or insolvent, or a final and non-appealable order for relief is entered
by a court with appropriate jurisdiction against the remaining General
Partner(s), in each case under any federal or state bankruptcy or insolvency
laws as now or hereafter in effect, unless prior to or at the time of the entry
of such order or judgment a "majority in interest" (as defined below) of the
remaining Partners Consent in writing to continue the business of the
Partnership and to the appointment, effective as of a date prior to the date of
such order or judgment, of a substitute General Partner.
        
          As used herein, a "majority in interest" shall refer to Partners
(excluding the General Partners) who hold more than fifty percent (50%) of the
outstanding Percentage Interests not held by the General Partners.

SECTION 13.2 WINDING UP

          A. General.  Upon the occurrence of a Liquidating Event, the
Partnership shall continue solely for the purposes of winding up its affairs in
an orderly manner, liquidating its assets, and satisfying the claims of its
creditors and Partners.  No Partner shall take any action that is inconsistent
with, or not necessary to or appropriate for, the winding up of the
Partnership's business and affairs.  The General Partners (or, if there is no
remaining General Partner, any Person elected by a majority in interest of the
Limited Partners (the "Liquidator")) shall be responsible for overseeing the
winding up and dissolution of the Partnership and shall take full account of the
Partnership's liabilities and property and the Partnership property shall be
liquidated as promptly as is consistent with obtaining the fair value thereof,
and the proceeds therefrom (which may, to the extent determined by the General
Partners, include equity or other securities of the General Partners or any
other entity) shall be applied and distributed in the following order:





                                    - 58 -

<PAGE>   64




                  (1)  First, to the payment and discharge of all of the
                       Partnership's debts and liabilities to creditors other
                       than the Partners;

                  (2)  Second, to the payment and discharge of all of the
                       Partnership's debts and liabilities to the General
                       Partners;

                  (3)  Third, to the payment and discharge of all of the
                       Partnership's debts and liabilities to the Limited
                       Partners; and

                  (4)  The balance, if any, to the Partners in accordance with
                       their Capital Accounts, after giving effect to all
                       contributions, distributions, and allocations for all
                       periods.

          The General Partners shall not receive any additional compensation for
any services performed pursuant to this Article XIII.

          B. Deferred Liquidation.  Notwithstanding the provisions of Section
13.2.A which require liquidation of the assets of the Partnership, but subject
to the order of priorities set forth therein, if prior to or upon dissolution of
the Partnership the Liquidator determines that an immediate sale of part or all
of the Partnership's assets would be impractical or would cause undue loss to
the Partners, the Liquidator may, in its sole and absolute discretion, defer for
a reasonable time the liquidation of any assets except those necessary to
satisfy liabilities of the Partnership (including to those Partners as
creditors) or distribute to the Partners, in lieu of cash, as tenants in common
and in accordance with the provisions of Section 13.2.A, undivided interests in
such Partnership assets as the Liquidator deems not suitable for liquidation.
Any such distributions in kind shall be made only if, in the good faith judgment
of the Liquidator, such distributions in kind are in the best interest of the
Partners, and shall be subject to such conditions relating to the disposition
and management of such properties as the Liquidator deems reasonable and
equitable and to any agreements governing the operation of such properties at
such time. The Liquidator shall determine the fair market value of any property
distributed in kind using such reasonable method of valuation as it may adopt.
        
SECTION 13.3 COMPLIANCE WITH TIMING REQUIREMENTS OF REGULATIONS

          Subject to Section 13.4, if the Partnership is "liquidated" within the
meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made
under this Article XIII to the General Partners and Limited Partners who have
positive Capital Accounts in compliance with Regulations Section
1.704-1(b)(2)(ii)(b)(2).  If any Partner has a deficit balance in its Capital
Account (after giving effect to all contributions, distributions and allocations
for all taxable years, including the year during which such liquidation occurs),
such Partner shall have no obligation to make any contribution to the capital of
the Partnership with respect to such deficit, and such deficit shall not be
considered a debt owed to the Partnership or to any other Person for any purpose
whatsoever.  In the discretion of the Managing General Partner, a pro rata
portion of the distributions that would otherwise be made to the General
Partners and Limited Partners pursuant to this Article XIII may be:  (A)
distributed to a trust established for the benefit of the General 



                                    - 59 -

<PAGE>   65



Partners and Limited Partners for the purposes of liquidating Partnership
assets, collecting amounts owed to the Partnership and paying any contingent or
unforeseen liabilities or obligations of the Partnership or of the General
Partners arising out of or in connection with the Partnership (in which case the
assets of any such trust shall be distributed to the General Partners and
Limited Partners from time to time, in the reasonable discretion of the Managing
General Partner, in the same proportions as the amount distributed to such trust
by the Partnership would otherwise have been distributed to the General Partners
and Limited Partners pursuant to this Agreement); or (B) withheld to provide a
reasonable reserve for Partnership liabilities (contingent or otherwise) and to
reflect the unrealized portion of any installment obligations owed to the
Partnership, provided that such withheld amounts shall be distributed to the
General Partners and Limited Partners as soon as practicable.
        
SECTION 13.4 DEEMED DISTRIBUTION AND RECONTRIBUTION

          Notwithstanding any other provision of this Article XIII, if the
Partnership is deemed liquidated within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's
property shall not be liquidated, the Partnership's liabilities shall not be
paid or discharged and the Partnership's affairs shall not be wound up. Instead,
for federal income tax purposes and for purposes of maintaining Capital Accounts
pursuant to Exhibit B, the Partnership shall be deemed to have distributed its
assets in kind to the General Partners and Limited Partners, who shall be deemed
to have assumed and taken such assets subject to all Partnership liabilities,
all in accordance with their respective Capital Accounts.  Immediately
thereafter, the General Partners and Limited Partners shall be deemed to have
recontributed the Partnership assets in kind to the Partnership, which shall be
deemed to have assumed and taken such assets subject to all such liabilities.

SECTION 13.5 RIGHTS OF LIMITED PARTNERS

          Except as otherwise provided in this Agreement, each Limited Partner
shall look solely to the assets of the Partnership for the return of its Capital
Contributions and shall have no right or power to demand or receive property
other than cash from the Partnership.  Except as otherwise expressly provided in
this Agreement, no Limited Partner shall have priority over any other Limited
Partner as to the return of its Capital Contributions, distributions, or
allocations.


SECTION 13.6 NOTICE OF DISSOLUTION

          If a Liquidating Event occurs or an event occurs that would, but for
provisions of an election or objection by one or more Partners pursuant to
Section 13.1, result in a dissolution of the Partnership, the Managing General
Partner shall, within thirty (30) days thereafter, provide written notice
thereof to each of the Partners and to all other parties with whom the
Partnership regularly conducts business (as determined in the discretion of the
Managing General Partner).



                                    - 60 -

<PAGE>   66



SECTION 13.7 CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP

          Upon the completion of the liquidation of the Partnership cash and
property as provided in Section 13.2, the Partnership shall be terminated and
the Certificate and all qualifications of the Partnership as a foreign limited
partnership in jurisdictions other than the State of Delaware shall be canceled
and such other actions as may be necessary to terminate the Partnership shall be
taken.

SECTION 13.8 REASONABLE TIME FOR WINDING UP

          A reasonable time shall be allowed for the orderly winding up of the
business and affairs of the Partnership and the liquidation of its assets
pursuant to Section 13.2, to minimize any losses otherwise attendant upon such
winding-up, and the provisions of this Agreement shall remain in effect among
the Partners during the period of liquidation.

SECTION 13.9 WAIVER OF PARTITION

          Each Partner hereby waives any right to partition of the Partnership
property.

SECTION 13.10 LIABILITY OF LIQUIDATOR


          The Liquidator shall be indemnified and held harmless by the
Partnership in the same manner and to the same degree as an Indemnitee may be
indemnified pursuant to Section 7.7.

                                  ARTICLE XIV

                  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

SECTION 14.1 AMENDMENTS

          A. General.  Amendments to this Agreement may be proposed by a General
Partner or by any Limited Partners holding twenty-five percent (25%) or more of
the Partnership Interests.  Following such proposal (except an amendment
pursuant to Section 14.1.B), the Managing General Partner shall submit any
proposed amendment to the Limited Partners.  The Managing General Partner shall
seek the written vote of the Partners on the proposed amendment or shall call a
meeting to vote thereon and to transact any other business that it may deem
appropriate.  For purposes of obtaining a written vote, the Managing General
Partner may require a response within a reasonable specified time, but not less
than fifteen (15) days, and failure to respond in such time period shall
constitute a vote which is consistent with the Managing General Partner's
recommendation with respect to the proposal.  Except as provided in Section
14.1.B, 14.1.C or 14.1.D, a proposed amendment shall be adopted and be effective
as an amendment hereto if it is approved by the General Partners and it receives
the Consent of Partners holding a majority of the Percentage Interests of the
Limited Partners (including Limited Partnership Interests held by the General
Partners).



                                    - 61 -

<PAGE>   67


        
          B.  Amendments Not Requiring Limited Partner Approval.
Notwithstanding Section 14.1.A or 14.1.C, the Managing General Partner shall
have the power, without the consent of the Limited Partners, to amend this
Agreement as may be required to facilitate or implement any of the following
purposes:

               (1)  to add to the obligations of the General Partners or
                    surrender any right or power granted to the General Partners
                    or any Affiliate of a General Partner for the benefit of the
                    Limited Partners;

               (2)  to reflect the admission, substitution, termination, or
                    withdrawal of Partners in accordance with this Agreement
                    (which may be effected through the replacement of Exhibit A
                    with an amended Exhibit A);

               (3)  to set forth the designations, rights, powers, duties, and
                    preferences of the holders of any additional Partnership
                    Interests issued pursuant to Article IV;

               (4)  to reflect a change that does not adversely affect the
                    Limited Partners in any material respect, or to cure any
                    ambiguity, correct or supplement any provision in this
                    Agreement not inconsistent with law or with other provisions
                    of this Agreement, or make other changes with respect to
                    matters arising under this Agreement that will not be
                    inconsistent with law or with the provisions of this
                    Agreement; and

               (5)  to satisfy any requirements, conditions, or guidelines
                    contained in any order, directive, opinion, ruling or
                    regulation of a federal, state or local agency or contained
                    in federal, state or local law.

          The Managing General Partner shall notify the Limited Partners when
any action under this Section 14.1.B is taken in the next regular communication
to the Limited Partners.

          C. Amendments Requiring Limited Partner Approval (Excluding General
Partners).  Notwithstanding Section 14.1.A, without the Consent of the Outside
Limited Partners, the General Partners shall not amend Section 4.2.A, Section
5.1.E, Section 7.1.A (second sentence only), Section 7.5, Section 7.6, Section
7.8, Section 7.11.B, Section 11.2, Section 13.1 (other than Section 13.1(iii)
which can be amended only with a Consent of 90% of the Partnership Units
(including Partnership Units held by the General Partners), the last sentence of
Section 11.4 (provided that no such amendment shall in any event adversely
affect the rights of any lender who made a loan or who extended credit and
received in connection therewith a Pledge of Units prior to the date such
amendment is adopted unless, and only to the extent such lender consents
thereto, this Section 14.1.C or Section 14.2.



                                    - 62 -

<PAGE>   68



          D. Other Amendments Requiring Certain Limited Partner Approval.
Notwithstanding anything in this Section 14.1 to the contrary, this Agreement
shall not be amended with respect to any Partner adversely affected without the
Consent of such Partner adversely affected if such amendment would (i) convert a
Limited Partner's interest in the Partnership into a general partner's interest,
(ii) modify the limited liability of a Limited Partner, (iii) amend Section
7.11.A, (iv) amend Article V or Article VI (except as permitted pursuant to
Sections 4.2, 5.1.E, 5.4, 6.2 and 14.1(B)(3)), (v) amend Section 8.6 or any
defined terms set forth in Article I that relate to the Redemption Right (except
as permitted in Section 8.6.E), or (vi) amend this Section 14.1.D.  This Section
14.1.D does not require unanimous consent of all Partners adversely affected
unless the amendment is to be effective against all Partners adversely affected.
        
SECTION 14.2 MEETINGS OF THE PARTNERS

          A. General.  Meetings of the Partners may be called by the Managing
General Partner and shall be called upon the receipt by the Managing General
Partner of a written request by Limited Partners holding twenty-five percent
(25%) or more of the Partnership Interests.  The call shall state the nature of
the business to be transacted.  Notice of any such meeting shall be given to all
Partners not less than seven (7) days nor more than thirty (30) days prior to
the date of such meeting.  Partners may vote in person or by proxy at such
meeting.  Whenever the vote or Consent of Partners is permitted or required
under this Agreement, such vote or Consent may be given at a meeting of Partners
or may be given in accordance with the procedure prescribed in Section 14.1.A.
Except as otherwise expressly provided in this Agreement, the Consent of holders
of a majority of the Percentage Interests held by Limited Partners (including
Limited Partnership Interests held by the General Partners) shall control.

          B. Actions Without a Meeting.  Any action required or permitted to be
taken at a meeting of the Partners may be taken without a meeting if a written
consent setting forth the action so taken is signed by a majority of the
Percentage Interests of the Partners (or such other percentage as is expressly
required by this Agreement).  Such consent may be in one instrument or in
several instruments, and shall have the same force and effect as a vote of a
majority of the Percentage Interests of the Partners (or such other percentage
as is expressly required by this Agreement).  Such consent shall be filed with
the Managing General Partner.  An action so taken shall be deemed to have been
taken at a meeting held on the effective date so certified.

          C. Proxy.  Each Limited Partner may authorize any Person or Persons to
act for him by proxy on all matters in which a Limited Partner is entitled to
participate, including waiving notice of any meeting, or voting or participating
at a meeting.  Every proxy must be signed by the Limited Partner or its
attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11)
months from the date thereof unless otherwise provided in the proxy.  Every
proxy shall be revocable at the pleasure of the Limited Partner executing it,
such revocation to be effective upon the Partnership's receipt of written notice
thereof.



                                    - 63 -

<PAGE>   69



          D. Conduct of Meeting.  Each meeting of Partners shall be conducted by
the Managing General Partner or such other Person as the Managing General
Partner may appoint pursuant to such rules for the conduct of the meeting as the
Managing General Partner or such other Person deem appropriate.

                                   ARTICLE XV

                               GENERAL PROVISIONS

SECTION 15.1 ADDRESSES AND NOTICE

          Any notice, demand, request or report required or permitted to be
given or made to a Partner or Assignee under this Agreement shall be in writing
and shall be deemed given or made when delivered in person or when sent by first
class United States mail or by other means of written communication to the
Partner or Assignee at the address set forth in Exhibit A or such other address
as the Partners shall notify the Managing General Partner in writing.
        
SECTION 15.2 TITLES AND CAPTIONS

          All article or section titles or captions in this Agreement are for
convenience only.  They shall not be deemed part of this Agreement and in no way
define, limit, extend or describe the scope or intent of any provisions hereof.
Except as specifically provided otherwise, references to "Articles" "Sections"
and "Exhibits" are to Articles, Sections and Exhibits of this Agreement.

SECTION 15.3 PRONOUNS AND PLURALS

          Whenever the context may require, any pronoun used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns, pronouns and verbs shall include the plural and vice
versa.

SECTION 15.4 FURTHER ACTION

          The parties shall execute and deliver all documents, provide all
information and take or refrain from taking action as may be necessary or
appropriate to achieve the purposes of this Agreement.

SECTION 15.5 BINDING EFFECT

          This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal
representatives and permitted assigns.




                                    - 64 -

<PAGE>   70


SECTION 15.6 CREDITORS

          Other than as expressly set forth herein with regard to any
Indemnitee, none of the provisions of this Agreement shall be for the benefit
of, or shall be enforceable by, any creditor of the Partnership.

SECTION 15.7 WAIVER

          No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof shall constitute waiver of any
such breach or any other covenant, duty, agreement or condition.

SECTION 15.8 COUNTERPARTS

          This Agreement may be executed in counterparts, all of which together
shall constitute one agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or the
same counterpart.  Each party shall become bound by this Agreement immediately
upon affixing its signature hereto.

SECTION 15.9 APPLICABLE LAW

          This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Delaware, without regard to the principles
of conflicts of law.

SECTION 15.10 INVALIDITY OF PROVISIONS

          If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.

SECTION 15.11 POWER OF ATTORNEY

          A.   General.  Each Limited Partner and each Assignee who accepts
Partnership Units (or any rights, benefits or privileges associated therewith)
is deemed to irrevocably constitute and appoint the Managing General Partner,
any Liquidator and authorized officers and attorneys-in-fact of each, and each
of those acting singly, in each case with full power of substitution, as its
true and lawful agent and attorney-in-fact, with full power and authority in its
name, place and stead to:

               (1)  execute, swear to, acknowledge, deliver, file and record in
                    the appropriate public offices (a) all certificates,
                    documents and other instruments (including, without
                    limitation, this Agreement and the Certificate and all
                    amendments or restatements thereof) that the Managing
                    General Partner or 


                                    - 65 -

<PAGE>   71


                    any Liquidator deems appropriate or necessary to form,
                    qualify or continue the existence or qualification of the
                    Partnership as a limited partnership (or a partnership in
                    which the limited partners have limited liability) in the
                    State of Delaware and in all other jurisdictions in which
                    the Partnership may conduct business or own property, (b)
                    all instruments that the Managing General Partner or any
                    Liquidator deem appropriate or necessary to reflect any
                    amendment, change, modification or restatement of this
                    Agreement in accordance with its terms, (c) all conveyances
                    and other instruments or documents that the Managing General
                    Partner or any Liquidator deems appropriate or necessary to
                    reflect the dissolution and liquidation of the Partnership
                    pursuant to the terms of this Agreement, including, without
                    limitation, a certificate of cancellation, (d) all
                    instruments relating to the admission, withdrawal, removal
                    or substitution of any Partner pursuant to, or other events
                    described in, Article XI, XII or XIII hereof or the Capital
                    Contribution of any Partner and (e) all certificates,
                    documents and other instruments relating to the
                    determination of the rights, preferences and privileges of
                    Partnership Interests; and

               (2)  execute, swear to, acknowledge and file all ballots,
                    consents, approvals, waivers, certificates and other
                    instruments appropriate or necessary, in the sole and
                    absolute discretion of the Managing General Partner or any
                    Liquidator, to make, evidence, give, confirm or ratify any
                    vote, consent, approval, agreement or other action which is
                    made or given by the Partners hereunder or is consistent
                    with the terms of this Agreement or appropriate or
                    necessary, in the sole discretion of the Managing General
                    Partner or any Liquidator, to effectuate the terms or intent
                    of this Agreement.

          Nothing contained in this Section 15.11 shall be construed as
authorizing the Managing General Partner or any Liquidator to amend this
Agreement except in accordance with Article XIV hereof or as may be otherwise
expressly provided for in this Agreement.

          B. Irrevocable Nature.  The foregoing power of attorney is hereby
declared to be irrevocable and a power coupled with an interest, in recognition
of the fact that each of the Partners will be relying upon the power of the
Managing General Partner or any Liquidator to act as contemplated by this
Agreement in any filing or other action by it on behalf of the Partnership, and
it shall survive and not be affected by the subsequent Incapacity of any Limited
Partner or Assignee and the transfer of all or any portion of such Limited
Partner's or Assignee's Partnership Units and shall extend to such Limited
Partner's or Assignee's heirs, successors, assigns and personal representatives.
Each such Limited Partner or Assignee hereby agrees to be bound by any
representation made by the Managing General Partner or any Liquidator, acting in
good faith pursuant to such power of attorney; and each such Limited Partner or
Assignee hereby waives any and all defenses which may be available to contest,
negate or disaffirm the action of the Managing General Partner or any
Liquidator, taken in good faith under such power 




                                    - 66 -

<PAGE>   72


of attorney.  Each Limited Partner or Assignee shall execute and deliver to the
Managing General Partner or the Liquidator, within fifteen (15) days after
receipt of the Managing General Partner's or Liquidator's request therefor, such
further designation, powers of attorney and other instruments as the Managing
General Partner or the Liquidator, as the case may be, deems necessary to
effectuate this Agreement and the purposes of the Partnership.
        
SECTION 15.12 ENTIRE AGREEMENT

          This Agreement contains the entire understanding and agreement among
the Partners with respect to the subject matter hereof and supersedes any prior
written oral understandings or agreements among them with respect thereto.

SECTION 15.13 NO RIGHTS AS SHAREHOLDERS

          Nothing contained in this Agreement shall be construed as conferring
upon the holders of the Partnership Units any rights whatsoever as partners or
shareholders of any of the General Partners, including, without limitation, any
right to receive dividends or other distributions made to shareholders of the
Managing General Partner or partners of the other General Partners or to vote or
to consent or receive notice as (i) shareholders in respect to any meeting of
shareholders for the election of trustees of the Managing General Partner or
partners of the other General Partners or any other matter or (ii) partners in
respect to any meeting of partners of the other General Partners or any other
matter.

SECTION 15.14 LIMITATION TO PRESERVE REIT STATUS

          To the extent that any amount paid or credited to the General Partners
or any of their officers, directors, trustees, employees or agents pursuant to
Section 7.4 or Section 7.7 would constitute gross income to the Managing General
Partner for purposes of Section 856(c)(2) or 856(c)(3) of the Code (a "Managing
General Partner Payment") then, notwithstanding any other provision of this
Agreement, the amount of such Managing General Partner Payment for any fiscal
year shall not exceed the lesser of:

               (i) an amount equal to the excess, if any, of (a) 4.20% of the
Managing General Partner's total gross income (but not including the amount of
any Managing General Partner Payments) for the fiscal year which is described in
subsections (A) though (H) of Section 856(c)(2) of the Code over (b) the amount
of gross income (within the meaning of Section 856(c)(2) of the Code) derived by
the Managing General Partner from sources other than those described in
subsections (A) through (H) of Section 856(c)(2) of the Code (but not including
the amount of any Managing General Partner Payments); or

               (ii) an amount equal to the excess, if any of (a) 25% of the
Managing General Partner's total gross income (but not including the amount of
any Managing General Partner Payments) for the fiscal year which is described in
subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount
of gross income (within 


                                    - 67 -

<PAGE>   73



the meaning of Section 856(c)(3) of the Code) derived by the Managing General
Partner from sources other than those described in subsections (A) through (I)
of Section 856(c)(3) of the Code (but not including the amount of any Managing
General Partner Payments);
        
          provided, however, that Managing General Partner Payments in excess of
the amounts set forth in subparagraphs (i) and (ii) above may be made if the
Managing General Partner, as a condition precedent, obtains an opinion of tax
counsel that the receipt of such excess amounts would not adversely affect the
Managing General Partner's ability to qualify as a REIT.  To the extent Managing
General Partner Payments may not be made in a year due to the foregoing
limitations, such Managing General Partner Payments shall carry over and be
treated as arising in the following year, provided, however, that such amounts
shall not carry over for more than five years, and if not paid within such five
year period, shall expire; provided further, that (i) as Managing General
Partner Payments are made, such payments shall be applied first to carry over
amounts outstanding, if any, and (ii) with respect to carry over amounts for
more than one Partnership Year, such payments shall be applied to the earliest
Partnership Year first.



                                    - 68 -





<PAGE>   74




          IN WITNESS WHEREOF, the parties hereto have executed this Agreement 
as of the date first written above.

                                        GENERAL PARTNERS:


                                        EQUITY OFFICE PROPERTIES TRUST


                                        By:_________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                        ZELL/MERRILL LYNCH REAL ESTATE
                                        OPPORTUNITY PARTNERS LIMITED
                                        PARTNERSHIP

                                        By:  Equity Office Properties Trust,
                                             its managing general partner

                                             By:____________________________
                                             Name:__________________________
                                             Title:_________________________



                                        ZELL/MERRILL LYNCH REAL ESTATE
                                        OPPORTUNITY PARTNERS LIMITED
                                        PARTNERSHIP II

                                        By:  Equity Office Properties Trust,
                                             its managing general partner

                                             By:____________________________
                                             Name:__________________________
                                             Title:_________________________





                                    - 69 -





<PAGE>   75





                                        LIMITED PARTNERS:

                                        By: Equity Office Properties Trust,
                                            as Attorney-in-Fact for the Limited
                                            Partners

                                            By:________________________________
                                            Name:______________________________
                                            Title:_____________________________




                                        For purposes of Section 8.6 hereof:
                                        EQUITY OFFICE PROPERTIES TRUST

                                        By:____________________________________
                                        Name:__________________________________
                                        Title:_________________________________
_


                                    - 70 -





<PAGE>   76




                                   EXHIBIT A

                       PARTNERS AND PARTNERSHIP INTERESTS

<TABLE>
<CAPTION>
                                  Class A                         Agreed Initial
Name and Address of Partner     Partnership  Class B Partnership  Capital Account       Percentage Interest
- ---------------------------     -----------  -------------------  ---------------       -------------------
<S>                             <C>          <C>                  <C>                   <C>
GENERAL PARTNERS:
Equity Office Properties Trust
Two North Riverside Plaza
Suite 2200
Chicago, Illinois  60606

Zell/Merrill Lynch Real
Estate Opportunity Partners
Limited Partnership
c/o Equity Office Holdings
Trust
Two North Riverside Plaza
Suite 2200
Chicago, Illinois  60606

Zell/Merrill Lynch Real
Estate Opportunity Partners
Limited Partnership II
c/o Equity Office Holdings
Trust
Two North Riverside Plaza
Suite 2200
Chicago, Illinois  60606

LIMITED PARTNERS:
                                                                                              100.00%
                                ===========  ===================  ===============       ===================
TOTAL                                                                                         

</TABLE>
<PAGE>   77




                                   EXHIBIT B

                          CAPITAL ACCOUNT MAINTENANCE

1.   Capital Accounts of the Partners

     A.   The Partnership shall maintain for each Partner a separate Capital
Account in accordance with the rules of Regulations Section l.704-l(b)(2)(iv).
Such Capital Account shall be increased by (i) the amount of all Capital
Contributions and any other deemed contributions made by such Partner to the
Partnership pursuant to this Agreement and (ii) all items of Partnership income
and gain (including income and gain exempt from tax) computed in accordance
with Section 1.B hereof and allocated to such Partner pursuant to Section 6.1
of the Agreement and Exhibit C thereof, and decreased by (x) the amount of cash
or Agreed Value of all actual and deemed distributions of cash or property made
to such Partner pursuant to this Agreement and (y) all items of Partnership
deduction and loss computed in accordance with Section 1.B hereof and allocated
to such Partner pursuant to Section 6.1 of the Agreement and Exhibit C thereof.

     B.   For purposes of computing the amount of any item of income, gain,
deduction or loss to be reflected in the Partners' Capital Accounts, unless
otherwise specified in this Agreement, the determination, recognition and
classification of any such item shall be the same as its determination,
recognition and classification for federal income tax purposes determined in
accordance with Section 703(a) of the Code (for this purpose all items of
income, gain, loss or deduction required to be stated separately pursuant to
Section 703(a) (1) of the Code shall be included in taxable income or loss),
with the following adjustments:

          (1)  Except as otherwise provided in Regulations Section
               1.704-1(b)(2)(iv)(m), the computation of all items of income,
               gain, loss and deduction shall be made without regard to any
               election under Section 754 of the Code which may be made by the
               Partnership, provided that the amounts of any adjustments to the
               adjusted bases of the assets of the Partnership made pursuant to
               Section 734 of the Code as a result of the distribution of
               property by the Partnership to a Partner (to the extent that such
               adjustments have not previously been reflected in the Partners'
               Capital Accounts) shall be reflected in the Capital Accounts of
               the Partners in the manner and subject to the limitations
               prescribed in Regulations Section l.704-1(b)(2)(iv) (m)(4).

          (2)  The computation of all items of income, gain, and deduction shall
               be made without regard to the fact that items described in
               Sections 705(a)(l)(B) or 705(a)(2)(B) of the Code are not
               includable in gross income or are neither currently deductible
               nor capitalized for federal income tax purposes.

          (3)  Any income, gain or loss attributable to the taxable disposition
               of any Partnership property shall be determined as if the
               adjusted basis of such property as of such date of disposition
               were equal in amount to 




<PAGE>   78



               the Partnership's Carrying Value with respect to such property as
               of such date.

          (4)  In lieu of the depreciation, amortization, and other cost
               recovery deductions taken into account in computing such taxable
               income or loss, there shall be taken into account Depreciation
               for such fiscal year.

          (5)  In the event the Carrying Value of any Partnership Asset is
               adjusted pursuant to Section 1.D hereof, the amount of any such
               adjustment shall be taken into account as gain or loss from the
               disposition of such asset.

          (6)  Any items specially allocated under Section 2 of Exhibit C hereof
               shall not be taken into account.

     C.   Generally, a transferee (including any Assignee) of a Partnership Unit
shall succeed to a pro rata portion of the Capital Account of the transferor;
provided, however, that, if the transfer causes a termination of the Partnership
under Section 708(b)(l)(B) of the Code, the Partnership's properties shall be
deemed, solely for federal income tax purposes, to have been distributed in
liquidation of the Partnership to the holders of the Partnership units
(including the transferee) and recontributed by such Persons in reconstitution
of the Partnership.  In such event, the Carrying Values of the Partnership
properties shall be adjusted immediately prior to such deemed distribution
pursuant to Section 1.D(2) hereof. The Capital Accounts of such reconstituted
Partnership shall be maintained in accordance with the principles of this
Exhibit B.

     D.   (1)  Consistent with the provisions of Regulations Section
               1.704-1(b)(2)(iv)(f), and as provided in Section 1.D(2), the
               Carrying Values of all Partnership assets shall be adjusted
               upward or downward to reflect any Unrealized Gain or Unrealized
               Loss attributable to such Partnership property, as of the times
               of the adjustments provided in Section 1.D(2) hereof, as if such
               Unrealized Gain or Unrealized Loss had been recognized on an
               actual sale of each such property and allocated pursuant to
               Section 6.1 of the Agreement.

          (2)  Such adjustments shall be made as of the following times: (a)
               immediately prior to the acquisition of an additional interest in
               the Partnership by any new or existing Partner in exchange for
               more than a de minimis Capital Contribution; (b) immediately
               prior to the distribution by the Partnership to a Partner of more
               than a de minimis amount of property as consideration for an
               interest in the Partnership; and (c) immediately prior to the
               liquidation of the Partnership within the meaning of Regulations
               Section 1.704-l(b)(2)(ii)(g), provided however that adjustments
               pursuant to clauses (a) and (b) above shall be made only if the
               General Partner determines that such adjustments are necessary or
               appropriate to reflect the relative economic interests of the
               Partners in the Partnership.



                                     B-2

<PAGE>   79




          (3)  In accordance with Regulations Section 1.704- l(b)(2)(iv)(e), the
               Carrying Value of Partnership assets distributed in kind shall be
               adjusted upward or downward to reflect any Unrealized Gain or
               Unrealized Loss attributable to such Partnership property, as of
               the time any such asset is distributed.

          (4)  In determining Unrealized Gain or Unrealized Loss for purposes of
               this Exhibit B, the aggregate cash amount and fair market value
               of all Partnership assets (including cash or cash equivalents)
               shall be determined by the General Partner using such reasonable
               method of valuation as it may adopt, or in the case of a
               liquidating distribution pursuant to Article XIII of the
               Agreement, shall be determined and allocated by the Liquidator
               using such reasonable methods of valuation as it may adopt.  The
               General Partner, or the Liquidator, as the case may be, shall
               allocate such aggregate fair market value among the assets of the
               Partnership in such manner as it determines in its sole and
               absolute discretion to arrive at a fair market value for
               individual properties.

     E.   The provisions of the Agreement (including this Exhibit B and the
other Exhibits to the Agreement) relating to the maintenance of Capital Accounts
are intended to comply with Regulations Section 1.704-1(b), and shall be
interpreted and applied in a manner consistent with such Regulations.  In the
event the General Partner shall determine that it is prudent to modify the
manner in which the Capital Accounts, or any debits or credits thereto
(including, without limitation, debits or credits relating to liabilities which
are secured by contributed or distributed property or which are assumed by the
Partnership, the General Partner, or the Limited Partners) are computed in order
to comply with such Regulations, the General Partner may make such modification
without regard to Article XIV of the Agreement, provided that it is not likely
to have a material effect on the amounts distributable to any Person pursuant to
Article XIII of the Agreement upon the dissolution of the Partnership.  The
General Partner also shall (i) make any adjustments that are necessary or
appropriate to maintain equality between the Capital Accounts of the Partners
and the amount of Partnership capital reflected on the Partnership's balance
sheet, as computed for book purposes, in accordance with Regulations Section
l.704-l(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event
unanticipated events might otherwise cause this Agreement not to comply with
Regulations Section l.704-1(b).

2.   No Interest

     No interest shall be paid by the Partnership on Capital Contributions or
on balances in Partners' Capital Accounts.

3.   No Withdrawal

     No Partner shall be entitled to withdraw any part of its Capital
Contribution or Capital Account or to receive any distribution from the
Partnership, except as provided in Articles IV, V, VII and XIII of the
Agreement.

                                      B-3





<PAGE>   80




                                   EXHIBIT C

                            SPECIAL ALLOCATION RULES

1.        Special Allocation Rules.

          Notwithstanding any other provision of the Agreement or this Exhibit
C, the following special allocations shall be made in the following order:

          A. Minimum Gain Chargeback.  Notwithstanding the provisions of Section
6.1 of the Agreement or any other provisions of this Exhibit C, if there is a
net decrease in Partnership Minimum Gain during any Partnership Year, each
Partner shall be specially allocated items of Partnership income and gain for
such year (and, if necessary, subsequent years) in an amount equal to such
Partner's share of the net decrease in Partnership Minimum Gain, as determined
under Regulations Section 1.704-2(g).  Allocations pursuant to the previous
sentence shall be made in proportion to the respective amounts required to be
allocated to each Partner pursuant thereto.  The items to be so allocated shall
be determined in accordance with Regulations Section 1.704-2(f)(6).  This
Section 1.A is intended to comply with the minimum gain chargeback requirements
in Regulations Section 1.704-2(f) and for purposes of this Section 1.A only,
each Partner's Adjusted Capital Account Deficit shall be determined prior to any
other allocations pursuant to Section 6.1 of this Agreement with respect to such
Partnership Year and without regard to any decrease in Partner Minimum Gain
during such Partnership Year.

          B. Partner Minimum Gain Chargeback.  Notwithstanding any other
provision of Section 6.1 of this Agreement or any other provisions of this
Exhibit C (except Section 1.A hereof), if there is a net decrease in Partner
Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership
Year, each Partner who has a share of the Partner Minimum Gain attributable to
such Partner Nonrecourse Debt, determined in accordance with Regulations Section
1.704-2(i) (5), shall be specially allocated items of Partnership income and
gain for such year (and, if necessary, subsequent years) in an amount equal to
such Partner's share of the net decrease in Partner Minimum Gain attributable to
such Partner Nonrecourse Debt, determined in accordance with Regulations Section
1.704-2(i) (5).  Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each General
Partner and Limited Partner pursuant thereto.  The items to be so allocated
shall be determined in accordance with Regulations Section 1.704-2(i) (4).  This
Section 1.B is intended to comply with the minimum gain chargeback requirement
in such Section of the Regulations and shall be interpreted consistently
therewith. Solely for purposes of this Section 1.B, each Partner's Adjusted
Capital Account Deficit shall be determined  prior to any other allocations
pursuant to Section 6.1 of the Agreement or this Exhibit with respect to such
Partnership Year, other than allocations pursuant to Section 1.A hereof.

          C. Qualified Income Offset.  In the event any Partner unexpectedly
receives any adjustments, allocations or distributions described in Regulations
Sections 1.704-l(b)(2)(ii)(d)(4), l.704-1(b)(2)(ii)(d)(5), or 1.704-
l(b)(2)(ii)(d)(6), and after giving effect to the allocations required under
Sections 1.A and 1.B hereof with respect to such Partnership Year, such Partner
has an Adjusted Capital Account Deficit, items of 








<PAGE>   81

Partnership income and gain (consisting of a pro rata portion of each item of
Partnership income, including gross income and gain for the Partnership Year)
shall be specifically allocated to such Partner in an amount and manner
sufficient to eliminate, to the extent required by the Regulations, its Adjusted
Capital Account Deficit created by such adjustments, allocations or
distributions as quickly as possible.  This Section 1.C is intended to
constitute a "qualified income offset" under Regulations Section
1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
        
          D. Gross Income Allocation.  In the event that any Partner has an
Adjusted Capital Account Deficit at the end of any Partnership Year (after
taking into account allocations to be made under the preceding paragraphs hereof
with respect to such Partnership Year), each such Partner shall be specially
allocated items of Partnership income and gain (consisting of a pro rata portion
of each item of Partnership income, including gross income and gain for the
Partnership Year) in an amount and manner sufficient to eliminate, to the extent
required by the Regulations, its Adjusted Capital Account Deficit.

          E. Nonrecourse Deductions.  Nonrecourse Deductions for any Partnership
Year shall be allocated to the Partners in accordance with their respective
Percentage Interests.  If the General Partner determines in its good faith
discretion that the Partnership's Nonrecourse Deductions must be allocated in a
different ratio to satisfy the safe harbor requirements of the Regulations
promulgated under Section 704(b) of the Code, the General Partner is authorized,
upon notice to the Limited Partners, to revise the prescribed ratio for such
Partnership Year to the numerically closest ratio which would satisfy such
requirements.

          F. Partner Nonrecourse Deductions.  Any Partner Nonrecourse Deductions
for any Partnership Year shall be specially allocated to the Partner who bears
the economic risk of loss with respect to the Partner Nonrecourse Debt to which
such Partner Nonrecourse Deductions are attributable in accordance with
Regulations Sections 1.704-2(b)(4) and 1.704-2(i).

          G. Code Section 754 Adjustments.  To the extent an adjustment to the
adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b)
of the Code is required, pursuant to Regulations Section 1.704-l(b)(2)(iv)(m),
to be taken into account in determining Capital Accounts, the amount of such
adjustment to the Capital Accounts shall be treated as an item of gain (if the
adjustment increases the basis of the asset) or loss (if the adjustment
decreases such basis), and such item of gain or loss shall be specially
allocated to the Partners in a manner consistent with the manner in which their
Capital Accounts are required to be adjusted pursuant to such Section of the
Regulations.

2.   Allocations for Tax Purposes

          A. Except as otherwise provided in this Section 2, for federal income
tax purposes, each item of income, gain, loss and deduction shall be allocated
among the Partners in the same manner as its correlative item of "book" income,
gain, loss or deduction is allocated pursuant to Section 6.1 of the Agreement
and Section 1 of this Exhibit C.



                                     C-2
<PAGE>   82

          B.  In an attempt to eliminate Book-Tax Disparities attributable to a
Contributed Property or Adjusted Property, items of income, gain, loss, and
deduction shall be allocated for federal income tax purposes among the Partners
as follows:

               (1)  (a) In the case of a Contributed Property, such items
                    attributable thereto shall be allocated among the Partners
                    consistent with the principles of Section 704(c) of the Code
                    to take into account the variation between the 704(c) Value
                    of such property and its adjusted basis at the time of
                    contribution (taking into account Section 2.C of this
                    Exhibit C); and


                    (b) any item of Residual Gain or Residual Loss attributable
                    to a Contributed Property shall be allocated among the
                    Partners in the same manner as its correlative item of
                    "book" gain or loss is allocated pursuant to Section 6.1 of
                    the Agreement and Section 1 of this Exhibit C.

               (2)  (a)  In the case of an Adjusted Property, such items shall

                         (i) first, be allocated among the Partners in a manner
                    consistent with the principles of Section 704(c) of the Code
                    to take into account the Unrealized Gain or Unrealized Loss
                    attributable to such property and the allocations thereof
                    pursuant to Exhibit B;

                         (ii) second, in the event such property was originally
                    a Contributed Property, be allocated among the Partners in a
                    manner consistent with Section 2.B(1) of this Exhibit C; and

                    (b)  any item of Residual Gain or Residual Loss attributable
                    to an Adjusted Property shall be allocated among the
                    Partners in the same manner its correlative item of "book"
                    gain or loss is allocated pursuant to Section 6.1 of the
                    Agreement  and Section 1 of this Exhibit C.

               (3)  all other items of income, gain, loss and deduction shall be
               allocated among the Partners the same manner as their correlative
               item of "book" gain or loss is allocated pursuant to Section 6.1
               of the Agreement and Section 1 of this Exhibit C.

          C.   To the extent Regulations promulgated pursuant to Section 704(c)
of the Code permit a Partnership to utilize alternative methods to eliminate the
disparities between the Carrying Value of property and its adjusted basis, the
General Partner shall, subject to the following, have the authority to elect the
method to be used by the Partnership and such election shall be binding on all
Partners.  With respect to the Contributed Property transferred to the
Partnership in connection with the Consolidation, the Partnership shall elect to
use the "traditional method" set forth in Treasury Regulation Section
1.704-3(b).

                                      C-3





<PAGE>   83




                                   EXHIBIT D

                              NOTICE OF REDEMPTION

The undersigned hereby irrevocably (i) redeems _________ Partnership Units      
in EOP Operating Limited Partnership in accordance with the terms of the
Agreement of Limited Partnership of EOP Operating Limited Partnership, as
amended, and the Redemption Right referred to therein, (ii) surrenders such
Partnership Units and all right, title and interest therein and (iii) directs
that the Cash Amount or Shares Amount (as determined by the General Partner)
deliverable upon exercise of the Redemption Right be delivered to the address
specified below, and if Shares are to be delivered, such Shares be registered
or placed in the name(s) and at the address(es) specified below.  The
undersigned hereby represents, warrants, and certifies that the undersigned (a)
has marketable and unencumbered title to such Partnership Units, free and clear
of the rights of or interests of any other person or entity, (b) has the full
right, power and authority to redeem and surrender such Partnership Units as
provided herein and (c) has obtained the consent or approval of all persons or
entities, if any, having the right to consult or approve such redemption and
surrender.

     Dated:_________________    Name of Limited Partner:_______________________



                                                _______________________________

                                                (Signature of Limited Partner)



                                                _______________________________

                                                (Street Address)



                                                _______________________________

                                                (City)      (State)  (Zip Code)



                                Signature Guaranteed by:

                                                _______________________________

     IF SHARES ARE TO BE ISSUED, ISSUE TO:

     Name:

     Please insert social security or identifying number:






<PAGE>   84




                                   EXHIBIT E

                         VALUE OF CONTRIBUTED PROPERTY



UNDERLYING PROPERTY             704(C) VALUE            AGREED VALUE
- -------------------             ------------            ------------








<PAGE>   1
                                                               EXHIBIT 10.2

                         REGISTRATION RIGHTS AGREEMENT


                         Dated as of_________ , 1997


                                  by and among

                         EQUITY OFFICE PROPERTIES TRUST

                                      and

                             the Persons Listed on
                           the Signature Page Hereto



================================================================================



<PAGE>   2






                               TABLE OF CONTENTS

1. Definitions...........................................  1
2. Demand Registration...................................  3
      (a) Request for Registration.......................  3
      (b) Effective Registration and Expenses............  4
      (c) Priority on Demand Registrations...............  4
      (d) Selection of Underwriters......................  5                    
3. Shelf Registration Under the Securities Act...........  5
      (a) Filing of Shelf Registration Statement.........  5
      (b) Expenses.......................................  6
      (c) Inclusion in Shelf Registration Statement......  6
4. Holdback Agreements...................................  6
5. Registration Procedures...............................  6
6. Repurchase by Company of Shares Subject to             
   Registration Notice................................... 10
7. Indemnification; Contribution......................... 11
      (a) Indemnification by the Company................. 11
      (b) Indemnification by Holders..................... 12
      (c) Conduct of Indemnification Proceedings......... 12
      (d) Contribution................................... 13
8. Rule 144 Sales........................................ 14
      (a) Compliance..................................... 14
      (b) Cooperation with Holders....................... 14
9. Miscellaneous......................................... 14
      (a) Amendments and Waivers......................... 14
      (b) Notices........................................ 14                  
      (c) Successors and Assigns......................... 15                  
      (d) Counterparts................................... 15
      (e) Headings....................................... 15
      (f) Governing Law.................................. 15
      (g) Specific Performance........................... 15
      (h) Entire Agreement............................... 16
      (i) Limitation of Liability of Shareholders and     
          Officers of the Company........................ 16
                                                          



<PAGE>   3




                         REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered
into as of _________, 1997, by and among EQUITY OFFICE PROPERTIES TRUST, a
Maryland real estate investment trust (the "Company"), and the persons listed on
the signature page hereto, including their successors, assigns and transferees
(herein referred to collectively as the "Holders" and individually as a
"Holder").

     WHEREAS, on the date hereof each Holder expects to become the owner of
Units (as defined below) in the Operating Partnership (as defined below) or
Common Shares (as defined below) in connection with certain transactions (the
"Formation Transactions") described in the IPO Registration Statement (as
defined below); and

     WHEREAS, as a condition to receiving the consent or agreement of the
Holders to the Formation Transactions, the Company has agreed to grant the
Holders the registration rights provided for in Sections 2, 3 and 4 below; and

     WHEREAS, as a condition to the initial public offering of the Common Shares
(as defined below) of the Company, the parties are willing to enter into the
agreements contained herein.

     NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the
mutual covenants and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, agree as follows:

     1. Definitions.

     As used in this Agreement, the following capitalized defined terms shall
have the following meanings:

     "Closing Price" of the Common Shares for any given day shall mean (i) if
the Common Shares are listed or admitted to trading on a national securities
exchange, the reported last sale price of the Common Shares regular way on such
day or, in case no such sale takes place on such day, the average of the
reported closing bid and asked prices regular way, on such national securities
exchange on such day or (ii) if the Common Shares are not listed or admitted to
trading on any national securities exchange but are traded in the
over-the-counter market, the average of the closing bid and asked prices in the
over-the-counter market on such day.

     "Common Shares" shall mean the common shares of beneficial interest, par
value $.01 per share, of the Company.

     "Company" shall mean Equity Office Properties Trust, a Maryland real estate
investment trust, and its successors.

     "Demand Registration" shall have the meaning set forth in Section 2(a)
hereof.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.





<PAGE>   4





     "Holder" or "Holders" shall mean the persons listed on the signature page
hereto (other than the Company), including their successors, assigns and
transferees.

     "IPO Registration Statement" shall mean the registration statement on Form
S-11 (No. 333-______ ) relating to the initial public offering of the Common
Shares by the Company.

     "Notice" shall have the meaning set forth in Section 2(a) hereof.

     "Operating Partnership" shall mean EOP Operating Limited Partnership, a
Delaware limited partnership, and its  successors.

     "Person" shall mean an individual, partnership, corporation, trust,
unincorporated organization or other legal entity or a government or agency or
political subdivision thereof.

     "Prospectus" shall have the meaning set forth in Section 5(b) hereof.

     "Registrable Securities" shall mean the Shares, excluding (i) Shares that
have been disposed of pursuant to a Demand Registration Statement, Shelf
Registration Statement or any other effective registration statement, (ii)
Shares sold or otherwise transferred pursuant to Rule 144 under the Securities
Act, (iii) Shares that are held by Holders who are not, as of the date of this
Agreement, affiliates of the Company that are eligible for sale pursuant to Rule
144(k) under the Securities Act, and (iv) Shares held by each Holder who is an
affiliate of the Company if all of such Shares are eligible for sale pursuant to
Rule 144 under the Securities Act and could be sold in one transaction in
accordance with the volume limitations contained in Rule 144(e)(1)(i) under the
Securities Act.

     "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance with this Agreement, including, without limitation:
(i) all applicable registration and filing fees imposed by the SEC, the New York
Stock Exchange, Inc. or the National Association of Securities Dealers, Inc.
("NASD"), (ii) all fees and expenses incurred in connection with compliance with
state securities or "blue sky" laws (including reasonable fees and disbursements
of counsel in connection with qualification of any of the Registrable Securities
under any state securities or blue sky laws and the preparation of a blue sky
memorandum) and compliance with the rules of the NASD, (iii) all expenses of any
Persons in preparing or assisting in preparing, word processing, printing and
distributing the Shelf Registration Statement, any prospectus, certificates and
other documents relating to the performance of and compliance with this
Agreement, (iv) all fees and expenses incurred in connection with the listing,
if any, of any of the Registrable Securities on any securities exchange or
exchanges pursuant to Section 6(l) hereof, and (v) the fees and disbursements of
counsel for the Company and of the independent public accountants of the
Company, including the expenses of any special audits or "cold comfort" letters
required by or incident to such performance and compliance.  Registration
Expenses shall specifically exclude underwriting discounts and commissions, the
fees and disbursements of counsel representing a selling Holder or any
underwriter or agent acting on behalf of a Holder, and transfer taxes, if any,
relating to the sale or disposition of Registrable Securities by a selling
Holder, all of which shall be borne by such Holder in all cases.

     "Registration Notice" shall have the meaning set forth in Section 5(b)
hereof.

                                       2



<PAGE>   5





     "Rule 144(f) Registrable Securities" shall mean that number of Registrable
Securities, when aggregated with the number of Shares actually sold pursuant to
Rule 144 by the Holder, equal to or less than 1% of the outstanding Common
Shares at the time a request for registration is made under Section 2(a), which
Shares the Holder proposes to sell in "block trades" which are not "brokers'
transactions" in compliance with the "manner of sale" requirement of Rule
144(f).

     "SEC" shall mean the Securities and Exchange Commission.

     "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.

     "Selling Holder" shall mean any Holder who sells Registrable Securities
pursuant to a public offering registered hereunder.

     "Shares" shall mean any Common Shares issued to the persons listed on the
signature page hereto or to Holders upon conversion of their Units and any
additional Common Shares issued as a dividend, distribution or exchange for, or
in respect of such Common Shares prior to the Selling Holder's exercise of its
rights hereunder.

     "Shelf Registration" shall mean a registration required to be effected
pursuant to Section 4 hereof.

     "Shelf Registration Statement" shall have the meaning set forth in Section
3(a) hereof.

     "State Street" shall means State Street Bank & Trust Co., as trustee of
three BellSouth Corporation employee benefit plans.

     "Units" shall mean the limited partnership interests of the Operating
Partnership issued to the persons listed on the signature page hereto, which
interests are exchangeable for Common Shares, or at the Company's option, cash.

     2. Demand Registration.

          (a) Request for Registration.

          At any time after the first anniversary of the consummation of the
IPO, each Holder may make up to one written request during each 12-month period
commencing on such first anniversary (specifying the intended method of
disposition) for registration under the Securities Act (each, a "Demand
Registration") of all or part of such Holder's Registrable Securities (but such
part, together with the number of securities requested by other Holders to be
included in such Demand Registration pursuant to this Section 2(a), shall have
an estimated market value at the time of such request (based upon the then
market price of a Common Share of the Company) of at least $10,000,000).
Notwithstanding the foregoing, the Company shall not be required to file any
registration statement pursuant to this Section 2 on behalf of any Holder within
six months after the effective date of any earlier registration statement so
long as the Holder requesting the Demand Registration was given a notice
offering it the opportunity to sell Registrable Securities under the earlier
registration statement and such Holder did not request that all of its
Registrable Securities be included; provided, however, that

                                       3



<PAGE>   6



if a Holder requested that all or a part of its Registrable Securities be
included in the earlier registration statement but not all or such part were so
included through no fault of the Holder, such Holder may, but shall not be
obligated to, require the Company to file another registration statement
pursuant to a Demand Registration (subject, in the event of a Demand
Registration for less than all such remaining Registrable Securities, to the
same $10,000,000 limitation set forth above) exercised by such Holder within
six months of the effective date of such earlier registration statement.
Within ten days after receipt of a request for a Demand Registration, the
Company shall give written notice (the "Notice") of such request to all other
Holders and shall include in such registration all Registrable Securities that
the Company has received written requests for inclusion therein within 15 days
after the Notice is given.  Thereafter, the Company may elect to include in
such registration additional Common Shares to be issued by the Company.  In
such event, such shares to be issued by the Company in connection with a Demand
Registration shall be deemed to be Registrable Securities and the Company shall
be deemed to be a holder thereof. All requests made pursuant to this Section
2(a) shall specify the aggregate number of Registrable Securities to be
registered.  Each Holder shall be entitled to one Demand Registration
hereunder.  Upon the second anniversary of the IPO all rights to Demand
Registrations hereunder shall terminate and be of no further force and effect,
except that State Street shall continue to have a Demand Registration right
with respect to all Registrable Securities issued to it in the Formation
Transactions.

          (b) Effective Registration and Expenses.

          A registration shall not constitute a Demand Registration under
Section 2(a) hereof until it has become effective.  In any registration
initiated as a Demand Registration, the Company shall pay all Registration
Expenses incurred in connection therewith, whether or not such Demand
Registration becomes effective, unless such Demand Registration fails to become
effective as a result of the fault of one or more Holders, in which case the
Company will not be required to pay the Registration Expenses incurred with
respect to the offering of such Holder or Holders' Registrable Securities.  The
Registration Expenses incurred with respect to the offering of such Holder or
Holder's Registrable Securities shall be the product of (a) the aggregate amount
of all Registration Expenses incurred in connection with such registration and
(b) the ratio that the number of such Registrable Securities bears to the total
number of Registrable Securities included in the registration.

          (c) Priority on Demand Registrations.

          The Holder making the Demand Registration may elect whether the
offering of such Registrable Securities pursuant to such Demand Registration
shall be in the form of a firm commitment underwritten offering or that such
offering be made on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act as provided in Section 3 hereof.  In any case in which an
offering is in the form of a firm commitment underwritten offering, if the
managing underwriter or underwriters of such offering advise the Company in
writing that in its or their opinion the number of Registrable Securities
proposed to be sold in such offering exceeds the number of Registrable
Securities that can be sold in such offering without adversely affecting the
market for the Company's Common Shares, the Company will include in such
registration the number of Registrable Securities that in the opinion of such
managing underwriters can be sold without adversely affecting the market for the
Company's Common Shares. In such event, the number of Registrable Securities, if
any, to be offered for the

                                       4



<PAGE>   7



accounts of Holders (including the Holder making the Demand Registration) shall
be reduced pro rata on the basis of the relative number of any Registrable
Securities requested by each such Holder to be included in such registration to
the extent necessary to reduce the total number of Registrable Securities to be
included in such offering to the number recommended by such managing
underwriter or underwriters.

          (d) Selection of Underwriters.

          If any of the Registrable Securities covered by a Demand Registration
are to be sold in an underwritten offering, the Company shall have the right to
select the investment banker or investment bankers and manager or managers that
will underwrite the offering; provided, however, that such investment bankers
and managers must be reasonably acceptable to the Selling Holders.

     3. Shelf Registration Under the Securities Act

          (a) Filing of Shelf Registration Statement.

           In fulfillment of its obligation to file a registration statement
pursuant to Section 2 hereof, upon the written request of a Holder the Company
may cause to be filed a shelf registration statement (the "Shelf Registration
Statement") providing for the sale by the Holders of all, but not less than all,
of their Registrable Securities in accordance with the terms hereof and will use
its reasonable efforts to cause such Shelf Registration Statement to be declared
effective by the SEC as soon thereafter as is practicable.  The Company agrees
to use its reasonable efforts to keep the Shelf Registration Statement with
respect to the Registrable Securities continuously effective for a period
expiring on the earlier of (i) the date on which all of the Registrable
Securities covered by the Shelf Registration Statement have been sold pursuant
thereto and (ii) the date on which (A) all Shares that such Holders own or have
the right to obtain in exchange for Units held by Holders who are not affiliates
of the Company, in the opinion of counsel for the Company, which counsel shall
be reasonably acceptable to such Holders, are eligible for sale pursuant to Rule
144(k) under the Securities Act and (B) all Shares that such Holders own or have
the right to obtain in exchange for Units held by each Holder who is an
affiliate of the Company, in the opinion of counsel for the Company, which
counsel shall be reasonably acceptable to such Holder, are eligible for sale
pursuant to Rule 144 under the Securities Act and could be sold in one
transaction in accordance with the volume limitations contained in Rule
144(e)(1)(i) under the Securities Act.  Subject to Sections 5(b), 5(i) and 6,
the Company further agrees to amend the Shelf Registration Statement if and as
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or any rules and regulations thereunder; provided,
however, that the Company shall not be deemed to have used its reasonable
efforts to keep the Shelf Registration Statement effective during the applicable
period if it voluntarily takes any action that would result in Selling Holders
not being able to sell Registrable Securities covered thereby during that
period, unless such action is required under applicable law or the Company has
filed a post-effective amendment to the registration statement and the SEC has
not declared it effective or except as otherwise permitted by the last three
sentences of Section 5(b).


                                       5



<PAGE>   8




          (b) Expenses.

              Except as provided herein, the Company shall pay all Registration
Expenses in connection with the registration pursuant to Section 3(a).  The
Company shall not be liable for any underwriting discounts and commissions, the
fees and disbursements of counsel representing a Holder or any underwriter or
agent acting on behalf of a Holder, and transfer taxes, if any, relating to the
sale or disposition of such Holder's Registrable Securities pursuant to the
Shelf Registration Statement or Rule 144 under the Securities Act.

          (c) Inclusion in Shelf Registration Statement.

              Any Holder who does not provide the information reasonably
requested by the Company in connection with the Shelf Registration Statement as
promptly as practicable after receipt of such request, but in no event later
than ten (10) days thereafter, shall not be entitled to have its Registrable
Securities included in the Shelf Registration Statement.

          4.   Holdback Agreements.

              (a) Each Holder (a) participating in an underwritten offering
covered by any Demand Registration or (b) in the event the Company is issuing
shares of beneficial interest to the public in an underwritten offering, agrees,
if requested by the managing underwriter or underwriters for such underwritten
offering, not to effect any public sale or distribution of Registrable
Securities or any securities convertible into or exchangeable or exercisable for
such Registrable Securities, including a sale pursuant to Rule 144 (or any
similar provision then in force) under the Securities Act, during the 14 days
prior to, and during the 180-day period beginning on, the effective date of such
Demand Registration or other underwritten offering (except as part of such
underwritten offering).

             (b)  In addition, each Holder agrees that with respect to any
registration statement covering Registrable Securities that is effective prior
to the second anniversary of the consummation of the IPO, during any three-month
period, such Holder shall sell only Rule 144 (f) Registrable Securities under
such registration statement prior to the second anniversary of the IPO.  After
the second anniversary of the IPO, sales of all Registrable Securities shall be
permitted hereunder.

          5. Registration Procedures

             In connection with the obligations of the Company with respect to
a registration contemplated by Sections 2 and 3 hereof, the Company shall:

 
             (a) prepare and file with the SEC, as soon as reasonably
practicable after receipt of a written request pursuant to Section 2 or Section
3, a registration statement, which registration statement shall (i) be available
for the sale of the Registrable Securities in accordance with the intended
method or methods of distribution by the Selling Holders thereof and (ii) comply
as to form in all material respects with the requirements of the applicable form
and include all financial statements required by the SEC to be filed therewith;


                                       6



<PAGE>   9




               (b) subject to the last three sentences of this Section 5(b) and
Section 5(i) hereof, (i) prepare and file with the SEC such amendments to such
registration statement as may be necessary to keep such registration statement
effective for the applicable period; (ii) cause the prospectus which is part of
such registration statement (a "Prospectus") to be amended or supplemented as
required and to be filed as required by Rule 424 or any similar rule that may be
adopted under the Securities Act; (iii) respond as promptly as practicable to
any comments received from the SEC with respect to the registration statement or
any amendment thereto; and (iv) comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such registration
statement during the applicable period in accordance with the intended method or
methods of distribution by the Selling Holders thereof. Notwithstanding anything
to the contrary contained herein, the Company shall not be required to take any
of the actions described in clauses (i), (ii) or (iii) in this Section 5(b),
Section 5(d) or Section 5(i) with respect to each Holder of Registrable
Securities (x) to the extent that the Company is in possession of material
non-public information that it deems advisable not to disclose or is engaged in
active negotiations or planning for a merger or acquisition or disposition
transaction and it delivers written notice to each such Selling Holder of
Registrable Securities to the effect that such Selling Holder may not make
offers or sales under the registration statement for a period not to exceed
thirty (30) days from the date of such notice; provided, however, that the
Company may deliver only two such notices within any twelve-month period, (y)
unless and until the Company has received a written notice (a "Registration
Notice") from a Selling Holder that such Selling Holder intends to make offers
or sales under a registration statement as specified in such Registration
Notice; provided, however, that the Company shall have ten (10) business days to
prepare and file any such amendment or supplement after receipt of the
Registration Notice or such longer period as is reasonably necessary if such
preparation and filing are not commercially practicable within ten (10) business
days or (z) to the extent the Company elects pursuant to Section 6 hereof to
purchase the Shares which are the subject of the Registration Notice.  Once a
Selling Holder has delivered a Registration Notice to the Company, such Selling
Holder shall promptly provide to the Company such information as the Company
reasonably requests in order to identify such Selling Holder and the method of
distribution in a post-effective amendment to the registration statement or a
supplement to the Prospectus.  Such Selling Holder also shall notify the Company
in writing upon completion of such offer or sale or at such time as such Selling
Holder no longer intends to make offers or sales under the registration
statement;

               (c) furnish to each Selling Holder of Registrable Securities
without charge, as many copies of each Prospectus and any amendment or
supplement thereto as such Holder may reasonably request in order to facilitate
the public sale or other disposition of the Registrable Securities; the Company
consents to the use of the Prospectus and any amendment or supplement thereto by
each such Selling Holder of Registrable Securities in connection with the
offering and sale of the Registrable Securities covered by the Prospectus or
amendment or supplement thereto;

               (d) use its reasonable efforts to register or qualify the
Registrable Securities by the time a registration statement is declared
effective by the SEC under all applicable state securities or blue sky laws of
such jurisdictions in the United States and its territories and possessions as
any Holder of Registrable Securities covered by a registration statement shall
reasonably request in writing, keep each such registration or qualification
effective during the period such registration statement is required to be kept
effective or during the period offers or sales are being made by a Selling
Holder that has delivered a Registration Notice to the

                                       7



<PAGE>   10



Company, whichever is shorter; provided, however, that in connection therewith,
the Company shall not be required to (i) qualify as a foreign corporation to do
business or to register as a broker or dealer in any such jurisdiction where it
would not otherwise be required to qualify or register but for this Section
5(d), (ii) subject itself to taxation in any such jurisdiction, or (iii) file a
general consent to service of process in any such jurisdiction;

               (e) notify each Selling Holder of Registrable Securities promptly
and, if requested by such Selling Holder, confirm in writing, (i) when a
registration statement and any post-effective amendments thereto have become
effective, (ii) when any amendment or supplement to the applicable Prospectus
has been filed with the SEC, (iii) of the issuance by the SEC or any state
securities authority of any stop order suspending the effectiveness of a
registration statement or any part thereof or the initiation of any proceedings
for that purpose, (iv) if the Company receives any notification with respect to
the suspension of the qualification of the Registrable Securities for offer or
sale in any jurisdiction or the initiation of any proceeding for such purpose,
and (v) of the happening of any event during the period a registration statement
is effective as a result of which (A) such registration statement contains any
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein not misleading
or (B) the applicable Prospectus as then amended or supplemented contains any
untrue statement of a material fact or omits to state any material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading;

               (f) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of the registration statement or any part
thereof as promptly as possible;

               (g) furnish to each Selling Holder of Registrable Securities
without charge, at least one conformed copy of the applicable registration
statement and any post-effective amendment thereto (without documents
incorporated therein by reference or exhibits thereto, unless requested);

               (h) cooperate with the Selling Holders of Registrable Securities
to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any Securities Act legend; and
enable certificates for such Registrable Securities to be issued at least two
business days prior to any sale of Registrable Securities for such numbers of
shares and registered in such names as the Selling Holders may reasonably
request, upon ten (10) business days prior notice;

               (i) subject to the last three sentences of Section 5(b) hereof,
upon the occurrence of any event contemplated by clause (x) of Section 5(b) or
clause (v) of Section 5(e) hereof, use its reasonable efforts promptly to
prepare and file an amendment or a supplement to the Prospectus or any document
incorporated therein by reference or prepare, file and obtain effectiveness of a
post-effective amendment to the registration statement, or file any other
required document, in any such case to the extent necessary so that, as
thereafter delivered to the purchasers of the Registrable Securities, such
Prospectus as then amended or supplemented will not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they are
made, not misleading;


                                       8



<PAGE>   11




               (j) make available for inspection by the Selling Holders of
Registrable Securities and any counsel, accountants or other representatives
retained by such Selling Holders all financial and other records, pertinent
corporate documents and properties of the Company and cause the officers,
directors and employees of the Company to supply all such records, documents or
information reasonably requested by such Selling Holders, counsel, accountants
or representatives in connection with the registration statement; provided,
however, that such records, documents or information which the Company
determines in good faith to be confidential and notifies such Selling Holders,
counsel, accountants or representatives in writing that such records, documents
or information are confidential shall not be disclosed by such Selling Holders,
counsel, accountants or representatives unless (i) such disclosure is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction, or
(ii) such records, documents or information become generally available to the
public other than through a breach of this Agreement;

               (k) a reasonable time prior to the filing of any registration
statement or any amendment thereto, or any Prospectus or any amendment or
supplement thereto, provide copies of such document (not including any documents
incorporated by reference therein unless requested) to the Selling Holders of
Registrable Securities;

               (l) use its reasonable efforts to cause all Registrable
Securities to be listed on any securities exchange on which similar securities
issued by the Company are then listed;

               (m) provide a CUSIP number for all Registrable Securities, not
later than the effective date of the any applicable registration statement;

               (n) use its reasonable efforts to make available to its security
holders, as soon as reasonably practicable, an earnings statement covering at
least 12 months which shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;

               (o) if requested by a Selling Holder and any underwriters engaged
by such Selling Holder for purposes of distributing the Registrable Securities,
enter into such agreements (including an underwriting agreement in form, scope
and substance as is customary in underwritten offerings) and take all such other
reasonable actions in connection therewith (including those reasonably requested
by the underwriters or such Selling Holder) in order to expedite or facilitate
the disposition of such Registrable Securities, and in such connection, (i) make
such representations and warranties to the underwriters with respect to the
business of the Company and the registration statement, Prospectus and
documents, if 

<PAGE>   12



agreement is entered into, the same shall contain indemnification provisions
and procedures no less favorable to the underwriters than those set forth in
Section 7 hereof and cross indemnification by the underwriters similar to that
set forth in Section 7 hereof in favor of the Company or the Selling Holders,
as the case may be; and (v) deliver such documents and certificates as may be
reasonably requested by the managing underwriters and their counsel to evidence
the continued validity of the representations and warranties made pursuant to
clause (i) above of this Section 5(o) and to evidence compliance with any
customary conditions contained in the underwriting agreement entered into by
the Company.

               The Company may require each Selling Holder of Registrable
Securities to furnish to the Company in writing such information regarding the
proposed distribution by such Selling Holder of such Registrable Securities as
the Company may from time to time reasonably request in writing.

               In connection with and as a condition to the Company's
obligations with respect to the Shelf Registration Statement pursuant to Section
3 hereof and this Section 5, each Selling Holder covenants and agrees that (i)
it will not offer or sell any Registrable Securities under the Shelf
Registration Statement until it has provided a Registration Notice pursuant to
Section 5(b) and has received copies of the Prospectus as then amended or
supplemented as contemplated by Section 5(c) and notice from the Company that
the registration statement and any post-effective amendments thereto have become
effective as contemplated by Section 5(e); (ii) upon receipt of any notice from
the Company contemplated by Section 5(b) (in respect of the occurrence of an
event contemplated by clause (x) of Section 5(b)) or Section 5(e) (in respect of
the occurrence of an event contemplated by clause (v) of Section 5(e)), such
Selling Holder shall not offer or sell any Registrable Securities pursuant to
the Shelf Registration Statement until such Selling Holder receives copies of
the supplemented or amended Prospectus contemplated by Section 5(i) hereof and
receives notice that any post-effective amendment has become effective, and, if
so directed by the Company, such Selling Holder will deliver to the Company (at
the expense of the Company) all copies in its possession, other than permanent
file copies then in such Selling Holder's possession, of the Prospectus as
amended or supplemented at the time of receipt of such notice; (iii) all offers
and sales by such Selling Holder under the Shelf Registration Statement must be
completed within sixty (60) days after the first date on which offers or sales
can be made pursuant to clause (i) above, and upon expiration of such sixty (60)
day period, the Selling Holder may not offer or sell any Registrable Securities
under the Shelf Registration Statement until it has again complied with the
provisions of clause (i) above; (iv) such Selling Holder and any of its
partners, officers, trustees, directors or affiliates, if any, must comply with
the provisions of Regulation M under the Exchange Act as applicable to them in
connection with sales of Registrable Securities pursuant to the Shelf
Registration Statement; and (v) such Selling Holder and any of its partners,
officers, trustees, directors or affiliates, if any, must enter into such
written agreements as the Company shall reasonably request to ensure compliance
with clause (iv) above.

          6.   Repurchase by Company of Shares Subject to Registration Notice.

               (a) Upon receipt by the Company of a Registration Notice, the
Company may, but shall not be obligated to, purchase from such Holder all, but
not less than all, of the Shares which are the subject of such Registration
Notice at a price per share equal to the average of the Closing Prices of the
Common Shares for the five trading days immediately preceding the date of the
Registration Notice.  In the event the Company elects to purchase the

                                       10



<PAGE>   13



Shares which are the subject of a Registration Notice, the Company shall notify
the Holder of such Shares within five business days of the date of receipt of
the Registration Notice by the Company, which notice shall indicate: (i) that
the Company will purchase the Shares which are the subject of the Registration
Notice, (ii) the price per share, calculated in accordance with the preceding
sentence, which the Company will pay to such Holder and (iii) the date upon
which the Company shall repurchase such Shares, which date shall not be later
than the tenth business day after receipt of the Registration Notice relating
to such Shares.

               (b) If the Company elects to purchase the Shares which are the
subject of such Registration Notice in accordance with this Section 6, the
Company shall be relieved of its obligations under Section 5(b), (c), (d), (e),
(g), (h), (i) and (j) with respect to such Shares or as the result of such
Registration Notice.

          7. Indemnification; Contribution.

          (a) Indemnification by the Company.

               The Company agrees to indemnify and hold harmless each Holder and
its officers and directors and each Person, if any, who controls any Holder
within the meaning of Section 15 of the Securities Act as follows:

               (i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to which such Holder, officer, director or
controlling Person may become subject under the Securities Act or otherwise (A)
that arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or any
amendment thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading or (B) that arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in any
Prospectus or any amendment or supplement thereto, or the omission or alleged
omission to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;

               (ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever based upon
any such untrue statement or alleged untrue statement or any omission or alleged
omission contained in a registration statement, if such settlement is effected
with the written consent of the Company; and

               (iii) subject to the limitations set forth in Section 7(c),
against any and all expense whatsoever, as incurred (including reasonable fees
and disbursements of counsel), reasonably incurred in investigating, preparing
or defending against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, in each case whether or
not a party, or any claim whatsoever based upon any such untrue statement or
alleged untrue statement or

                                       11



<PAGE>   14



               omission or alleged omission, to the extent that any such expense
               is not paid under subparagraph (i) or (ii) above;

               provided, however, that the indemnity provided pursuant to this
               Section 7(a) shall not apply to any Holder with respect to any
               loss, liability, claim, damage or expense that arise out of or
               are based upon any untrue statement or alleged untrue statement
               or omission or alleged omission made in reliance upon and in
               conformity with written information furnished to the Company by
               such Holder expressly for use in a registration statement or any
               amendment thereto or the Prospectus or any amendment or
               supplement thereto.

          (b) Indemnification by Holders.

               Each Holder severally agrees to indemnify and hold harmless the
Company and the other Selling Holders, and each of their respective partners,
trustees, directors and officers (including each trustee and officer of the
Company who signed the registration statement), and each Person, if any, who
controls the Company or any other Selling Holder within the meaning of Section
15 of the Securities Act, to the same extent as the indemnity contained in
Section 7(a) hereof, but only insofar as such loss, liability, claim, damage or
expense arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in a registration statement or
any amendment thereto or the Prospectus or any amendment or supplement thereto
in reliance upon and in conformity with written information furnished to the
Company by such Selling Holder for use therein relating to the Holder's status
as a selling security holder.  Notwithstanding the provisions of this Section
7(b), Holder shall not be required to indemnify the Company with respect to any
amount in excess of the amount by which the total price at which the Registrable
Securities of Holder were offered to the public exceeds the amount of any
damages which Holder would otherwise have been required to pay pursuant to this
Section 7(b).

          (c) Conduct of Indemnification Proceedings.

               Each indemnified party shall give reasonably prompt notice to
each indemnifying party of any action or proceeding commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party (i) shall not relieve it from any liability which it may have
under the indemnity agreement provided in Section 7(a) or (b) above, unless and
to the extent it did not otherwise learn of such action and the lack of notice
by the indemnified party materially prejudices the indemnifying party or results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) shall not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided under Section 7(a) or (b) above.  After receipt of such notice, the
indemnifying party shall be entitled to participate in and, at its option,
jointly with any other indemnifying party so notified, to assume the defense of
such action or proceeding at such indemnifying party's own expense with counsel
chosen by such indemnifying party and approved by the indemnified party, which
approval shall not be unreasonably withheld; provided, however, that, if the
defendants in any such action or proceeding include both the indemnified party
and the indemnifying party and the indemnified party reasonably determines, upon
advice of counsel, that a conflict of interest exists or that there may be legal
defenses available to it or other indemnified parties that are different from or

                                       12



<PAGE>   15



in addition to those available to the indemnifying party, then the indemnified
party shall be entitled to one separate counsel, the reasonable fees and
expenses of which shall be paid by the indemnifying party.  If the indemnifying
party does not assume the defense of any such action or proceeding, after
having received the notice referred to in the first sentence of this paragraph,
the indemnifying party will pay the reasonable fees and expenses of counsel
(which shall be limited to a single law firm) for the indemnified party.  In
such event, however, the indemnifying party will not be liable for any
settlement effected without the written consent of such indemnifying party.  If
the indemnifying party assumes the defense of any such action or proceeding in
accordance with this paragraph, such indemnifying party shall not be liable for
any fees and expenses of counsel for the indemnified party incurred thereafter
in connection with such action or proceeding except as set forth in the proviso
in the second sentence of this Section 7(c).

          (d) Contribution.

               In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in this Section 7 is
for any reason held to be unenforceable although applicable in accordance with
its terms, the Company and the Selling Holders shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by
such indemnity agreement incurred by the Company and the Selling Holders, in
such proportion as is appropriate to reflect the relative fault of and benefits
to the Company on the one hand and the Selling Holders on the other (in such
proportions that the Selling Holders are severally, not jointly, responsible for
the balance), in connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations.  The relative benefits to the indemnifying
party and indemnified parties shall be determined by reference to, among other
things, the total proceeds received by the indemnified party and indemnified
parties in connection with the offering to which such losses, claims, damages,
liabilities or expenses relate.  The relative fault of the indemnifying party
and indemnified parties shall be determined by reference to, among other things,
whether the action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
the indemnified parties, and the parties' relative intent, pledge, access to
information and opportunity to correct or prevent such action.

               The parties hereto agree that it would not be just or equitable
if contribution pursuant to this Section 7(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 7(d), no Selling Holder shall be
required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities of such Selling Holder were offered to
the public exceeds the amount of any damages which such Selling Holder would
otherwise have been required to pay by reason of such untrue statement or
omission.

               Notwithstanding the foregoing, no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 7(d), each Person, if
any, who controls a Holder within the meaning of Section 15 of the Securities
Act and directors and officers of a Holder shall have the same rights to
contribution

                                       13



<PAGE>   16



as such Holder, and each trustee of the Company, each officer of the Company
who signed the registration statement and each Person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act shall have the
same rights to contribution as the Company.

       8. Rule 144 Sales.

          (a) Compliance.

              The Company covenants that, so long as it is subject to the
reporting requirements of the Exchange Act, it will file the reports required to
be filed by it under the Exchange Act so as to enable any Holder to sell
Registrable Securities pursuant to Rule 144 under the Securities Act.

          (b) Cooperation with Holders.

              In connection with any sale, transfer or other disposition by any
Holder of any Registrable Securities pursuant to Rule 144 under the Securities
Act, the Company shall cooperate with such Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold and not bearing any Securities Act legend, and enable certificates for
such Registrable Securities to be issued at least two business days prior to any
sale of Registrable Securities for such number of shares and registered in such
names as the Selling Holders may reasonably request upon ten (10) business days
prior notice.  The Company's obligation set forth in the previous sentence shall
be subject to the delivery, if reasonably requested by the Company or its
transfer agent, by counsel to such Holder, in form and substance reasonably
satisfactory to the Company and its transfer agent, of an opinion that such
Securities Act legend need not appear on such certificate.

       9. Miscellaneous.

          (a) Amendments and Waivers.

                The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified, supplemented or waived, nor may
consent to departures therefrom be given, without the written consent of the
Company and the Holders of a majority of the outstanding Registrable Securities
(treating for the purpose of such computation the Holders of Units as the
Holders of Registrable Securities issuable upon exchange of such Units),
provided, however, that no amendment, modification, supplement or waiver of, or
consent to the departure from, the provisions of Sections 2, 3, 4, 5, 7 or 8
hereof shall be effective as against any Holder of Registrable Securities unless
consented to in writing by such Holder of Registrable Securities. Notice of any
such amendment, modification, supplement, waiver or consent adopted in
accordance with this Section 9(a) shall be provided by the Company to each
Holder of Registrable Securities at least thirty (30) days prior to the
effective date of such amendment, modification, supplement, waiver or consent.

          (b) Notices.

              All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, registered first-class
mail, telex, telecopier, or any

                                       14



<PAGE>   17



courier guaranteeing overnight delivery, (i) if to a Holder, at such Holder's
registered address appearing on the share register of the Company or the Unit
register of the Operating Partnership or (ii) if to the Company, at Two North
Riverside Plaza, Suite 220, Chicago, IL  60606, Attention:  Timothy H.
Callahan, President and Chief Executive Officer.

               All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; or
at the time delivered if delivered by an air courier guaranteeing overnight
delivery.

           (c) Successors and Assigns.

               This Agreement shall inure to the benefit of and be binding upon
the successors, assigns and transferees of each of the parties, including,
without limitation and without the need for an express assignment, subsequent
Holders. If any successor, assignee or transferee of any Holder shall acquire
Registrable Securities, in any manner, whether by operation of law or otherwise,
such Registrable Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding Registrable Securities such Person shall be
conclusively deemed to have agreed to be bound by all of the terms and
provisions hereof.

           (d) Counterparts.

               This Agreement may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

           (e) Headings.

               The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

           (f) Governing Law.

               This Agreement shall be governed by and construed in accordance
with the laws of the State of Maryland without giving effect to the conflicts of
law provisions thereof.

           (g) Specific Performance.

               The parties hereto acknowledge that there would be no adequate
remedy at law if any party fails to perform any of its obligations hereunder,
and accordingly agree that each party, in addition to any other remedy to which
it may be entitled at law or in equity, shall be entitled to compel specific
performance of the obligations of any other party under this Agreement in
accordance with the terms and conditions of this Agreement in any court of the
United States or any State thereof having jurisdiction.


                                       15




<PAGE>   18




               (h) Entire Agreement.

                   This Agreement is intended by the parties as a 
final expression of their agreement and intended to be a complete and 
exclusive statement of the agreement and understanding of the parties hereto 
in respect of the subject matter contained herein.  This Agreement supersedes 
all prior agreements and understandings between the parties with respect to 
such subject matter.

               (i) Limitation of Liability of Shareholders and Officers of the
                   Company.

                   ANY OBLIGATION OR LIABILITY WHATSOEVER OF THE COMPANY WHICH
MAY ARISE AT ANY TIME UNDER THIS AGREEMENT OR ANY OBLIGATION OR LIABILITY WHICH
MAY BE INCURRED BY IT PURSUANT TO ANY OTHER INSTRUMENT, TRANSACTION OR
UNDERTAKING CONTEMPLATED HEREBY SHALL BE SATISFIED, IF AT ALL, OUT OF THE
COMPANY'S ASSETS ONLY. NO SUCH OBLIGATION OR LIABILITY, OTHER THAN THIS
AGREEMENT AS IT RELATES TO EACH OF THE HOLDERS, SHALL BE PERSONALLY BINDING
UPON, NOR SHALL RESORT FOR THE ENFORCEMENT THEREOF BE HAD TO, THE PROPERTY OF
ANY OF ITS SHAREHOLDERS, TRUSTEES, OFFICERS, EMPLOYEES OR AGENTS (SOLELY AS A
RESULT OF THEIR STATUS AS SHAREHOLDERS, TRUSTEES, OFFICERS, EMPLOYEES OR
AGENTS), REGARDLESS OF WHETHER SUCH OBLIGATION OR LIABILITY IS IN THE NATURE OF
CONTRACT, TORT OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, THIS SECTION 9(I)
SHALL NOT IN ANY WAY AFFECT OR LIMIT ANY OBLIGATION OR LIABILITY OF ANY HOLDER
UNDER THIS AGREEMENT.

                                       16



<PAGE>   19




     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above

                                      EQUITY OFFICE PROPERTIES TRUST


                                      By:__________________________________

                                      Name:  Timothy H. Callahan
                                      Title:  President and Chief Executive
                                           Officer


                                      HOLDERS:

                                      EQUITY OFFICE HOLDINGS, L.L.C.


                                      By:__________________________________
                                      Name:
                                      Title:


                                      EQUITY OFFICE PROPERTIES, L.L.C.


                                      By:__________________________________
                                      Name:
                                      Title:


                                      [UNITHOLDERS]

                                      _____________________________________




                                      [ZML SHAREHOLDERS]


                                      _____________________________________








<PAGE>   1
                                                                   EXHIBIT 10.5


                             CONTRIBUTION AGREEMENT




                                  BY AND AMONG



         ZELL/MERRILL LYNCH REAL ESTATE OPPORTUNITY PARTNERS LIMITED
                                 PARTNERSHIP

         ZELL/MERRILL LYNCH REAL ESTATE OPPORTUNITY PARTNERS LIMITED
                               PARTNERSHIP II

         ZELL/MERRILL LYNCH REAL ESTATE OPPORTUNITY PARTNERS LIMITED
                               PARTNERSHIP III

         ZELL/MERRILL LYNCH REAL ESTATE OPPORTUNITY PARTNERS LIMITED
                               PARTNERSHIP IV

                        EQUITY OFFICE PROPERTIES, L.L.C.

                         EQUITY OFFICE HOLDINGS, L.L.C.

                         EQUITY GROUP INVESTMENTS, INC.


                                      AND


                       EOP OPERATING LIMITED PARTNERSHIP






                            DATED AS OF APRIL 30, 1997




<PAGE>   2



                             CONTRIBUTION AGREEMENT

     THIS CONTRIBUTION AGREEMENT (hereinafter referred to as the "Contribution
Agreement") is made and entered into as of April 30, 1997 by and among EOP
Operating Limited Partnership, a Delaware limited partnership (the "Operating
Partnership") and each of Zell/Merrill Lynch Real Estate Opportunity Partners
Limited Partnership, an Illinois limited partnership ("Opportunity Partnership
I"); Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership
II, an Illinois limited partnership ("Opportunity Partnership II");
Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership III, an
Illinois limited partnership ("Opportunity Partnership III"); Zell/Merrill
Lynch Real Estate Opportunity Partners Limited Partnership IV, an Illinois
limited partnership ("Opportunity Partnership IV" and, together with
Opportunity Partnership I, Opportunity Partnership II and Opportunity
Partnership III, the "Opportunity Partnerships"); Equity Office Properties,
L.L.C., a Delaware limited liability company ("EOP"); Equity Office Holdings,
L.L.C., a Delaware limited liability company ("EOH"); and Equity Group
Investments, Inc., an Illinois corporation ("EGI" and, together with EOP and
EOH, "Equity Office").  Each of the Opportunity Partnerships, EOP, EOH and EGI
may be referred to herein individually as a "Contributor" and, collectively, as
the "Contributors."  Capitalized terms used but not defined  herein shall have
the meaning ascribed to them in the Glossary attached hereto.

                                    RECITALS

     A. Each of the Opportunity Partnerships owns or will, as of the Closing
Date (as defined in Section 2.2 below), own the unencumbered direct or indirect
ownership interests in certain limited partnerships, limited liability
companies and other entities (collectively, the "Titleholders"), as identified
in the attached Exhibits A-1, A-2, A-3 or A-4 (the "Titleholder Interests").

     B. Each of the Titleholders will have been, as of the Closing Date,
validly formed pursuant to a limited partnership agreement, limited liability
company agreement or other agreement (each an "Organizational Document"), to
hold fee simple or beneficial title to, a ground leasehold estate in, or a
mortgage interest in, a discrete office or garage property (individually, a
"Property" and collectively, the "Properties"), as generally identified in the
attached Exhibit B.

     C The Opportunity Partnerships desire to contribute the Titleholder
Interests to the Operating Partnership in consideration for units evidencing an
ownership interest in the Operating Partnership ("Units").

     D. Equity Office desires to contribute to the Operating Partnership, also
in consideration for Units, all of its right, title and interest in certain
assets, personal property and management contracts as identified on Exhibit C
constituting all of the assets (except only for the Excluded Assets referenced
in said Exhibit C) and liabilities relating to Equity Office's office and
parking management and leasing businesses for the period from and after the
Closing Date hereunder (collectively, the "Management Business").

     E. The purpose and intent of this Contribution Agreement is to set forth
the terms and conditions pursuant to which the foregoing contributions shall
occur.


<PAGE>   3





                               TERMS OF AGREEMENT

     NOW, THEREFORE, for and in consideration of the foregoing premises, and
the mutual undertakings set forth below, the parties hereto agree as follows:

      1.   CONTRIBUTION OF TITLEHOLDER INTERESTS AND MANAGEMENT BUSINESS
           IN EXCHANGE FOR UNITS

           1.1 CONTRIBUTIONS TO THE OPERATING PARTNERSHIP.

           (a) At the Closing and subject to the terms and conditions   
contained herein, each Opportunity Partnership shall contribute or cause to be
contributed to the Operating Partnership all of its Titleholder Interests and
other property interests described herein (for each Opportunity Partnership,
collectively its "Contributed Opportunity Partnership Assets") by executing,
acknowledging and delivering the following:

           1.    One or several Assignment and Assumption
                 Agreements substantially in the form attached hereto as
                 Exhibit D as required to transfer all of the Titleholder
                 Interests owned by such Opportunity Partnership (each an
                 "Assignment and Assumption Agreement");

           2.    A bill of sale conveying to the Operating
                 Partnership all personal property owned by the Opportunity
                 Partnership; exclusive of cash required to be distributed to
                 the partners of such Opportunity Partnership in order to
                 permit the ZML REIT therein to make a distribution to its
                 shareholders immediately prior to the Closing in an amount
                 sufficient to satisfy the distribution requirements applicable
                 to REITs for avoidance of the payment of any federal income or
                 excise tax (the "Required REIT Distribution") and any
                 additional sum which such Opportunity Partnership elects to
                 distribute thereafter to its partners from the proceeds of its
                 prior sale of non-office assets; but including, without
                 limitation, all personal property owned by the Opportunity
                 Partnership and used in connection with the ownership or
                 operation of the Properties, substantially in the form
                 attached hereto as Exhibit E (each a "Bill of Sale");

           3.    An Assignment and Assumption of Intangible Rights
                 Agreement substantially in the form attached hereto as Exhibit
                 F (the "Assignment and Assumption of Intangible Rights");

           4.    Stock certificates or other indicia of ownership
                 in the Titleholders (or interests therein) and promissory
                 notes, if any, held by the Opportunity Partnership, assigned
                 or endorsed in blank; and

           5.    Amended and Restated Agreement of Limited
                 Partnership for the Operating Partnership (the "OP Agreement")
                 substantially in the form attached hereto as Exhibit G.


                                       2

<PAGE>   4




            (b) At the Closing and subject to the terms and conditions contained
herein, Equity Office shall contribute or cause to be contributed to the
Operating Partnership the Management Business by executing, acknowledging and
delivering the following:

            1.   An Assignment and Assumption of Management
                 Business Agreement substantially in the form attached hereto
                 as Exhibit H (the "Assignment and Assumption of Management
                 Business Agreement");

            2.   A bill of sale assigning to the Operating
                 Partnership all personal property (other than the "Excluded
                 Assets" as described in Exhibit C hereto) owned by Equity
                 Office in connection with the Management Business
                 substantially in the form attached hereto as Exhibit I (the
                 "Management Business Bill of Sale");

            3.   As required in the discretion of the Operating
                 Partnership's counsel, assignments and assumptions of
                 leasehold estates, together with any necessary consents of
                 landlords; and

            4.   The OP Agreement.

            (c) At the Closing and subject to the terms and conditions  
contained herein, the Operating Partnership will accept the contributions made
by or on behalf of the Opportunity Partnerships and Equity Office by executing,
acknowledging and delivering each of the foregoing documents requiring its
signature and shall prepare Exhibit A to the OP Agreement in order to reflect
the issuance of Units in accordance with the provisions of this Agreement.

            (d) The parties hereto shall take such additional actions and 
execute such additional documentation as may be required by the Organizational
Documents, the OP Agreement or, in the reasonable judgment of counsel to the
Operating Partnership, in order to effect fully the transactions contemplated
hereby, including, without limitation, amendments to the Organizational
Documents as required to admit the Operating Partnership or its designee as the
owner of the Titleholder Interests in lieu of an Opportunity Partnership.

            1.2 CALCULATION OF UNITS TO BE ISSUED.

            Subject to Section 1.3 below, the Operating Partnership shall at
Closing, in consideration for the Contributed Opportunity Partnership Assets or
the Management Business, as the case may be, transfer to each Contributor a
number of Units equal to the product of:

                (x)   the quotient of

                      (i)  the Adjusted Consideration (as defined below) for 
                           each such Contributor

                                   divided by

                      (ii) the sum of the Adjusted Consideration for all 
                           Contributors (without regard to the proceeds from 
                           the IPO)


                                       3

<PAGE>   5



     
                                  multiplied by

                 (y) the excess of

                        (i)  the quotient of

                             (A)  the number of
                                  shares of beneficial interest (without regard
                                  to any overallotment option) of Equity Office
                                  Properties Trust, a Maryland real estate
                                  investment trust (the "Company" and the
                                  "Common Shares") sold to the public in the
                                  initial public offering of such shares, when
                                  and if it occurs (the "IPO")

                                      divided by

                             (B)  the fractional
                                  ownership interest (expressed in decimal
                                  form) in the Operating Partnership that the
                                  Common Shares sold in the IPO represent upon
                                  their issuance (without regard to any
                                  overallotment option)


                                      over
  
                        (ii) the number of Common Shares sold in the IPO 
                             (without regard to any overallotment option).

         1.3 ADJUSTED CONSIDERATION.

     (a) The "Initial Consideration" for the real property interests included
in each Opportunity Partnership's Contributed Opportunity Partnership Assets
has been determined and fixed, on a collective basis, as of December 31, 1996
(the "Initial Valuation Date") to be the dollar amount so designated on Exhibit
A-1, A-2, A-3 or A-4.  In order to determine the final valuation amount (the
"Adjusted Consideration") for each Opportunity Partnership's contribution to
the Operating Partnership, its Initial Consideration amount shall be increased
or decreased as of the last day of the calendar month first preceding the month
in which the preliminary prospectus used in connection with the IPO is dated
(the "Final Valuation Date" ) as follows:

         first:  by adding the amount of its cash then on hand (exclusive of
                 cash held for the account of third parties) after deduction of
                 (x) the sum which the Contributor estimates to be required to
                 be distributed to its partners in order to make any Required
                 REIT Distribution and (y) any additional sum which the
                 Contributor elects to distribute thereafter to its partners
                 from the proceeds of its prior sale of non-office assets;

         second: by adding the value (which shall be determined in good
                 faith by the Operating Partnership and reasonably acceptable
                 to such Contributor) of all non-real estate assets (exclusive
                 of cash and accounts receivable) to be contributed by such
                 Contributor hereunder;


                                       4

<PAGE>   6




      third:     by adding or deducting, as appropriate, a credit or charge
                 (determined in good faith by the Operating Partnership and
                 reasonably acceptable to the Contributor) reflective of the
                 amount by which the terms of the Contributor's mortgage
                 indebtedness are above or below prevailing market terms;

      fourth:    by deducting the principal amount of all then-outstanding
                 mortgage indebtedness of such Contributor (exclusive of such
                 indebtedness having a remaining term of less than one year);

      fifth:     by adding or deducting, as appropriate, the Net Proration
                 Amount;

      sixth      by deducting the amount of any unexpended
                 capital transaction proceeds paid to the Opportunity
                 Partnership after the Initial Valuation Date and prior to the
                 Final Valuation Date as a result of an insurance recovery or
                 condemnation or assignment in lieu of condemnation;

      seventh:   by adding or deducting, as appropriate, the amount by
                 which the Consolidation Expenses paid or reserved by such
                 Contributor exceeded or was less than such Contributor's
                 proportionate share of all such Consolidation Expenses which
                 were paid or reserved prior to the Final Valuation Date by all
                 of the Contributors (calculated in the same proportion as its
                 Initial Consideration amount bears to the aggregate of all
                 Initial Consideration amounts) (each Contributor's
                 "Proportionate Expense Allocation Adjustment:);

      eighth:    by deducting, in the case of Opportunity Partnership I, the
                 Initial Consideration amounts for any Properties sold
                 subsequent to the Initial Valuation Date and prior to the
                 Final Valuation Date (being the aggregate sum of $66,625,000
                 for Barton Oaks and 8383 Wilshire); and

      ninth:     by adding the gross purchase price for any Properties
                 acquired by such Contributor subsequent to the Initial
                 Valuation Date and prior to the Final Valuation Date.

The parties agree that, inasmuch as Properties acquired subsequent to the Final
Valuation Date will be purchased, in part, from cash balances reflected in
clause first above and are not included in the Initial Consideration amounts,
no adjustment is required to be made in the calculation of the Adjusted
Consideration for Properties that may be acquired subsequent to the Final
Valuation Date, notwithstanding that those Properties shall be included within
the definition of the Opportunity Partnership's Contributed Opportunity
Partnership Assets and in the determination of such Opportunity Partnership's
Titleholder Interests.

     (b) The "Adjusted Consideration" for the Management Business is One
Hundred Sixty Million Dollars ($160,000,000) and shall not be subject to
adjustment, except only for any required Proportionate Expense Allocation
Adjustment which Equity Office does not pay in cash at or prior to Closing.


                                       5


<PAGE>   7




        1.4 TREATMENT AS CONTRIBUTION.

        The transfer, assignment and exchange of interests effectuated with
respect to the Operating Partnership pursuant to this Contribution Agreement
shall constitute a "Capital Contribution" pursuant to Article IV of the OP
Agreement and is intended to be governed by Section 721(a) of the Internal
Revenue Code of 1986, as amended (the "Code").

     2. CLOSING

        2.1 CONDITIONS PRECEDENT.

        The closing of the Company's IPO on or before March  31, 1998, is a
condition precedent to the obligations of all parties to this Contribution
Agreement to effect the transactions contemplated hereunder.

        In addition to the foregoing, the Operating Partnership shall not be
obligated to close hereunder absent satisfaction of the following additional
conditions precedent if such failure is, in the judgment of the Operating
Partnership, either intentional or likely to have a Material Adverse Effect on
the Operating Partnership or its future operations:

        (a) The representations and warranties of each of the Contributors
contained herein shall have been true and correct on the date such
representations and warranties were made, and shall be true and correct on the
Closing Date as if made at and as of such date;

        (b) Each of the obligations hereunder of each of the Contributors shall
have been duly performed on or before the Closing Date;

        (c) Concurrently with the Closing, each of the Contributors shall have
executed and delivered to the Operating Partnership the documents required to
be delivered hereunder;

        (d) Except as otherwise permitted herein, each of the Contributors shall
have obtained all consents or approvals of any Governmental Entity or third
party to the consummation of the transactions contemplated hereunder or in the
Proxy Solicitation;

        (e) No order, statute, rule, regulation, executive order, injunction,
stay, decree or restraining order shall have been enacted, entered, promulgated
or enforced by any court of competent jurisdiction or Governmental Entity that
prohibits the consummation of the transactions contemplated herein, and no
litigation or governmental proceeding seeking any such order shall be pending
or threatened in writing; and

        (f) There shall not have occurred between the date hereof and the 
Closing Date any adverse change in any Titleholder's assets, business, financial
condition, results of operations or prospects or the Management Business.

        2.2 TIME AND PLACE.

        The date, time and place of the transactions contemplated hereunder 
be the day the Operating Partnership receives the proceeds from the IPO at
10:00 a.m. in the

                                       6


<PAGE>   8



office of Hogan & Hartson, L.L.P., 555 Thirteenth Street NW, Washington, DC
20004 (the "Closing" or "Closing Date"); provided that if the Closing has not
occurred on or prior to March  31, 1998, then any Contributor or the Operating
Partnership may terminate this Contribution Agreement upon written notice
delivered to all other parties hereto and upon such termination, no party shall
have any further rights, obligations or liabilities hereunder, except for any
rights, obligations or liabilities expressly surviving the termination of this
Contribution Agreement.  The transfers described herein and all closing
deliveries, and the consummation of the IPO, shall be deemed concurrent for all
purposes.

     2.3 CLOSING DELIVERIES.

     At the Closing, the parties shall make, execute, acknowledge and deliver,
or cause to be made, executed, acknowledged and delivered, as appropriate, the
legal documents and other items (collectively the "Closing Documents")
necessary in the judgment of counsel to the Company to carry out the intention
of this Contribution Agreement and the S-11 Registration Statement, which
Closing Documents and other items shall include, without limitation, the
documents described in Section 1.1 above, together with the following:

     (i) Each of the Opportunity Partnerships shall deliver, to the Operating
Partnership, the books and records, title insurance policies, leases, lease
files, contracts, stock certificates, original promissory notes, and other
indicia of ownership for the Titleholders and Titleholder Interests in which it
has an ownership interest;

     (ii) Equity Office shall deliver to the Operating Partnership all books
and records, stock certificates or other indicia of ownership for assets
included within the definition of the Management Business;

     (iii) Each of the Contributors shall deliver to the Operating Partnership
its affidavit stating the Contributor's United States Taxpayer Identification
Number and that the Contributor is not a foreign person pursuant to section
1445(b)(2) of the Code and a comparable affidavit satisfying any other
withholding requirements;

     (iv) There shall have been adopted an amendment to each Opportunity
Partnership's Agreement of Limited Partnership substantially in the form
attached hereto as Exhibit J-1, J-2, J-3 or J-4;

     (v) Each ZML REIT shall have executed a merger agreement so as to merge
into the Company substantially in the form attached hereto as Exhibit K (the
"Merger Agreement");

     (vi) The title policies and endorsements described in Exhibit L hereto,
subject to such exceptions, if any, as may be acceptable to the Company
(collectively the "Title Policies") shall have been issued to the Operating
Partnership, or other proper party as specified in Exhibit L, effective as of
the Closing Date; and

     (vii) Endorsement of all other insurance policies (exclusive of insurance
maintained by tenants) naming an Opportunity Partnership or Equity Office as an
insured or other beneficiary shall have been issued in order to substitute the
Operating Partnership in lieu of the Opportunity Partnership or Equity Office.

                                       7


<PAGE>   9





        (viii) Equity Office shall deliver to the Operating Partnership an
estoppel certificate from each ownership entity under each of the material
management contracts comprising the Management Business (collectively the
"Management Contracts") confirming the absence of any material defaults or
claims for indemnification thereunder and consenting to the assignment of the
Management Contracts to the Operating Partnership.

        (ix) Equity Office shall contribute to Equity Office Properties 
 Corp. its interest in the Third-Party Management Business which is excluded
pursuant to Exhibit C hereof, in consideration for one hundred percent (100%)
of the voting common stock in said Equity Office Properties Management Corp.

        2.4 CLOSING COSTS.

        The Operating Partnership shall pay any documentary transfer taxes, 
escrow charges, title charges and recording taxes or fees incurred in 
connection with the transactions contemplated hereby.

     3. REPRESENTATIONS AND WARRANTIES.

        3.1 REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP.

        The Operating Partnership hereby represents and warrants to each of the
Contributors that:

        (a) Organization; Authority.  The Operating Partnership (i) is duly
formed, validly existing and in good standing under the laws of the
jurisdiction of its formation, and (ii) has all requisite power and authority
to enter into this Contribution Agreement and all agreements contemplated
hereby and to issue the Units.  The persons and entities executing this
Contribution Agreement and all agreements contemplated hereby on behalf of the
Operating Partnership have the power and authority to enter into this
Contribution Agreement and such other contemplated agreements.

        (b) Due Authorization.  The execution, delivery and performance by the
Operating Partnership of its obligations under this Contribution Agreement and
all agreements contemplated hereby will not contravene any provision of
applicable law, the OP Agreement, charter, declaration of trust or other
constituent document of the Operating Partnership or the Company, or any
agreement or other instrument binding upon the Operating Partnership or any
judgment, order or decree of any governmental body, agency or court having
jurisdiction over the Operating Partnership, and no consent, approval,
authorization or order of or qualification with any governmental body or agency
is required for the performance by the Operating Partnership of its obligations
under this Contribution Agreement and all other agreements contemplated hereby.

        (c) Solvency.  The Operating Partnership has been solvent at all times
prior to and immediately following the transfer of the Units to the
Contributors.

        (d) No Violation. None of the execution, delivery or performance of this
Contribution Agreement and the transactions contemplated hereby does or will,
with or without

                                       8


<PAGE>   10



the giving of notice, lapse of time, or both, (i) violate, conflict with,
result in a breach of, or constitute a default under or give to others any
right of termination or cancellation of (A) the OP Agreement, (B) any material
agreement, document or instrument to which the Operating Partnership is a party
or by which the Operating Partnership is bound or (C) any term or provision of
any judgment, order, writ, injunction, or decree of any Governmental Entity
binding on the Operating Partnership or by which the Operating Partnership or
any of its assets or properties are bound or subject or (ii) result in the
creation of any Lien, other than a Permitted Lien, upon the Units.

     (e) Compliance with Laws.  To the actual knowledge, without investigation,
of the officers of the Company having a rank of senior vice president or
higher, the Operating Partnership has complied and on the date hereof does
substantially comply in all material respects with all applicable laws,
ordinances, rules and regulations, whether federal, state or local, foreign,
statutory or common, including, without limitation all securities laws.  The
Operating Partnership has not been informed of any material violation of any
such laws, rules or regulations, or that any investigation has been commenced
or is contemplated respecting any such possible violation.

     (f) Consents and Approvals. No consent, waiver, approval or authorization
of any third party is required to be obtained by the Operating Partnership in
connection with the execution, delivery and performance of this Contribution
Agreement and the transactions contemplated hereby, except any of the foregoing
that shall have been satisfied prior to the Closing Date.

     3.2  REPRESENTATIONS AND WARRANTIES OF EACH OF THE OPPORTUNITY 
          PARTNERSHIPS.

     Each Opportunity Partnership makes the following representations and
warranties to the Operating Partnership only with respect to: (i) itself, (ii)
the Properties identified on such Opportunity Partnership's respective Exhibit
A-1, A-2, A-3 or A-4 hereto, and (iii) the Titleholder Interests to be
transferred by such Opportunity Partnership.

     (a) Organization; Authority.  The Opportunity Partnership (i) is duly
formed, is validly existing and in good standing under the laws of the
jurisdiction of its formation, and (ii) has all requisite power and authority
to own, lease or operate its property and to carry on its business as presently
conducted and, to the extent required under applicable law, is qualified to do
business and is in good standing in each jurisdiction in which the nature of
its business or the character of its property make such qualification
necessary.

     (b) Due Authorization.  The execution, delivery and performance of the
Contribution Agreement by the Opportunity Partnership has been duly and validly
authorized by all necessary action of the Opportunity Partnership.  This
Contribution Agreement and each agreement, document and instrument executed and
delivered by or on behalf of the Opportunity Partnership pursuant to this
Contribution Agreement constitutes, or when executed and delivered will
constitute, the legal, valid and binding obligation of such Opportunity
Partnership, enforceable against such Opportunity Partnership in accordance
with its terms, as such enforceability may be limited by bankruptcy or the
application of equitable principles.


                                       9

<PAGE>   11




     (c) Consents and Approvals.  No consent, waiver, approval or authorization
of any third party is required to be obtained by the Opportunity Partnership in
connection with the execution, delivery and performance of this Contribution
Agreement and the transactions contemplated hereby, except any of the foregoing
that shall have been obtained prior to the Closing Date or in respect to
mortgage loans which the Operating Partnership determines, in its sole
discretion, can be re-financed on terms acceptable to it at or within one
hundred eighty (180) days of Closing, unless, in its judgment, failure to
obtain any such consent, waiver, approval or authorization would not have a
Material Adverse Effect on the future operations of the Operating Partnership.

     (d) Ownership of the Titleholder Interests.  The Opportunity Partnership
is the sole owner of the Titleholder Interests shown as owned by it on the
attached Exhibits A-1, A-2, A-3 or A-4 subject to no adverse claims or
interests other than Permitted Liens and liens, if any, given to secure
mortgage indebtedness otherwise encumbering the Properties.  Effective as of
the consummation of the transactions described herein, the Operating
Partnership's title to the Titleholder Interests will be free and clear of any
liens, encumbrances, debts, charges, liabilities or obligations except for
Permitted Liens and liens, if any, given to secure mortgage indebtedness
encumbering the Properties.

     (e) Titleholder Interests.  The Titleholder Interests constitute all of
the interests owned by the Opportunity Partnership in the Titleholders as set
forth on the attached Exhibits A-1, A-2, A-3 and A-4.  Each such Titleholder
Interest is validly issued, fully paid and non-assessable, and was not issued
in violation of any preemptive rights.  Each such Titleholder Interest has been
issued in compliance with applicable law and the relevant Organizational
Documents (as then in effect).  Except as set forth on Exhibit M attached
hereto, there are no enforceable rights, subscriptions, warrants, options,
conversion rights, preemptive rights or agreements of any kind outstanding to
purchase or to otherwise acquire any of the interests which comprise the
Titleholder Interests or any securities or obligations of any kind convertible
into any of the interests which comprise such Titleholder Interests or other
equity interests or profit participation of any kind in the Titleholders.

     (f) No Violation.  None of the execution, delivery or performance of this
Contribution Agreement and the transactions contemplated hereby does or will,
with or without the giving of notice, lapse of time, or both, (i) violate,
conflict with, result in a material breach of, or constitute a material default
under or give to others any right of termination or cancellation of (A) the
organizational documents, including the Organizational Documents, charters and
bylaws, if any, of the Opportunity Partnership or the applicable Titleholders,
(B) except as otherwise provided in Section 3.2(c) above, any material
agreement, document or instrument to which the Opportunity Partnership or any
of its Titleholders is a party or by which the Opportunity Partnership or the
applicable Titleholders or its Property is bound or (C) any term or provision
of any judgment, order, writ, injunction, or decree of any Governmental Entity
binding on the Opportunity Partnership or any applicable Titleholder or by
which the Opportunity Partnership or the applicable Titleholder or any of its
assets or properties are bound or subject or (ii) result in the creation of any
Lien, other than a Permitted Lien, upon the Property or any Titleholder
Interest of the Operating Partnership.

     (g) Non-foreign Status.  The Opportunity Partnership is not a foreign
person, foreign corporation, foreign partnership, foreign trust or foreign
estate (as defined in the Code),

                                       10


<PAGE>   12



and is, therefore, not subject to the provisions of the Code relating to the
withholding of sales proceeds to foreign persons.

     (h) Investment Purposes.  The Opportunity Partnership acknowledges its
understanding that the offering and sale of the Units to be acquired pursuant
to this Contribution Agreement are intended to be exempt from registration
under the Securities Act of 1933, as amended, and the rules and regulations in
effect thereunder (the "Act").  In furtherance thereof, the Opportunity
Partnership represents and warrants to the Company that such Opportunity
Partnership is an "accredited investor" (as such term is defined in Rule 501
(a) of Regulation D under the Act) and has no intention of engaging in a public
distribution of such Units.

     (i) Compliance with Laws. The applicable Titleholders on the date hereof
comply in all material respects with all applicable laws, ordinances, rules and
regulations, whether federal, state or local, statutory or common where failure
to comply would have a material adverse effect on the Opportunity Partnership
or its Properties taken as a whole, and neither any Titleholder nor, to
Knowledge, any third party has been informed in writing of any continuing
violation in any material respect of any such laws, rules or regulations, or
that any investigation has been commenced and is continuing or is contemplated
respecting any such possible violation.

     (j) Eminent Domain.  Except as described in the attached Exhibit N, there
is no existing or, to Knowledge, proposed or threatened condemnation, eminent
domain or similar proceeding, or private purchase in lieu of such a proceeding,
which would affect any of the Properties owned by such Opportunity Partnership
in any material respect.

     (k) Licenses and Permits.  To Knowledge, all material notices, licenses,
permits, certificates and authority of a material nature required for the
continued use, occupancy, management, leasing and operation of the Properties
have been obtained or can be obtained without material cost, are in full force
and effect, are in good standing and (to the extent required in connection with
the transactions contemplated hereby) are assignable to the Operating
Partnership.  Neither the applicable Titleholders, nor, to Knowledge, any third
party has taken any action that would (or failed to take any action the
omission of which would) result in the revocation of such notices, licenses,
permits, certificates and authority, that would have a material adverse effect
on the operations of the Properties, nor has any of them received any written
notice of violation from any Governmental Entity or written notice of the
intention of any entity to revoke any of them, that in each case has not been
cured or otherwise resolved to the satisfaction of such Governmental Entity.

     (l) Taxes.  No tax lien or other charge exists or will exist upon
consummation of the transactions contemplated hereby with respect to any
Property except such tax liens for which the tax is not yet due and payable or
which are the subject of a valid tax protest or tax liens or other charges
which individually or in the aggregate are immaterial in amount.

     (m) Real Property.

         (i) None of the Opportunity Partnership, the applicable
      Titleholders, nor, to Knowledge, any other party to any agreement
      affecting any Property, has given or received any notice of default with
      respect to any material term or condition of any

                                       11


<PAGE>   13



      agreement (other than a Lease for space) affecting such Property,
      including, without limitation any ground lease, which would have a
      material adverse effect on the Property, and, no event has occurred or,
      to Knowledge, is threatened in writing, which would have a material
      adverse effect on the Property and which through the passage of time or
      the giving of notice, or both, would constitute a material default
      thereunder, or except as otherwise provided in Section 3.2(c) above,
      would cause the acceleration of any material obligation of any party
      thereto or the creation of a Lien upon any asset of the Opportunity
      Partnership or the applicable Titleholders, except for Permitted Liens.
      For purposes of this Section 3.2, the term "material agreement" shall be
      defined with reference to the Property to which such agreement relates.
      To Knowledge, such material agreements are valid and binding and in full
      force and effect, have not been materially amended, modified or
      supplemented since such time as such agreements were made available to
      the Operating Partnership for its review, except for such amendments,
      modifications and supplements heretofore made available to
      representatives of the Operating Partnership, and there are no other
      material agreements (exclusive of space Leases) with any third parties
      affecting the Properties which will survive the Closing and be binding on
      the Operating Partnership.

           (ii) As presently conducted, the operation of the buildings,
      fixtures and other improvements located on the Properties is not in
      violation in any material respect of any applicable building code, zoning
      ordinance or other law or regulation, except for any such violations
      which individually or in the aggregate would not have a material adverse
      effect on the Opportunity Partnership or its Properties taken as a whole.

           (iii) Except as set forth in the reports listed on Exhibit O to
      Knowledge, (i) there is presently no noncompliance, liability or other
      Claims in connection with Environmental Laws relating to the Properties;
      (ii) no notices of any uncorrected violation or alleged violation of any
      Environmental Laws relating to the Properties or their use, have been
      received by any present owner, or, to Knowledge, by any prior owner,
      operator or occupant of the Property; and (iii) there are no writs,
      injunctions, decrees, orders or judgments outstanding, or any Claims,
      relating to the Environmental Laws and the ownership, use, maintenance or
      operation of the Properties.  Any instances of noncompliance, notices of
      violations, and writs, injunctions, decrees, orders or judgments which
      may exist or may be outstanding are of the type that individually or in
      the aggregate would not have a material adverse effect on the Opportunity
      Partnership or its Properties taken as a whole.

           (iv) All material reports of environmental surveys, audits,
      investigations and assessments relating to the Properties, including, but
      not limited to, the Environmental Reports in the possession or control of
      the Opportunity Partnership or its affiliates have been made available to
      representatives of the Operating Partnership.

           (v) Except as has been disclosed in writing to the Operating
      Partnership prior to the date hereof, to Knowledge, all material permits
      and licenses required under any Environmental Laws in respect of the
      operation of the Properties have been obtained or can be obtained without
      material cost and the Properties are in compliance, in all material
      respects, with the terms and conditions of such permits and licenses.

                                       12


<PAGE>   14





     (p) Trademarks and Tradenames; Proprietary Rights.

           (i) There are no actions or other judicial or administrative
      proceedings involving the Opportunity Partnership, the Titleholders, or
      the Properties pending, or threatened in writing, that concern any
      copyrights, copyright application, trademarks, trademark registrations,
      trade names, service marks, service mark registrations, trade names and
      trade name registrations or any trade secrets being transferred to the
      Operating Partnership hereunder (the "Proprietary Rights").

           (ii) To Knowledge, the Opportunity Partnership has the right and
      authority to use each Proprietary Right necessary in connection with the
      operation of the Properties in the manner in which it is currently used,
      and to convey such right and authority to the Operating Partnership at
      the Closing.  To Knowledge, current use of the Proprietary Rights does
      not, and did not, conflict with, infringe upon or violate any copyright,
      trade secret, trademark or registration of any other person.

           (iii) There are no outstanding or, to Knowledge, threatened disputes
      or disagreements with respect to any Proprietary Right or any license,
      contract, agreement or other commitment, written or oral, relating to the
      same.

     (q) Litigation and Claims.

           (i) Except as identified in Exhibit P hereto (or as may be reserved
      for in an amount reasonably acceptable to the Operating Partnership in
      the calculation of the Net Proration Amount), there are no Claims which
      could reasonably be anticipated to result in damages in excess of $50,000
      that directly or indirectly affect the Opportunity Partnership, the
      applicable Titleholders or the Properties.

           (ii) Neither the Opportunity Partnership nor any of its applicable
      Titleholders nor any of its Properties are operating under, subject to or
      in default with respect to any decision, order, writ, injunction or
      decree of any court or federal, state or municipal entity or other
      Governmental Entity.

     (r)   No Brokers.  Neither the Opportunity Partnership nor any of its
general partners or the respective officers, directors or employees thereof has
employed or made any agreement with any broker, finder or similar agent or any
person or firm which will result in the obligation of the Operating Partnership
or any of its affiliates to pay any finder's fee, brokerage fees or commissions
or similar payment in connection with the transactions contemplated by this
Contribution Agreement.

     (s)   Solvency.  The Opportunity Partnership has been and will be solvent 
at all times prior to and immediately following the transfer of the Titleholder
Interests to the Operating Partnership.

     (t)   No Misrepresentations.  To Knowledge, no representation, warranty or
statement made, or information provided, by the Opportunity Partnership in this
Contribution Agreement or in any other document or instrument furnished or to
be furnished by or on behalf of the Opportunity Partnerships pursuant hereto
(i) contains or will contain any untrue statement

                                       13


<PAGE>   15



of a material fact or (ii) omits or will omit to state a material fact
necessary to make the statements contained herein or therein not misleading
when read together with all other such documents and instruments.

     (u) Partners/Members.  The Opportunity Partnership has made available to
the Operating Partnership a true and accurate list of all of the partners,
other equity holders or members or record, as applicable, of (i) the
Opportunity Partnership and (ii) the Titleholders that own, directly or
indirectly, an interest in any of the Properties, together with their
percentage interests in the Opportunity Partnership or each Titleholder.

     (v) Insurance.  Each Titleholder currently has in place the public
liability, casualty and other insurance coverage with respect to each Property
as the Opportunity Partnership reasonably deems necessary.  Each of the
insurance policies with respect to the Properties is in full force and effect
and all premiums due and payable thereunder have been fully paid when due.  No
Opportunity Partnership or Titleholder has received from any insurance company
any notices of cancellation or intent to cancel any insurance.

     (w) Leases.  A true and correct copy of all leases (and all amendments
thereto or modifications thereof) to which a Titleholder is a party or by which
a Titleholder or Property is bound or subject (collectively, the "Leases") has
been delivered to or made available to the Operating Partnership or its
representatives.  To Knowledge except as otherwise disclosed to the Operating
Partnership or its representatives, each of the Leases is and will be valid and
binding and is in full force and effect in all material respects.  To
Knowledge, except as otherwise disclosed to the Operating Partnership or its
representatives, no party to any Lease has breached or defaulted under the
terms of any Lease, except for such breaches or defaults that would not have a
material adverse effect on the condition, financial or otherwise, or on the
earnings, assets, business affairs or business prospects of any Property.

     (x) Schedule of Liabilities and Assets.  The schedule of liabilities and
assets to be delivered in connection with the calculation of the Net Proration
Amount shall be true, correct and complete in all material respects; provided
that, for these purposes, a liability which has not been asserted in writing or
is otherwise based on a written agreement shall not be deemed to exist unless
it is for goods and services provided or agreed to be provided and shall not
include liabilities for which the Operating Partnership agrees that there are
valid defenses to payment which are reasonably likely to prevail.

     (y) Financial Statements; Undisclosed Liabilities.  The financial
statements which the Opportunity Partnership provided to the Operating
Partnership have been prepared in accordance with generally accepted accounting
principles ("GAAP") applied on a consistent basis during the periods involved
(except as may be indicated in the notes thereto) and fairly presented, in
accordance with the applicable requirements of GAAP, the consolidated financial
position of such Contributor as of the dates thereof and the consolidated
results of operations and cash flows for the periods then ended (subject, in
the case of unaudited statements, to normal year-end audit adjustments).
Except as set forth in such financial statements, neither any Contributor nor
any subsidiary has any liabilities or obligations of any nature (whether
accrued, absolute, contingent or otherwise) required by GAAP to be set forth on
a consolidated balance sheet of the Contributor or in the notes thereto and
which, individually or in the aggregate, would have a Material Adverse Effect.


                                       14


<PAGE>   16




     3.3 REPRESENTATIONS AND WARRANTIES OF EQUITY OFFICE.

     Each of EOP, EOH and EGI makes the following representations and
warranties to the Operating Partnership solely with respect to itself and the
Management Business contributed by it hereunder:

     (a) Organization; Authority.  Each of EOP, EOH and EGI is duly formed,
validly existing and in good standing (to the extent applicable) under the laws
of the jurisdiction of its formation, and has all requisite power and authority
to own, lease or operate its property and to carry on its business as presently
conducted and, to the extent required under applicable law, is qualified to do
business and is in good standing in each jurisdiction in which the nature of
its business or the character of its property make such qualification
necessary.

     (b) Due Authorization.  The execution, delivery and performance of this
Contribution Agreement by each of EOP, EOH and EGI has been duly and validly
authorized by all necessary action of each of them.  The Contribution Agreement
has been duly executed and delivered by each of EOP, EOH and EGI and
constitutes a legal, valid and binding obligation of each of them enforceable
against each of them in accordance with its terms, as such enforceability may
be limited by bankruptcy or the application of equitable principles.

     (c) Consents and Approvals.  No consent, waiver, approval or authorization
of any third party is required to be obtained by EOP, EOH or EGI in connection
with the execution, delivery and performance by any of them of the Contribution
Agreement and the transactions contemplated hereby, except for any of the
foregoing that shall have been obtained prior to the Closing Date.

     (d) Ownership of the Management Business.  Each of EOP, EOH and EGI is the
sole owner of the Management Business to be contributed by it and has not
pledged, assigned, hypothecated or otherwise encumbered such Management
Business.

     (e) Management Contracts.  A true and correct copy of all of the contracts
or other written understandings, to which each of EOP, EOH and EGI is a party
or by which EOP, EOH and EGI is bound that relate to its Management Business
except for contracts or understandings that are not material to the business
and operations of the Management Business (collectively, the "Management
Contracts") has been delivered to or made available to the Operating
Partnership. Each of the Management Contracts is valid and binding and in full
force and effect in all material respects.  No party to the Management
Contracts has breached or defaulted under the terms of any Management Contract,
except for such breaches or defaults that would not have a material adverse
effect on the condition, financial or otherwise, or on the earnings, assets,
business affairs or business prospects of the Management Business.

     (f) Permits.  To the Knowledge of EOP, EOH and EGI, each has such
franchises, certificates, licenses, permits and other authorizations from
governmental political subdivisions or regulatory authorities (collectively
"Permits") as are necessary for the ownership, use, operation and licensing of
the Management Business, except for any Permits for which the failure to
possess would not have a material adverse effect on the condition, financial or
otherwise, or on the earnings, assets, business affairs or business prospects
of the

                                       15

<PAGE>   17



Management Business, and neither EOP nor EOH nor EGI is in violation of any
such material Permit in any material respect.

     (g) Non-Foreign Status.  Neither EOP nor EOH nor EGI is a foreign person,
foreign corporation, foreign partnership, foreign trust or foreign estate (as
defined in the Code), and none of them is, therefore, subject to the provisions
of the Code relating to the withholding of sales proceeds to foreign persons.

     (h) Investment Purposes.  Each of EOP, EOH and EGI acknowledges its
understanding that the offering and sale of the Units to be acquired pursuant
to the Contribution Agreement are intended to be exempt from registration under
the Act.  In furtherance thereof, each of EOP, EOH and EGI represents and
warrants only with respect to itself to the Company that it is an "accredited
investor" (as such term is defined in Rule 501(a) of Regulation D under the
Act) and has no intention of engaging in a public distribution of such Units.

     (i) No Brokers.  Neither EOP nor EOH nor EGI nor any of its respective
officers, directors or employees has incurred or will incur any liability for
any brokerage fees, commissions or finders' fees that have been paid or may
become payable by the Operating Partnership or any of its affiliates to any
broker or finder engaged by or on behalf of any of them or any of their
officers, directors or employees in connection with the transaction
contemplated by this Contribution Agreement.

     (j) Compliance with Laws.  Neither EOP nor EOH nor EGI has received any
written notice of any violation and there are no such violations, of any
employment, environmental, or other regulatory law, order, regulation, or
requirement relating to the Management Business which, individually or in the
aggregate, would have a material adverse effect on the condition, financial or
otherwise, or on the earnings, assets, business affairs or business prospects
of the Management Business.

     (k) Insurance.  Each of EOP, EOH and EGI currently has in place public
liability, casualty and other insurance coverage with respect to the Management
Business as is usual and customary for the conduct of similar businesses.  To
the Knowledge of EOP, EOH and EGI, each of the insurance policies with respect
to the Management Business is in full force and effect.  All premiums due and
payable in respect to such insurance policies have been fully paid when due.
Neither EOP nor EOH nor EGI has received from any insurance company any notices
of cancellation or intent to cancel any insurance.

     (l) Taxes.  No tax lien or other charge exists or will exist upon
consummation of the transactions contemplated hereby with respect to the
Management Business except such tax liens for which the tax is not yet due and
payable or tax liens or other charges which individually or in the aggregate
would not have a material adverse effect on the Operating Partnership.

     (m) No Violation.  None of the execution, delivery or performance of this
Contribution Agreement and the transactions contemplated hereby does or will,
with or without the giving of notice, lapse of time, or both, (i) violate,
conflict with, result in a breach of, or constitute a default under or give to
others any right of termination or cancellation of (A) the organizational
documents of EOP, EOH or EGI, (B) any material agreement, document or
instrument to which EOP, EOH or EGI or its Management Business is bound or (C)
any term or

                                       16


<PAGE>   18



provision of any judgment, order, writ, injunction, or decree of any
Governmental Entity binding on EOP, EOH or EGI or any of its assets or
properties or (ii) result in the creation of any Lien, other than Permitted
Liens, upon the Management Business.

     (n) Solvency.  Each of EOP, EOH and EGI has been and will be solvent at
all times prior to and immediately following the transfer of the Management
Business to the Operating Partnership.

     (o) No Misrepresentations.  To Knowledge, no representation, warranty or
statement made, or information provided, by EOP, EOH, EGI or any Opportunity
Partnership in this Contribution Agreement or in any other document or
instrument furnished or to be furnished by or on behalf of EOP, EOH or EGI or
any Opportunity Partnership pursuant hereto (i) contains or will contain any
untrue statement of a material fact or (ii) intentionally omits or will
intentionally omit to state a material fact necessary to make the statements
contained herein or therein not misleading when read together with all other
such documents and instruments.

     (p) Schedule of Liabilities and Assets.  The schedule of liabilities and
assets which Equity Office hereby agrees to deliver at or prior to Closing,
calculated as of the Final Valuation Date in respect to the Management
Business, shall be true, correct and complete in all material respects;
provided that, for these purposes, a liability which has not been asserted in
writing or is otherwise based on a written agreement shall not be deemed to
exist unless it is for goods and services provided or agreed to be provided and
shall not include liabilities for which the Operating Partnership agrees that
there are valid defenses to payment which are reasonably likely to prevail.

     3.4 LEGENDING.

     Each certificate representing the Units (and any Common Shares that might
be exchanged therefor) shall bear the a legend substantially in the form set
forth below:

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE COMPANY AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE,
TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE
ACT AND UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.

     In addition, the Common Shares for which the Units might be exchanged
shall also bear a legend which generally provides the following:

THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE
COMPANY'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").  SUBJECT TO CERTAIN
FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE COMPANY'S
DECLARATION OF TRUST, (1) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN
THE COMPANY'S

                                       17

<PAGE>   19



COMMON SHARES IN EXCESS OF 9.9% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS
MORE RESTRICTIVE) OF THE OUTSTANDING COMMON SHARES OF THE COMPANY; (2) NO
PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN COMMON SHARES THAT WOULD RESULT
IN THE COMPANY BEING "CLOSELY HELD" UNDER SECTION 856(H) OF THE CODE OR
OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (3) NO PERSON MAY
TRANSFER COMMON SHARES IF SUCH TRANSFER WOULD RESULT IN THE SHARES OF
BENEFICIAL INTEREST OF THE COMPANY BEING OWNED BY FEWER THAN 100 PERSONS.  ANY
PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR
CONSTRUCTIVELY OWN COMMON SHARES WHICH CAUSES OR WILL CAUSE A PERSON TO
BENEFICIALLY OR CONSTRUCTIVELY OWN COMMON SHARES IN EXCESS OF THE ABOVE
LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY.  IF ANY OF THE RESTRICTIONS ON
TRANSFER OR OWNERSHIP ARE VIOLATED, THE COMMON SHARES REPRESENTED HEREBY WILL
BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR
MORE CHARITABLE BENEFICIARIES.  IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON
THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF TRUSTEES IN ITS SOLE
DISCRETION IF THE BOARD OF TRUSTEES DETERMINES THAT OWNERSHIP OR A TRANSFER OR
OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE.  FURTHERMORE, UPON
THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE
RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO.  ALL UNDERSCORED TERMS IN
THIS LEGEND HAVE THE MEANINGS DEFINED IN THE DECLARATION OF TRUST OF THE
COMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH,
INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH
HOLDER OF COMMON SHARES ON REQUEST AND WITHOUT CHARGE.  REQUESTS FOR SUCH A
COPY MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY.

     4. COVENANTS OF CONTRIBUTORS

        From the date hereof through the Closing, each of the Opportunity
Partnerships shall itself and shall cause each of its Titleholders to conduct
its business and Equity Office shall conduct the Management Business, in each
case, in the ordinary course, consistent with past practice, and shall not
itself and shall not cause or permit any of its Titleholders to or, in the case
of Equity Office, in respect to the Management Business shall not:

        (i) Enter into any material transaction not in the ordinary course of
business;

        (ii) Sell or transfer any material assets of the Titleholders or the
Management Business; provided that nothing contained herein shall be deemed to
constitute a limitation on the right of (w) any Opportunity Partnership to
distribute to its partners net proceeds from the sale of non-office assets; (x)
any Opportunity Partnership to distribute to its partners, or reserve for
future distribution to its partners, amounts which it believes to be necessary
for the continued qualification of any limited partner thereof as a real estate
investment trust; (y) EOP and EOH to distribute to their respective members,
and EGI to distribute to its shareholders, cash generated from the operation of
the Management Business for the period prior to the Closing Date; or (z)
Opportunity Partnership I to distribute, directly or indirectly, to its
partners its entire right, title and interest in ZML-Swansea Mall Limited
Partnership;


                                       18


<PAGE>   20




        (iii) Mortgage, pledge or encumber (or permit to become further 
encumbered except by Permitted Liens) any Titleholder Interests or the 
Management Business;

        (iv) Materially amend, modify or terminate any material agreements
(including, without limitation, those agreements which constitute Management
Contracts) or other instruments to which any of the Titleholders or the
Management Business are a party except such agreements or instruments that may
terminate pursuant to their own terms prior to Closing; or

        (v) Materially alter the manner of keeping the Titleholders' or the
Management Business' books, accounts or records or the accounting practices
therein reflected.

     5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; REMEDIES; INDEMNIFICATION.

        5.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; REMEDY FOR BREACH.

        All of the representations and warranties contained in this Contribution
Agreement or in any document delivered pursuant hereto shall survive the
Closing for a period of one (1) year from and after the Closing.  Any claim for
indemnification under Sections 5.3 hereof must be asserted in writing by the
Indemnified Party, as the case may be, stating the nature of the Losses and the
basis for the indemnification therefor within one (1) year from and after the
Closing. If so asserted in writing within one (1) year from and after the
Closing, such claims for indemnification shall survive until resolved by mutual
agreement between the parties to such claim or until final judicial
determination.  Any claim for indemnification not so asserted in writing within
one (1) year from and after the Closing shall not thereafter be asserted and
shall forever be waived.

        5.2 INDEMNIFICATION BY OPERATING PARTNERSHIP.

        The Operating Partnership hereby agrees to indemnify and hold harmless
each of the Opportunity Partnerships, each of their constituent partners,
Equity Office, its members and shareholders and each of their respective
directors, members, managers, officers, employees, agents, representatives and
affiliates (each an "Indemnified Contributor Party") of and from and against
any and all Losses asserted against, imposed upon or incurred by the
Indemnified Contributor Party in connection with: (i) any breach of a
representation or warranty of the Operating Partnership contained in this
Contribution Agreement; (ii) any liabilities or obligations incurred, arising
from or out of, in connection with or as a result of any Claims made or Actions
brought by or against the Opportunity Partnership, the Titleholders, the
Properties or an Indemnified Contributor Party, that arise from or out of, in
connection with or as a result of any Contamination of the Properties
regardless of when or how occurring, except to the extent, and only to the
extent, such Losses arise from a breach of a representation and warranty of the
Indemnified Contributor Party under Section 3.2 hereof; (iii) the operation or
ownership of the Properties or the Titleholder Interests, whether before or
after Closing (except to the extent such loss is attributable to a breach of a
representation or warranty of the Indemnified Contributor Party contained
herein); and (iv) all fees, costs and expenses incurred in connection with the
actions contemplated by this Contribution Agreement, including without
limitation any and all costs associated with the transfers contemplated herein.


                                       19


<PAGE>   21




     5.3 INDEMNIFICATION BY CONTRIBUTORS.

         Each Contributor hereby agrees to indemnify and hold harmless the
Operating Partnership and its affiliates and each of their respective
directors, managers, officers, employees, agents, representatives and
affiliates (each of which is an "Indemnified Party") from and against any and
all losses, claims, liabilities, damages, costs and expenses ("Loss") asserted
against, imposed upon or incurred by the Indemnified Party in connection with
or as a result of any breach of a representation or warranty of such
Contributor contained in this Contribution Agreement or in any document
delivered by the Contributor pursuant to this Contribution Agreement (with any
such breach being determined solely for purposes of this Section 5.3 without
regard to whether such breach has a Material Adverse Effect on the Operating
Partnership).

         In addition, EOH, EOP and EGI hereby agree to indemnify and hold 
harmless the Operating Partnership from and against any and all Losses 
asserted against, imposed upon or incurred by the Operating Partnership as a 
result of its ownership or operation of the Management Business but only to 
the extent that such Losses are attributable to the period prior to the 
Closing Date.

     5.4 NOTICE AND DEFENSE OF CLAIMS.

         As soon as reasonably practicable after receipt by the Indemnified
Party of notice of any liability or claim incurred by or asserted against the
Indemnified Party that is subject to indemnification under this Section 5, the
Indemnified Party shall give notice thereof to the Contributor, including
liabilities or claims to be applied against the indemnification threshold
established pursuant to Section 5.5 hereof.  The Indemnified Party may at its
option demand indemnity under this Section 5 as soon as a claim has been
threatened by a third party, regardless of whether any actual Losses have been
suffered, so long as the Indemnified Party shall in good faith determine that
such claim is not frivolous and that the Indemnified Party may be liable for,
or otherwise incur,  Losses as a result thereof and shall give notice of such
determination to the Contributor.  The Indemnified Party shall permit the
Contributor, at its option and expense, to assume the defense of any such claim
by counsel selected by the Contributor and reasonably satisfactory to the
Indemnified Party, and to settle or otherwise dispose of the same; provided,
however, that the Indemnified Party may at all times participate in such
defense at its expense; and provided further, however, that the Contributor
shall not, in defense of any such claim, except with the prior written consent
of the Indemnified Party in its sole and absolute discretion, consent to the
entry of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff in question
to the Indemnified Party and its affiliates a release of all liabilities in
respect of such claims, or that does not result only in the payment of money
damages.  If the Contributor shall fail to undertake such defense within 30
days after such notice, or within such shorter time as may be reasonable under
the circumstances, then the Indemnified Party shall have the right to undertake
the defense, compromise or settlement of such liability or claim on behalf of
and for the account of the Contributor.

     5.5 LIMITATIONS ON AND THRESHOLD FOR INDEMNIFICATION

     (a) No Contributor shall be liable under Sections 3.2, 3.3 or 5.3 hereof
unless and until the aggregate amount recoverable from Indemnifying Parties
under the

                                       20


<PAGE>   22



indemnification provisions  set forth in Section 5.3 exceeds $250,000;
provided, however, that once the total amount recoverable from Indemnifying
Parties exceeds $250,000 in the aggregate, the Contributor's obligation under
Section 5.3 hereof shall be for the full amount of such obligation.

     (b) Notwithstanding anything contained herein to the contrary, no
Opportunity Partnership shall be liable or obligated to make payments under
this Agreement or any document delivered pursuant to its terms to the extent
such payments when aggregated with any payments made by its parent ZML REIT
under Section 6.3 of the Merger Agreement would exceed the net realizable value
(calculated from time to time as of the date or dates on which claims are paid
hereunder) of one percent (1%) of the Shares issued or which may be issued in
exchange for Units issued to such Opportunity Partnership pursuant to Section
1.3 hereof.

     (c) Notwithstanding anything contained herein to the contrary, neither
EOH, EOP or EGI, nor any one or several of them, shall collectively be liable
pursuant to this Agreement for an amount which is greater than Fifteen Million
Dollars ($15,000,000) in the aggregate.

  6. MISCELLANEOUS

     6.1 FURTHER ASSURANCES.

     Each of the Contributors shall take such other actions and execute such
additional documents following the Closing as the Operating Partnership may
reasonably request in order to effect the transactions contemplated hereby.

     6.2 COUNTERPARTS.

     This Contribution Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

     6.3 GOVERNING LAW.

     This Contribution Agreement shall be governed by the internal laws of the
State of Illinois, without regard to the choice of law provisions thereof.

     6.4 NOTICES.

     Any notice to be given hereunder by any party to the other shall be given
in writing by personal delivery or by registered or certified mail, postage
prepaid, return receipt requested, and shall be deemed communicated as of the
date of personal delivery (including delivery by overnight courier).  Mailed
notices shall be addressed as set forth below, but any party may change the
address set forth below by written notice to other parties in accordance with
this Section 7.4.

                                     21

<PAGE>   23



TO THE OPPORTUNITY PARTNERSHIPS:    TO EQUITY OFFICE:
c/o Rosenberg & Liebentritt, P.C.   c/o  Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza           Two North Riverside Plaza
Suite 1515                          Suite 1515
Chicago, Illinois  60606            Chicago, Illinois  60606
Attn.: Donald J. Liebentritt        Attn.: Donald J. Liebentritt
Tel: 312.466.3362                   Tel: 312.466.3362
Fax: 312.454.0335                   Fax: 312.454.0335


TO THE OPERATING PARTNERSHIP:
c/o Equity Office Properties Trust
Two North Riverside Plaza
Suite 2200
Chicago, Illinois  60606
Attn.: Chief Legal Counsel
Tel: 312.466.3362
Fax: 312.559.5021

     IN WITNESS WHEREOF, the parties have executed this Contribution Agreement
as of the date first written above.

                           "OPERATING PARTNERSHIP"

                          EOP OPERATING LIMITED PARTNERSHIP,
                          a Delaware limited partnership



                              By:  EQUITY OFFICE PROPERTIES TRUST, a  
                                   Maryland real estate investment trust


                                        By:
                                              -------------------------------
                                        Name:
                                              -------------------------------
                                        Title:
                                              -------------------------------
                      


                                       22

<PAGE>   24

      "CONTRIBUTOR"
      
      
      Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership,
      an Illinois limited partnership
      
      By:    ZML Partners Limited Partnership, an Illinois limited 
             partnership, its general partner
      
             By:    ZM Investors Limited Partnership, an Illinois limited 
                    partnership, its general partner
      
                    By:    ZM, Inc., an Illinois corporation, its general
                           partner
      
                           By:
                                -------------------------------------------
                           Its:
                                -------------------------------------------
      
      Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership 
      II, an Illinois limited partnership
      
      By:    ZML Partners Limited Partnership II, an Illinois limited 
             partnership, its general partner
      
             By:    ZM Investors Limited Partnership II, an Illinois 
                    limited partnership, its general partner
      
                    By:  Zell/Merrill II, Inc., an Illinois corporation,
                         its general partner
      
      
                        By:
                             -----------------------------------------------
                        Its:
                             -----------------------------------------------
      

      Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership 
      III, an Illinois limited partnership

      By:    ZML Partners Limited Partnership III, an Illinois
             limited partnership, its general partner

             By:    ZM Investors Limited Partnership III, an Illinois 
                    limited partnership, its general partner
                
                     By:      Zell/Merrill III, Inc., an Illinois corporation, 
                              its general partner


                              By:
                                   -----------------------------------------

                              Its:   
                                   -----------------------------------------





                                       23

<PAGE>   25




Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership IV, an 
Illinois limited partnership

By:    ZML Partners Limited Partnership IV, an Illinois
       limited partnership, its general partner

      By:    ZM Investors Limited Partnership IV, an
             Illinois limited partnership, its general partner

             By:     Zell/Merrill IV, Inc., an Illinois corporation, its 
                     general partner
                 
                     By:
                           -----------------------------------------------
                     Its:
                           -----------------------------------------------

     EQUITY OFFICE HOLDINGS, L.L.C.


     By:
         ---------------------------------------------
     Its:
         ---------------------------------------------

     EQUITY OFFICE PROPERTIES, L.L.C.


     By:
           ---------------------------------------------
     Its:
           ---------------------------------------------


     EQUITY GROUP INVESTMENTS, INC.


     By:
           ---------------------------------------------
    Its:
           ---------------------------------------------

                                       24

<PAGE>   26






               SCHEDULE OF EXHIBITS TO CONTRIBUTION AGREEMENT



<TABLE>
<S>          <C>
Exhibit A-1  Constituent Interests of Opportunity Partnership I Titleholder Interests
                       
Exhibit A-2  Constituent Interests of Opportunity Partnership II Titleholder Interests

Exhibit A-3  Constituent Interests of Opportunity Partnership III Titleholder Interests

Exhibit A-4  Constituent Interests of Opportunity Partnership IV Titleholder Interests

Exhibit B    Titleholders' Real Property Interests

Exhibit C    Management Business

Exhibit D    Opportunity Partnership Assignment and Assumption Agreement

Exhibit E    Bill of Sale

Exhibit F    Assignment and Assumption of Intangible Rights

Exhibit G    Amended and Restated Agreement of Limited Partnership for the Operating Partnership

Exhibit H    Assignment and Assumption of Management Business Agreement

Exhibit I    Management Business Bill of Sale

Exhibit J-1  Amendment to Partnership Agreement for Opportunity Partnership 1

Exhibit J-2  Amendment to Partnership Agreement for Opportunity Partnership 2

Exhibit J-3  Amendment to Partnership Agreement for Opportunity Partnership 3

Exhibit J-4  Amendment to Partnership Agreement for Opportunity Partnership 4

Exhibit K    Merger Agreement

Exhibit L    Title Policies

Exhibit M    Schedule of Third Party Rights to Acquire Interests in Titleholders

Exhibit N    Pending Condemnations

Exhibit O    Schedule of Environmental Reports

Exhibit P    Schedule of Pending Claims
</TABLE>



<PAGE>   27







                                   EXHIBIT C
                                       TO
                             CONTRIBUTION AGREEMENT

                     MANAGEMENT BUSINESS TO BE CONTRIBUTED



Management Agreements:

As specified on Schedule C-1 as attached




Office Personal Property:

1. All Office furniture and Equipment of EOH and EOP.

2. All Telephone System Equipment of EOH and EOP.

3. All Data Processing Systems and Equipment of EOH and EOP.

4. All Deposits held by EOH and EOP for the account of third parties.

Excluded Assets:

      (a)  income tax refunds;

      (b)  Equity Office's corporate records, including without
           limitation, Limited Liability Company Agreements, minute books and
           other records having to do exclusively with the legal organization
           of Equity Office;

      (c)  except as specified above, all cash, cash equivalents and
           accounts receivable;

      (d)  all leasing commissions due Equity Office as a result of
           leases, extensions or amendments which are identified in a schedule
           of "protected transactions" to be submitted to the Operating
           Partnership at the Closing but only if such leases, extensions or
           amendments are executed on or before the sixtieth (60th) day after
           the Closing Date;

      (e)  all other management fees, acquisition fees,
           leasing/supervisory fees, development fees, engineering, consulting
           or other fees due Equity Office for services rendered prior to the
           Closing Date;

      (f)  the benefit of all insurance policies to the extent they
           insure the Management Business prior to the Closing Date; and


<PAGE>   28





      (g)  a five percent (5%) undivided interest in (x) all Management
           Contracts with ownership entities whose beneficial owners include
           entities which are not direct or indirect partners in an Opportunity
           Partnership and (y) the Management Contract for the Plaza at LaJolla
           Village (collectively the "Third Party Management Business").



<PAGE>   29




                                    GLOSSARY


     The following terms have the meanings set forth below.  Terms which are
not defined below shall have the meaning set forth for those terms as defined
in the Contribution Agreement:

     Actions: Means all actions, complaints, charges, accusations,
investigations, petitions, suits or other proceedings, whether civil or
criminal, at law or in equity, or before any arbitrator or Governmental Entity.

     Claims:  Means claims, disputes, actions, suits, arbitrations, proceedings
or investigations pending or, to Knowledge, threatened in writing that directly
or indirectly affect any of the Contributors, the Titleholders, the Properties
or the Management Business.

     Consolidation Expenses:  Means all costs and expenses incurred in
structuring and consummating the consolidation of the four Opportunity
Partnerships and the merger of the four ZML REITs (collectively, the
"Consolidation") including, but not limited to, legal fees, accounting fees and
all other costs and expenses in connection with (a) the formation and
organization of the Operating Partnerships and the Company, (b) the structuring
of the terms and conditions of the Consolidation, (c) the offering and issuance
of the Units and common shares in the Company, (d) all steps taken to conduct
the transaction in compliance with applicable federal and state corporate,
partnership, securities and other laws, (e) the receipt of all necessary
consents and approvals, including those required from regulatory bodies on or
before (and remaining in effect at the consummation of) the Consolidation, (f)
the solicitation of consents from the Investors in each of the ZML REITs and
the Opportunity Partnerships to participate in the Consolidation, (g) the
acquisition by the Operating Partnership in the Consolidation of the assets and
the existing liabilities of each of the Operating Partnerships, (h) fairness
opinions, and (i) engagement of any financial advisor to the shareholders of
the ZML REITs or owners of Units in the Opportunity Partnerships.

     Contamination:  Means emissions, discharges, releases or threatened
releases of "Hazardous Materials," substances, pollutants, contaminants or
hazardous or toxic substances, materials or wastes whether solid, liquid or
gaseous in nature, into the air, surface water, ground water or land, or
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of substances, pollutants, contaminants or
hazardous or toxic substances, materials, or wastes, whether solid, liquid or
gaseous in nature.

     Environmental Law:  Means all applicable statutes, regulations, rules,
ordinances, codes, licenses, permits, orders, demands, approvals,
authorizations and similar items of all governmental agencies, departments,
commissions, boards, bureaus or instrumentalities of the United States, states
and political subdivisions thereof and all applicable judicial, administrative
and regulatory decrees, judgments and orders relating to the protection of
human health or the environment as in effect on the Closing Date, including all
requirements as of the Closing Date, including but not limited to those
pertaining to reporting, licensing, permitting, investigation, removal and
remediation of Contamination, including without limitation: (x) the
Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.
Section  9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C.
Section  6901 et seq.), the Clean Air Act (42 U.S.C. Section  7401 et seq.),
the Federal Water Pollution Control Act (33 U.S.C. Section


<PAGE>   30



1251), the Safe Drinking Water Act (42 U.S.C. 300 et seq.), the Toxic
Substances Control Act (15 U.S.C. 2601 et seq.), the Endangered Species Act (16
U.S.C. 1531 et seq.), the Emergency Planning and Community Right-to-Know Act of
1986 (42 U.S.C. 1001 et seq.), and (y) applicable state and local statutory and
regulatory schemes pertaining to hazardous materials.

     Governmental Entity:  Means any government or agency, bureau, board,
commission, court, department, official, political subdivision, tribunal or
other instrumentality of any government, whether federal, state or local,
domestic or foreign.

     Hazardous Material:  Means any substance:

     (i) the presence of which requires investigation or remediation under any
Environmental Law action or policy, administrative request or civil complaint
under the foregoing or under common law; or

     (ii) which is controlled, regulated or prohibited under any Environmental
Law as in effect as of the Closing Date, including the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601
et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901
et seq.); or

     (iii) which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic or otherwise hazardous and as of the
Closing Date is regulated by any governmental authority, agency, department,
commission, board, agency or instrumentality of the United States, or any state
or any political subdivision thereof having or asserting jurisdiction over the
Properties; or

     (iv) the presence of which on, under or about, a Property poses a hazard
to the health or safety of persons on or about such Property; or

     (v) which contains gasoline, diesel fuel or other petroleum hydrocarbons,
polychlorinated biphenyls (PCBs) or asbestos or asbestos-containing materials
or urea formaldehyde foam insulation; or

     (vi) radon gas.

     Indemnifying Party:  Means any party required to indemnify any other party
under Section 5.3 hereof.

     Knowledge:  Means, with respect to any representation or warranty so
indicated (whether or not made by Equity Office or an Opportunity Partnership),
the actual knowledge (without any imputation or the obligation to make any
investigation whatsoever) of every regional manager and every officer
(including the Chairman of the Board) of Equity Office Holdings, L.L.C., Equity
Office Properties, L.L.C. or Equity Group Investments, Inc. whose title is
Senior Vice President or higher.

     Known Contamination:  Means Contamination currently existing on or
affecting the applicable Property as of the Closing, and which such
Contamination is disclosed in



<PAGE>   31



environmental reports received by the Contributor or the Titleholders on or
before the Closing (the "Environmental Reports").

     Lease:  All Leases affecting one or several of the Properties to which a
Titleholder is a lessor or by which a Titleholder or Property is bound or
subject.

     Liens:  Means, with respect to any real and personal property, all
mortgages, pledges, liens, options, charges, security interests, restrictions,
prior assignments, encumbrances, covenants, encroachments, assessments, rights
of others, licenses, easements, liabilities or claims of any kind or nature
whatsoever, direct or indirect, including, without limitation, interests in or
claims to revenues generated by such property.

     Losses:  Means, any and all claims, losses, damages, liabilities and
expenses, including, without limitation, amounts paid in settlement, reasonable
attorneys' fees, costs of investigation and remediation, costs of
investigative, judicial or administrative proceedings or appeals therefrom, and
costs of attachment or similar bonds.

     "Material Adverse Effect" means the consequence of any event,
circumstance, occurrence or condition which, either individually or together
with all other such events, circumstances, occurrences or conditions described
in Section 2.1, in the judgment of the Company, is likely to have a material
adverse effect on the assets, business, financial condition, results of
operations or prospects of the Operating Partnership and its subsidiaries,
taken as a whole; provided that, for these purposes, an insured casualty loss
or a taking by way of condemnation or assignment in lieu of condemnation shall
not be considered in determining whether there has been a Material Adverse
Effect.

     Net Proration Amount:  Means, for each Opportunity Partnership's
Contributed Opportunity Partnership Assets, a sum calculated in accordance with
a proration schedule prepared by such Opportunity Partnership, but subject to
the Operating Partnership's reasonable approval, calculated as of the Final
Valuation Date describing all then-known liabilities (exclusive of liabilities
for mortgage indebtedness then having a term greater than one year) and
receivables of such Contributor and its affiliated Titleholders [which, for
these purposes may be estimated in good faith and shall be deemed to include as
an asset any sums held in escrow for the payment of real estate taxes,
insurance or other costs of ownership or operation of the Properties and may be
subject to creation of such reserves and, in the case of accounts receivables,
such credit quality adjustments as the Contributor and the Operating
Partnership reasonably deem appropriate].

     Permitted Liens:  Means (a) Liens, or deposits made to secure the release
of such Liens, securing taxes, the payment of which is not delinquent or the
payment of which is actively being contested in good faith by appropriate
proceedings diligently pursued;

     (b) Zoning laws and ordinances generally applicable to the districts in
which the Properties are located which are not violated, to any material
extent, by the existing structures or present uses thereof;

     (c) Liens imposed by laws, such as carriers', warehousemen's and
mechanics' liens, and other similar liens arising in the ordinary course of
business which secure



<PAGE>   32



payment of obligations not more than 60 days past due or which are being
contested in good faith by appropriate proceedings diligently pursued;

     (d) non-exclusive easements for public utilities, minor encroachments,
rights of access or other non-monetary matters that do not have a material
adverse effect upon, or materially interfere with the use of, the Properties;

     (e) any exceptions contained in the Title Policies; and

     (f) Liens arising through the Operating Partnership.

     Person:  Means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or governmental entity.

     REIT Shares: Shall have the meaning set forth in the OP Agreement.

     S-11 Registration Statement:  Means the Company's S-11 Registration
Statement for the offering of Common Shares filed with the Securities and
Exchange Commission under date of May 7, 1997, as it may be amended from time
to time.

     Third-Party Management Business:  Collectively, all Management Contracts
with ownership entities whose beneficial owners include entities which are not
direct or indirect partners in an Opportunity Partnership; and the Management
Contract for the Plaza at LaJolla Village.

     ZML REIT: Shall mean any of ZML Investors, Inc., ZML Investors II, Inc.,
Zell/Merrill Lynch Real Estate Opportunity Partners III Trust or Zell/Merrill
Lynch Real Estate Opportunity Partners IV Trust, each of which is a limited
partner of Opportunity Partnership I, Opportunity Partnership II, Opportunity
Partnership III or Opportunity Partnership IV respectively (collectively, the
"ZML REITs").






<PAGE>   1


   
                                                                   EXHIBIT 10.6
    


                                MERGER AGREEMENT

                       DATED AS OF __________ ___, 1997,

                                     AMONG

                        EQUITY OFFICE PROPERTIES TRUST,

                              ZML INVESTORS, INC.,

                            ZML INVESTORS II, INC.,

                         ZELL/MERRILL LYNCH REAL ESTATE
                         OPPORTUNITY PARTNERS III TRUST

                                      AND

                         ZELL/MERRILL LYNCH REAL ESTATE
                         OPPORTUNITY PARTNERS IV TRUST






<PAGE>   2


          THIS MERGER AGREEMENT (this "Agreement") dated as of _____________
___, 1997 is made and entered into among Equity Office Properties Trust, a
Maryland real estate investment trust (the "Company"), ZML Investors, Inc., a
Delaware corporation ("ZML REIT I"), ZML Investors II, Inc., a Delaware
corporation ("ZML REIT II"), Zell/Merrill Lynch Real Estate Opportunity
Partners III Trust, a Maryland real estate investment trust ("ZML REIT III"),
and Zell/Merrill Lynch Real Estate Opportunity Partners IV Trust, a Maryland
real estate investment trust ("ZML REIT IV" and, together with ZML REIT I, ZML
REIT II and ZML REIT III, the "ZML REITs").

                                    RECITALS

        (a)Certain capitalized terms used herein shall have the meanings        
assigned to them in Section 8.1.

        (b)The Boards of Directors or Boards of Trustees, as applicable, of the 
Company and each of the ZML REITs and the shareholders of each of the ZML REITs
have approved the merger of each of the ZML REITs with and into the Company as
set forth below (the "Mergers"), upon the terms and subject to the conditions
set forth in this Agreement, whereby (i) each issued and outstanding share of
common stock, par value $.01 per share, of ZML REIT I (the "ZML I Common
Stock") will be converted into the right to receive the ZML I Merger
Consideration (as defined below); (ii) each issued and outstanding share of
Class A common stock, par value $.01 per share, of ZML REIT II (the "ZML II
Class A Common Stock") will be converted into the right to receive the ZML II
Class A Merger Consideration (as defined below); (iii) each issued and
outstanding share of Class B common stock, par value $.01 per share, of ZML
REIT II (the "ZML II Class B Common Stock," and together with the ZML II Class
A Common Stock the "ZML II Common Stock") will be converted into the right to
receive the ZML II Class B Contingent Merger Consideration (as defined below);
(iv) each issued and outstanding Class A common share of beneficial interest,
par value $.01 per share, of ZML REIT III (the "ZML III Class A Common Shares")
will be converted into the right to receive the ZML III Merger Consideration
(as defined below); (v) each issued and outstanding Class B share of beneficial
interest, par value $.01 per share, of ZML REIT III (the "ZML III Class B
Common Shares," and together with the ZML III Class A Common Shares the "ZML
III Common Shares") will be converted into the right to receive the ZML III
Class B Contingent Merger Consideration (as defined below); and (vi) each
issued and outstanding common share of beneficial interest, par value $.01 per
share, of ZML REIT IV (the "ZML IV Common Shares" and, together with the ZML I
Common Stock, the ZML II Common Stock and the ZML III Common Shares, the "ZML
REIT Shares") will be converted into the right to receive the ZML IV Merger
Consideration (as defined below).

        (c)The Company and each of the ZML REITs desire to make certain 
representations, warranties, covenants and agreements in connection with the
Merger and also to prescribe various conditions to the Merger.

        (d)For federal income tax purposes it is intended that the Merger       
qualify as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code").


<PAGE>   3


        NOW, THEREFORE, in consideration of the representations, warranties,    
covenants and agreements contained in this Agreement, the parties hereto agree
as follows:

ARTICLE I

THE MERGER


         SECTION 1.1  THE MERGER.

                 Upon the terms and subject to the conditions set forth in this
Agreement, and in accordance with the corporation law of Delaware (the
"Corporation Law") and the Maryland General Corporation Law, as applicable to
real estate investment trusts ("MGCL"), each of the ZML REITs shall be merged
with and into the Company at the Effective Time.  Following the Merger, the
separate corporate existence of each of the ZML REITs shall cease and the
Company shall continue as the surviving corporation (the "Surviving
Corporation") and shall succeed to and assume all the rights and obligations of
each ZML REIT in accordance with the MGCL.

         SECTION 1.2  CLOSING.

                 The closing of the Merger will take place at 10:00 a.m. on a
date to be specified by the parties, which (subject to satisfaction or waiver
of the conditions set forth in Sections 5.2 and 5.3) shall be no later than the
second business day after satisfaction or waiver of the conditions set forth in
Section 5.1 (the "Closing Date"), at the offices of Rosenberg & Liebentritt,
P.C., Two North Riverside Plaza, Suite 1515, Chicago, Illinois, unless another
date or place is agreed to by the parties hereto.

         SECTION 1.3  EFFECTIVE TIME.

                 As soon as practicable following the satisfaction or waiver of
the conditions set forth in Article V, the parties shall file certificates of
merger or other appropriate documents (the "Certificates of Merger") executed
in accordance with the Corporation Law and articles of merger or other
appropriate documents (the "Articles of Merger") executed in accordance with
the MGCL and shall make all other filings or recordings required under the
Corporation Law or the MGCL.  The Merger shall become effective upon the later
of:  (i) the issuance of all certificates of merger by the State Department of
Assessments and Taxation of Maryland ("SDAT") in accordance with the MGCL and
(ii) the filing of the Certificates of Merger with the Secretary of State of
the State of Delaware, or at such later time which the Company and the ZML
REITs have agreed upon and designated in such filings in accordance with
applicable law (the time the Merger becomes effective being the "Effective
Time"), it being understood that the parties shall cause the Effective Time to
occur on the Closing Date.

         SECTION 1.4  EFFECTS OF THE MERGER.

                 The Merger shall have the effects set forth in the Corporation 
Law and the MGCL.


<PAGE>   4


         SECTION 1.5  DECLARATION OF TRUST.

                 The Declaration of Trust of the Company, as in effect
immediately prior to the Effective Time, shall be the Declaration of Trust of
the Surviving Corporation, until duly amended in accordance with applicable
law. The Bylaws of the Company, as in effect immediately prior to the Effective
Time, shall be the Bylaws of the Surviving Corporation.

ARTICLE II

EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
CONSTITUENT CORPORATIONS AND REAL ESTATE INVESTMENT TRUSTS; EXCHANGE OF
CERTIFICATES

         SECTION 2.1  EFFECT ON CAPITAL STOCK.

                 By virtue of the Merger and without any action on the part of
the holder of any ZML REIT Shares or the holder of any shares of beneficial
interest of the Company:

                 (A)      CANCELLATION OF TREASURY STOCK.

                 As of the Effective Time, (i) any shares of capital stock of
ZML REIT I that are owned by ZML REIT I or any ZML I Subsidiary (as defined
below), (ii) any shares of capital stock of ZML REIT II that are owned by ZML
REIT II or any ZML II Subsidiary, (iii) any shares of beneficial interest of
ZML REIT III that are owned by ZML REIT III or any ZML III Subsidiary and (iv)
any shares of beneficial interest of ZML REIT IV that are owned by ZML REIT IV
or any ZML IV Subsidiary shall automatically be canceled and retired and all
rights with respect thereto shall cease to exist, and no consideration shall be
delivered in exchange therefor.

                 (B)      CONVERSION OF ZML I COMMON STOCK.

                 Upon the Effective Time, each issued and outstanding share of
ZML I Common Stock (other than any shares to be canceled in accordance with
Section 2.1(a)) shall be converted into the right to receive from the Company
____________ fully paid and nonassessable common shares of beneficial interest,
par value $.01 per share, of the Company (each a "Company Common Share").  As
of the Effective Time, all shares of ZML I Common Stock shall no longer be
outstanding and shall automatically be canceled and retired and all rights with
respect thereto shall cease to exist, and each holder of a certificate
representing any such shares of ZML I Common Stock shall cease to have any
rights with respect thereto, except the right to receive, upon surrender of
such certificate, certificates representing the Company Common Shares required
to be delivered under this Section 2.1(b) and any cash in lieu of fractional
shares of Company Common Shares to be issued or paid in consideration therefor
upon surrender of such certificate (the "ZML I Merger Consideration") as set
forth in Section 2.2(e), and any dividends or other distributions to which such
holder is entitled pursuant to Section 2.2(b), in each case without interest
and less any required withholding taxes.


<PAGE>   5


                 (C)      CONVERSION OF ZML II COMMON STOCK.

                 Upon the Effective Time, (i) each issued and outstanding share
of ZML II Class A Common Stock (other than any shares to be canceled in
accordance with Section 2.1(a)) shall be converted into the right to receive
from the Company ____________ fully paid and nonassessable Company Common
Shares, and (ii) each issued and outstanding share of ZML II Class B Common
Stock (other than any shares to be canceled in accordance with Section 2.1(a))
shall be converted into the right to receive one-one million two hundred seven
thousand three hundred sixty eighth (1/1,207,368) of any ZML II Class B
Contingent Shares (as defined in, and determined as set forth in, Section 2.4)
(the "ZML II Class B Contingent Merger Consideration").  As of the Effective
Time, all shares of ZML II Common Stock shall no longer be outstanding and
shall automatically be canceled and retired and all rights with respect thereto
shall cease to exist, and each holder of a certificate representing any such
shares of ZML II Common Stock shall cease to have any rights with respect
thereto, except the right to receive, upon surrender of such certificate, (x)
in the case of the ZML II Class A Common Stock, certificates representing the
Company Common Shares required to be delivered under this Section 2.1(c) and
any cash in lieu of fractional shares of Company Common Shares to be issued or
paid in consideration therefor upon surrender of such certificate (the "ZML II
Class A Merger Consideration") as set forth in Section 2.2(e), and any
dividends or other distributions to which such holder is entitled pursuant to
Section 2.2(b), and (y) in the case of the ZML II Class B Common Stock, the ZML
II Class B Contingent Merger Consideration, if any, when and if payable, as
determined pursuant to Section 2.4, in each case without interest and less any
required withholding taxes.

                 (D)      CONVERSION OF ZML III COMMON SHARES.

                 Upon the Effective Time, (i) each issued and outstanding ZML
III Class A Common Share (other than any shares to be canceled in accordance
with Section 2.1(a)) shall be converted into the right to receive from the
Company (i) ____________ fully paid and nonassessable Company Common Shares,
and (ii) each issued and outstanding ZML III Class B Common Share (other than
any shares to be canceled in accordance with Section 2.1(a)) shall be converted
into the right to receive __________% of any ZML III Class B Contingent Shares
(as defined in, and determined as set forth in, Section 2.4) (the "ZML III
Class B Contingent Merger Consideration").  As of the Effective Time, all ZML
III Common Shares shall no longer be outstanding and shall automatically be
canceled and retired and all rights with respect thereto shall cease to exist,
and each holder of a certificate representing any such ZML III Common Shares
shall cease to have any rights with respect thereto, except the right to
receive, upon surrender of such certificate, (x) in the case of the ZML III
Class A Common Shares, certificates representing the Company Common Shares
required to be delivered under this Section 2.1(d) and any cash in lieu of
fractional shares of Company Common Shares to be issued or paid in
consideration therefor upon surrender of such certificate (the "ZML III Class A
Merger Consideration") as set forth in Section 2.2(e), and any dividends or
other distributions to which such holder is entitled pursuant to Section
2.2(b), and (y) in the case of the ZML III Class B Common Shares, the ZML III
Class B Contingent Merger Consideration, if any, when and if payable, as
determined pursuant to Section 2.4 in each case without interest and less any
required withholding taxes.


<PAGE>   6

                 (E)      CONVERSION OF ZML IV COMMON SHARES.

                 Upon the Effective Time, each issued and outstanding ZML IV
Common Share (other than any shares to be canceled in accordance with Section
2.1(a)) shall be converted into the right to receive from the Company
____________ fully paid and nonassessable Company Common Shares.  As of the
Effective Time, all ZML IV Common Shares shall no longer be outstanding and
shall automatically be canceled and retired and all rights with respect thereto
shall cease to exist, and each holder of a certificate representing any such
ZML IV Common Shares shall cease to have any rights with respect thereto,
except the right to receive, upon surrender of such certificate, certificates
representing the Company Common Shares required to be delivered under this
Section 2.1(e) and any cash in lieu of fractional shares of Company Common
Shares to be issued or paid in consideration therefor upon surrender of such
certificate (the "ZML IV Merger Consideration" and, together with the ZML I
Merger Consideration, the ZML II Class A Merger Consideration, the ZML II Class
B Merger Consolidation, ZML III Class A Merger Consideration, the ZML III Class
B Contingent Merger Consolidation, the "Merger Consideration") as set forth in
Section 2.2(e), and any dividends or other distributions to which such holder
is entitled pursuant to Section 2.2(b), in each case without interest and less
any required withholding taxes.


                 (F)      COMPANY COMMON SHARES.

                 Upon the Effective Time, each Company Common Share outstanding
immediately prior to the Effective Time shall remain outstanding and shall
represent one validly issued, fully paid and nonassessable Company Common
Share.

         SECTION 2.2  EXCHANGE OF CERTIFICATES.

                 (A)      EXCHANGE AGENT.

                 Prior to the Effective Time, the Company shall appoint
______________ or another bank or trust company reasonably acceptable to each
of the ZML REITs to act as exchange agent (the "Exchange Agent") for the
exchange of the Merger Consideration upon surrender of certificates
representing issued and outstanding ZML REIT Shares ("Certificates").  Each ZML
REIT shall deposit with the Exchange Agent, immediately prior to the Effective
Time, from its own assets (including, without limitation, distributions
received by such ZML REIT from the "opportunity partnership" in which such ZML
REIT is a limited partner) an amount of cash sufficient for the payment of the
Final ZML REIT Dividend (as defined in Section 2.2(b)) to be paid by such ZML
REIT.  None of the cash to pay the Final ZML REIT Dividends shall be provided,
directly or indirectly, by or from the assets of the Company.

                 (B)      RECORD DATES FOR FINAL DIVIDENDS; DISTRIBUTIONS 
                 WITH RESPECT TO UNEXCHANGED SHARES.

                          (i)     For the taxable year of each of the ZML REITs
ending at the Effective Time, each ZML REIT shall declare a dividend (each, a
"Final ZML REIT Dividend") to holders of such ZML REIT's ZML REIT Shares, the
record date for which shall be close of business on the last business day prior
to the Effective Time, in an amount equal to the minimum dividend sufficient to
permit such ZML REIT both to satisfy such requirements and to avoid any United
States federal income tax for such year (and any preceding taxable year) or


<PAGE>   7

any excise tax pursuant to Section 4982 of the Code.  The dividends payable
hereunder to holders of ZML REIT Shares shall be paid upon presentation of the
Certificates for exchange in accordance with this Article II.

                          (ii)    No dividends or other distributions with
respect to Company Common Shares with a record date after the Effective Time
shall be paid to the holder of any unsurrendered Certificate with respect to
the Company Common Shares represented thereby, and no cash payment in lieu of
fractional shares shall be paid to any such holder pursuant to Section 2.2(e),
in each case until the surrender of such Certificate in accordance with this
Article II.  Subject to the effect of applicable escheat laws, following
surrender of any such Certificate there shall be paid to the holder of such
Certificate, without interest, (i) at the time of such surrender, the amount of
any cash payable in lieu of any fractional Company Common Share to which such
holder is entitled pursuant to Section 2.2(e) and (ii) if such Certificate is
exchangeable for one or more whole Company Common Shares, (x) at the time of
such surrender the amount of dividends or other distributions with a record
date after the Effective Time theretofore paid with respect to such whole
Company Common Shares and (y) at the appropriate payment date, the amount of
dividends or other distributions with a record date after the Effective Time
but prior to such surrender and with a payment date subsequent to such
surrender payable with respect to such whole Company Common Shares.

                 (C)      NO FURTHER OWNERSHIP RIGHTS IN ZML REIT SHARES.

                 All Merger Consideration payable upon the surrender of
Certificates in accordance with the terms of this Article II (and any cash paid
pursuant to Section 2.2(e)) (which shall including amounts payable as ZML II
Class B Contingent Merger Consideration and ZML III Class B Contingent Merger
Consolidation) shall be deemed to have been paid in full satisfaction of all
rights pertaining to the ZML REIT Shares theretofore represented by such
Certificates; provided, however, that each ZML REIT 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 such ZML REIT on such ZML REIT's respective ZML REIT
Shares 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 any ZML REIT of the ZML REIT Shares
which were outstanding immediately prior to the Effective Time.  If, after the
Effective Time, Certificates are presented to the Surviving Corporation for any
reason, they shall be canceled and exchanged as provided in this Article II.

                 (D)      NO LIABILITY.

                 None of the Company, the ZML REITs 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.

                 (E)      NO FRACTIONAL SHARES.

                          (i)     No certificates or scrip representing
fractional Company Common Shares shall be issued upon the surrender for
exchange of Certificates, and such fractional


<PAGE>   8

share interests will not entitle the owner thereof to vote, to receive
dividends or to any other rights of a stockholder of the Company.

                          (ii)    Notwithstanding any other provision of this
Agreement, each holder of ZML REIT Shares exchanged pursuant to the Merger who
would otherwise have been entitled to receive a fraction of a Company Common
Share (after taking into account all Certificates delivered by such holder)
shall receive, from the Exchange Agent in accordance with the provisions of
this Section 2.2(e), a cash payment in lieu of such fractional Company Common
Share, as applicable based on the initial public offering price of the Company
Common Shares.

         SECTION 2.3  ESCROW OF COMPANY COMMON SHARES.

                 (i) Five percent (5%) of the Company Common Shares to be
received by each shareholder of ZML REIT I as part of the Merger Consideration
and (ii) ten percent (10%) of the Company Common Shares to be received by each
shareholder of ZML REIT II, ZML REIT III and ZML REIT IV as part of the Merger
Consideration (other than any Common Shares to be received as ZML II Class B
Contingent Consideration or ZML III Class B Contingent Consideration), shall be
deposited by the recipient shareholder into escrow on the Closing Date pursuant
to those certain Escrow Agreements dated as of ____________ ___, 1997 between
the Company and ___________, as escrow agent, relating to each of the ZML
REITs.  The Escrow Agreements are attached hereto as Exhibits A.1, A.2, A.3 and
A.4.  The Exchange Agent, as agent for such shareholders, shall receive such
Company Common Shares on behalf of the shareholders of the ZML REITs and shall
deliver them to __________, as escrow agent, on behalf of such shareholders to
hold and apply in accordance with the terms of the applicable Escrow Agreement.

         SECTION 2.4  CONTINGENT ISSUANCE OF COMPANY COMMON SHARES.

                 (A)      ZML II CLASS B CONTINGENT CONSIDERATION.

                 If the Company, as the successor to ZML REIT II, shall receive
from Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership II
("Opportunity Partnership II") units of limited partnership interest in EOP
Operating Limited Partnership ("Units") that constitute a Class B Distribution
(as defined below), the Company shall issue one Company Common Share for each
such Unit received (each such Company Common Share is referred to as a ZML II
Class B Contingent Share).  The ZML II Class B Contingent Shares shall be
issued to the former holders of the ZML II Class B Common Stock at the
Effective Time of the Merger, with the holder of each share of ZML II Class B
Common Stock entitled to receive one-one million two hundred seven thousand
three hundred sixty eighth (1/1,207,368) of any ZML II Class B Contingent
Shares issued by the Company.  In lieu of any fractional ZML II Class B
Contingent Shares, each former holder of ZML II Class B Common Stock who would
be entitled to receive a fraction of a ZML II Class B Contingent Share shall in
lieu thereof receive a cash payment representing the fair value, as determined
by the Company, of such fraction of a ZML II Class B Contingent Share.


<PAGE>   9


                          Class B Distribution" shall mean with respect to
Opportunity Partnership II, any distribution to the Company pursuant to Section
5.04(C) or Section 5.05(C)(4) of the Agreement of Limited Partnership of
Opportunity Partnership II (the "Opportunity Partnership II Agreement") to the
extent such distribution is determined in accordance with ZML REIT II's Table
2.13(ii) Amount as set forth in Section 2.13 of the Opportunity Partnership II
Agreement.

                 (B)      ZML III CLASS B CONTINGENT CONSIDERATION.

                 If the Company, as the successor to ZML REIT III, shall
receive from Zell Merrill Lynch Real Estate Opportunity Partners Limited
Partnership III ("Opportunity Partnership III") Units  that constitute a Class
B Distribution (as defined below), the Company shall issue one Company Common
Share for each such Unit received (each such Company Common Share is referred
to as a ZML III Class B Contingent Share).  The ZML III Class B Contingent
Shares shall be issued to the former holders of the ZML III Class B Common
Shares at the Effective Time of the Merger, with the holder of each ZML III
Class B Common Share entitled to receive one-_______________________________
(1/_________) of any ZML III Class B Contingent Shares issued by the Company.
In lieu of any fractional ZML III Class B Contingent Shares, each former holder
of ZML III Class B Common Shares who would be entitled to receive a fraction of
a ZML III Class B Contingent Share shall in lieu thereof receive a cash payment
representing the fair value, as determined by the Company, of such fraction of
a ZML III Class B Contingent Share.

                 "Class B Distribution" shall mean with respect to Opportunity
 Partnership III, any distribution to the Company pursuant to Section 5.04(D)
 or Section 5.05(C)(4) of the Agreement of Limited Partnership of Opportunity
 Partnership III (the "Opportunity Partnership III
Agreement") to the extent such distribution is determined in accordance with
ZML REIT III's Table 2.14 Amount as set forth in Section 2.14 of the
Opportunity Partnership III Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

         SECTION 3.1  REPRESENTATIONS AND WARRANTIES OF THE ZML REITS.

                 Each ZML REIT represents and warrants as to itself to the
Company as follows:

                 (A)      ORGANIZATION, STANDING AND CORPORATE OR TRUST POWER
                 OF ZML REIT.

                 The ZML REIT is a corporation duly organized and validly
existing under the laws of Delaware or a real estate investment trust organized
and validly existing under the laws of Maryland, as applicable, and has the
requisite corporate or trust power and authority to carry on its business as
now being conducted.  The ZML REIT is duly qualified or licensed to do business
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 have a
material adverse effect on the business, properties, assets, financial
condition or results of operations of the ZML REIT taken as a whole (a "ZML
REIT


<PAGE>   10

Material Adverse Effect").  The ZML REIT has delivered to the Company complete
and correct copies of its Certificate of Incorporation or Declaration of Trust,
as applicable, and Bylaws, each as amended to the date of this Agreement.

                 (B)      CAPITAL STRUCTURE.

                 The authorized and, as of the date hereof, issued and
outstanding capital stock or shares of beneficial interest of the ZML REIT is
as set forth on Schedule 3.1(b) attached hereto.  On the date of this
Agreement, except as set forth on Schedule 3.1(b), no shares of capital stock
or shares of beneficial interest or other voting securities of the ZML REIT
were issued, reserved for issuance or outstanding.  There are no outstanding
stock appreciation rights relating to the capital stock or shares of beneficial
interest of the ZML REIT.  All outstanding shares of capital stock or shares of
beneficial interest of the ZML REIT are duly authorized, validly issued, fully
paid and nonassessable and not subject to preemptive rights.  There are no
bonds, debentures, notes or other indebtedness of the ZML REIT having the right
to vote (or convertible into, or exchangeable for, securities having the right
to vote) on any matters on which shareholders of the ZML REIT may vote.  Except
as set forth in Schedule 3.1(b), 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 the ZML REIT is a
party or by which such entity is bound, obligating the ZML REIT to issue,
deliver or sell, or cause to be issued, delivered or sold, additional shares of
capital stock or shares of beneficial interest, voting securities or other
ownership interests of the ZML REIT or obligating the ZML REIT to issue, grant,
extend or enter into any such security, option, warrant, call, right,
commitment, agreement, arrangement or undertaking (other than to the ZML REIT).
Except as set forth on Schedule 3.1(b), there are no outstanding contractual
obligations of the ZML REIT to repurchase, redeem or otherwise acquire any
shares of capital stock or shares of beneficial interest of the ZML REIT or
make any material investment (in the form of a loan, capital contribution or
otherwise) in any person.

                 (C)      AUTHORITY; NONCONTRAVENTION; CONSENTS.

                 The ZML REIT has the requisite corporate or trust power and
authority to enter into this Agreement and, including approval of this
Agreement by the vote of the holders of such ZML REIT's ZML REIT Shares
required to approve this Agreement and the transactions contemplated hereby
(the "ZML REIT Shareholder Approvals"), to consummate the transactions
contemplated by this Agreement to which the ZML REIT is a party.  The execution
and delivery of this Agreement by the ZML REIT and the consummation by the ZML
REIT of the transactions contemplated by this Agreement to which the ZML REIT
is a party have been duly authorized by all necessary corporate or trust action
on the part of the ZML REIT.  This Agreement has been duly executed and
delivered by the ZML REIT and constitutes a valid and binding obligation of the
ZML REIT, enforceable against the ZML REIT in accordance with its terms.
Except as set forth in Schedule 3.1(c) attached hereto, the execution and
delivery of this Agreement by the ZML REIT do not, and the consummation of the
transactions contemplated by this Agreement to which the ZML REIT is a party
and compliance by the ZML REIT 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 obligation or to loss of a
material benefit under, or result in the creation of any lien upon any of the
properties or assets of the ZML REIT under, (i) the Certificate of
Incorporation or Declaration of Trust, as applicable, or the Bylaws of the ZML
REIT, (ii) any loan


<PAGE>   11

or credit agreement, note, bond, mortgage, indenture, reciprocal easement
agreement, lease or other agreement, instrument, permit, concession, contract,
franchise or license applicable to the ZML REIT or its properties or assets or
(iii) subject to the governmental filings and other matters referred to in the
following sentence, any judgment, order, decree, statute, law, ordinance, rule
or regulation (collectively, "Laws") applicable to the ZML REIT or its
properties or assets, other than, in the case of clause (ii) or (iii), any such
conflicts, violations, defaults, rights or liens that individually or in the
aggregate would not (x) have a ZML REIT Material Adverse Effect or (y) prevent
the consummation of the transactions contemplated by this Agreement.  No
consent, approval, order or authorization of, or registration, declaration or
filing with, any federal, state or local government or any court,
administrative or regulatory agency or commission or other governmental
authority or agency, domestic or foreign (a "Governmental Entity"), is required
by or with respect to the ZML REIT in connection with the execution and
delivery of this Agreement by the ZML REIT or the consummation by the ZML REIT
of the transactions contemplated by this Agreement, except for (i) the filing
of the Articles of Merger with the SDAT and the Certificates of Merger with the
Secretary of State of the State of Delaware and (ii) such other consents,
approvals, orders, authorizations, registrations, declarations and filings (A)
as are set forth in Schedule 3.1(c), (B) as may be required under (x) federal,
state or local environmental laws or (y) the "blue sky" laws of various states
or (C) which, if not obtained or made, would not prevent or delay in any
material respect the consummation of any of the transactions contemplated by
this Agreement or otherwise prevent the ZML REIT from performing its
obligations under this Agreement in any material respect or have, individually
or in the aggregate, a ZML REIT Material Adverse Effect.

                 (D)      TAXES.

                          (i)     The ZML REIT has (A) 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; and (B) paid all Taxes shown on such returns and reports as required
to be paid by it, and the most recent financial statements of the ZML REIT
reflect an adequate reserve for all material Taxes payable by the ZML REIT for
all taxable periods and portions thereof through the date of such financial
statements.  True, correct and complete copies of all federal, state and local
Tax returns and reports for the ZML REIT, and all written communications
relating thereto, have been delivered or made available to representatives of
the Company.  Since the date of the last ZML REIT financial statements made
available to the Company, the ZML REIT has incurred no liability for taxes
under Sections 857(b), 860(c) or 4981 of the Code, and the ZML REIT has not
incurred any material liability for Taxes other than in the ordinary course of
business.  To the knowledge of the ZML REIT, 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 the ZML
REIT.  Except as set forth on Schedule 3.1(d) attached hereto, to the knowledge
of the ZML REIT, no deficiencies for any Taxes have been proposed, asserted or
assessed against the ZML REIT, and no requests for waivers of the time to
assess any such Taxes are pending.  As used in this Agreement, "Taxes" shall
include all federal, state, local and foreign income, property, sales, excise
and other taxes, tariffs or governmental charges of any nature whatsoever,
together with penalties, interest or additions to Tax with respect thereto.

                          (ii)    The ZML REIT (A) for all taxable years
commencing with 1989, 1992, 1994 and 1996 for ZML REIT I, ZML REIT II, ZML REIT
III and ZML REIT IV,


<PAGE>   12

respectively, through December 31, 1996 has qualified for taxation as a real
estate investment trust (a "REIT") within the meaning of the Code, (B) has
operated, and intends to continue to operate, in such a manner as to qualify as
a REIT for the tax year ending December 31, 1997, and (C) 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 the ZML REIT's knowledge, no such
challenge is pending or threatened.  The ZML REIT does not hold 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 (y) that is
subject to a consent filed pursuant to Section 341(f) of the Code and the
regulations thereunder.

                 (E)      INVESTMENT COMPANY ACT OF 1940.

                 The ZML REIT is not, and at the Effective Time will not be,
required to be registered under the Investment Company Act of 1940, as amended
(the "1940 Act").

         SECTION 3.2  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

                 The Company represents and warrants to each of the ZML REITs
as follows:

                 (A)      ORGANIZATION, STANDING AND TRUST POWER OF THE
                 COMPANY.

                 The Company is a real estate investment trust duly organized
and validly existing under the laws of Maryland and has the requisite trust
power and authority to carry on its business as now being conducted.  The
Company is duly qualified or licensed to do business 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 have a material adverse
effect on the business, properties, assets, financial condition or results of
operations of the Company taken as a whole (a "Company Material Adverse
Effect").  The Company has delivered to each of the ZML REITs complete and
correct copies of its Declaration of Trust and Bylaws, each as amended to the
date of this Agreement.

                 (B)      CAPITAL STRUCTURE.

                 The authorized and, as of the date hereof, issued and
outstanding capital stock of the Company is as set forth on Schedule 3.2(b)
attached hereto.  On the date of this Agreement, except as set forth on
Schedule 3.2(b), no shares of capital stock or other voting securities of the
Company were issued, reserved for issuance or outstanding.  There are no
outstanding stock appreciation rights relating to the capital stock of the
Company.  All outstanding shares of capital stock of the Company are duly
authorized, validly issued, fully paid and nonassessable and not subject to
preemptive rights.  There are no bonds, debentures, notes or other indebtedness
of the Company having the right to vote (or convertible into, or exchangeable
for, securities having the right to vote) on any matters on which shareholders
of Company may vote.  Except as set forth in Schedule 3.2(b), 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 the Company is a party or by which such entity is bound, obligating the
Company 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 the


<PAGE>   13

Company or obligating the Company to issue, grant, extend or enter into any
such security, option, warrant, call, right, commitment, agreement, arrangement
or undertaking (other than to the Company).  Except as set forth on Schedule
3.2(b), there are no outstanding contractual obligations of the Company to
repurchase, redeem or otherwise acquire any shares of capital stock of the
Company or make any material investment (in the form of a loan, capital
contribution or otherwise) in any person.

                 (C)      AUTHORITY; NONCONTRAVENTION; CONSENTS.

                 The Company has the requisite trust power and authority to
enter into this Agreement and to consummate the transactions contemplated by
this Agreement to which the Company is a party.  The execution and delivery of
this Agreement by the Company and the consummation by the Company of the
transactions contemplated by this Agreement to which the Company is a party
have been duly authorized by all necessary trust action on the part of the
Company.  This Agreement has been duly executed and delivered by the Company
and constitutes a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.  Except as set forth in
Schedule 3.2(c) attached hereto, the execution and delivery of this Agreement
by the Company do not, and the consummation of the transactions contemplated by
this Agreement to which the Company is a party and compliance by the Company
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 obligation or to loss of a material benefit under, or result in the
creation of any lien upon any of the properties or assets of the Company under,
(i) the Declaration of Trust or the Bylaws of the Company, (ii) any loan or
credit agreement, note, bond, mortgage, indenture, reciprocal easement
agreement, lease or other agreement, instrument, permit, concession, contract,
franchise or license applicable to the Company or its properties or assets or
(iii) subject to the governmental filings and other matters referred to in the
following sentence, any Laws applicable to the Company or its properties or
assets, other than, in the case of clause (ii) or (iii), any such conflicts,
violations, defaults, rights or liens that individually or in the aggregate
would not (x) have a Company Material Adverse Effect or (y) prevent the
consummation of the transactions contemplated by this Agreement.  No consent,
approval, order or authorization of, or registration, declaration or filing
with, any Governmental Entity is required by or with respect to the Company in
connection with the execution and delivery of this Agreement by the Company or
the consummation by the Company of the transactions contemplated by this
Agreement, except for (i) the filing of the Articles of Merger with the SDAT
and the Certificates of Merger with the Secretary of State of the State of
Delaware and (ii) such other consents, approvals, orders, authorizations,
registrations, declarations and filings (A) as are set forth in Schedule
3.2(c), (B) as may be required under (x) federal, state or local environmental
laws or (y) the "blue sky" laws of various states or (C) which, if not obtained
or made, would not prevent or delay in any material respect the consummation of
any of the transactions contemplated by this Agreement or otherwise prevent the
Company from performing its obligations under this Agreement in any material
respect or have, individually or in the aggregate, a Company Material Adverse
Effect.

                 (D)      TAXES.

                 The Company is organized in conformity with the requirements
for qualification as a REIT under the Code, and the method of operation of the
Company will permit the


<PAGE>   14

Company to meet the requirements for taxation as a REIT under the Code
beginning with its taxable year ending December 31, 1997 and continuing for its
subsequent taxable years.

                 (E)      INVESTMENT COMPANY ACT OF 1940.

                 The Company is not, and at the Effective Time will not be,
required to be registered under the 1940 Act.

ARTICLE IV

COVENANTS

         SECTION 4.1  CONDUCT OF BUSINESS BY THE ZML REITS.

                 During the period from the date of this Agreement to the
Effective Time, each of the ZML REITs shall carry on its businesses in the
usual, regular and ordinary course in substantially the same manner as
heretofore conducted and, to the extent consistent therewith, use commercially
reasonable efforts to preserve intact its current business organization,
goodwill and ongoing businesses.

         SECTION 4.2   TAX TREATMENT.

                 Each of the ZML REITs and the Company shall use its reasonable
best efforts to cause the Merger to qualify as a reorganization under the
provisions of Section 368(a) of the Code.

ARTICLE V

CONDITIONS PRECEDENT

         SECTION 5.1  CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE
         MERGER.

                 The respective obligation of each party to effect the Merger
and to consummate the other transactions contemplated to occur on the Closing
Date is subject to the satisfaction or waiver on or prior to the Effective Time
of the following conditions:

                 (A)      LISTING OF SHARES.

                 The New York Stock Exchange shall have approved for listing
the Company Common Shares to be issued in the Merger.

                 (B)      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


<PAGE>   15

preventing the consummation of the Merger or any of the other transactions
contemplate hereby shall be in effect.

                 (C)      BLUE SKY LAWS.

                 The Company shall have received all state securities or "blue
sky" permits and other authorizations necessary to issue the Company Common
Shares comprising the Merger Consideration.

                 (D)      CERTAIN ACTIONS AND CONSENTS.

                 All material actions by or in respect of or filings with any
Governmental Entity required for the consummation of the transactions
contemplated hereby shall have been obtained or made.

                 (E)      ISSUANCE OF FAIRNESS OPINION.

                 J.P. Morgan Securities, Inc. shall have delivered to the Board
of Director or Board of Trustees, as applicable, of each of the ZML REITs a
fairness opinion substantially in the form attached as Exhibit B hereto.

         SECTION 5.2  CONDITIONS TO OBLIGATION OF THE COMPANY.

                 The obligation of the Company to effect the Merger 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 the Company:

                 (A)      REPRESENTATIONS AND WARRANTIES.

                 The representations and warranties of each of the ZML REITs
set forth in this Agreement shall be true and correct as of the Closing Date,
as though made on and as of the Closing Date, except to the extent the
representation or warranty is expressly limited by its terms to another date,
and the Company shall have received certificates (which certificates may be
qualified by knowledge to the same extent as such representations and
warranties are so qualified) signed on behalf of each of the ZML REITs by the
chief executive officer or the chief financial officer of such ZML REIT to such
effect.  This condition shall be deemed satisfied unless any or all breaches of
each ZML REIT's representations and warranties in this Agreement (without
giving effect to any materiality qualification or limitation) is reasonably
expected to have a ZML REIT Material Adverse Effect.

                 (B)      MATERIAL ADVERSE CHANGE.

                 Since the date of this Agreement, there shall have been no
Material Adverse Change as to any ZML REIT.

                 (C)      CONSENTS.

                 All consents and waivers  from third parties described in
Section 3.1(c) shall have been obtained, other than such consents and waivers
from third parties, which, if not


<PAGE>   16

obtained, would not result, individually or in the aggregate, in a ZML REIT
Material Adverse Effect or a Company Material Adverse Effect.

                 Notwithstanding the foregoing, the Company shall not be
obligated to effect the Merger if the failure of one or more of the conditions
set forth in Sections 5.2(a), 5.2(b) and 5.2(c) to be satisfied, in the
aggregate, causes a Company Material Adverse Effect.

         SECTION 5.3  CONDITIONS TO OBLIGATIONS OF THE ZML REITS.

                 The obligations of each of the ZML REITs to effect the Merger
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 each ZML REIT:

                 (A)      REPRESENTATIONS AND WARRANTIES.

                 The representations and warranties of the Company set forth in
this Agreement 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 the representation or warranty is expressly limited by its terms to
another date, and each ZML REIT shall have received a certificate (which
certificate may be qualified by knowledge to the same extent as the
representations and warranties of the Company contained herein are so
qualified) signed on behalf of the Company by the Company's chief executive
officer and chief financial officer to such effect.  This condition shall be
deemed satisfied unless any or all breaches of the Company's representations
and warranties in this Agreement (without giving effect to any materiality
qualification or limitation) is reasonably expected to have a Company Material
Adverse Effect.

                 (B)      CONSENTS.

                 All consents and waivers from third parties described in
Section 3.5(c) shall have been obtained, other than such consents and waivers
from third parties, which, if not obtained, would not have a ZML REIT Material
Adverse Effect or a Company Material Adverse Effect.

                 Notwithstanding the foregoing, no ZML REIT shall be obligated
to effect the Merger if the failure of one or more of the conditions set forth
in Sections 5.3(a) and 5.3(b) to be satisfied, in the aggregate, causes such
ZML REIT a ZML REIT Material Adverse Effect.


<PAGE>   17


ARTICLE VI

SURVIVAL OF REPRESENTATIONS AND
WARRANTIES; REMEDIES; INDEMNIFICATION

         SECTION 6.1  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; REMEDY FOR
         BREACH.

                 All of the representations and warranties contained in this
Merger Agreement or in any document delivered pursuant hereto shall survive the
Effective Time for a period of one (1) year from and after the Effective Time.
Any claim for indemnification under Section 6.3 must be asserted in writing by
the Indemnified Party, as the case may be, stating the nature of the Losses and
the basis for the indemnification therefor within one (1) year from and after
the Effective Time. If so asserted in writing within one (1) year from and
after the Effective Time, such claims for indemnification shall survive until
resolved by mutual agreement between the parties to such claim or until final
judicial determination.  Any claim for indemnification not so asserted in
writing within one (1) year from and after the Effective Time shall not
thereafter be asserted and shall forever be waived.

         SECTION 6.2  INDEMNIFICATION BY COMPANY.

                 The Company hereby agrees to indemnify and hold harmless each
of the ZML REITs, each of their respective directors, officers, employees,
agents, representatives and affiliates (each an "Indemnified Party") from and
against any and all Losses asserted against, imposed upon or incurred by the
Indemnified Party in connection with any breach of a representation or warranty
of the Company contained in this Merger Agreement.

         SECTION 6.3  INDEMNIFICATION BY ZML REITS.

                 Each ZML REIT hereby agrees to indemnify and hold harmless the
Company and its affiliates and each of their respective directors, managers,
officers, employees, agents, representatives and affiliates (each of which is
an "Indemnified Party") from and against any and all losses, claims,
liabilities, damages, costs and expenses ("Loss") asserted against, imposed
upon or incurred by the Indemnified Party in connection with or as a result of
any breach of a representation or warranty of such ZML REITs contained in this
Merger Agreement or in any document delivered by the ZML REITs pursuant to this
Merger Agreement (with any such breach being determined solely for purposes of
this Section 6.3 without regard to whether such breach has a Material Adverse
Effect on the Company).

         SECTION 6.4  NOTICE AND DEFENSE OF CLAIMS.

                 As soon as reasonably practicable after receipt by the
Indemnified Party of notice of any liability or claim incurred by or asserted
against the Indemnified Party that is subject to indemnification under this
Section 6 the Indemnified Party shall give notice thereof to the ZML REIT,
including liabilities or claims to be applied against the indemnification
threshold established pursuant to Section 6.5 hereof.  The Indemnified Party
may at its option demand indemnity under this Article VI as soon as a claim has
been threatened by a third party,


<PAGE>   18

regardless of whether any actual Losses have been suffered, so long as the
Indemnified Party shall in good faith determine that such claim is not
frivolous and that the Indemnified Party may be liable for, or otherwise incur,
Losses as a result thereof and shall give notice of such determination to the
ZML REIT.  The Indemnified Party shall permit the ZML REIT, at its option and
expense, to assume the defense of any such claim by counsel selected by the ZML
REIT and reasonably satisfactory to the Indemnified Party, and to settle or
otherwise dispose of the same; provided, however, that the Indemnified Party
may at all times participate in such defense at its expense; and provided
further, however, that the ZML REIT shall not, in defense of any such claim,
except with the prior written consent of the Indemnified Party in its sole and
absolute discretion, consent to the entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff in question to the Indemnified Party and its
affiliates a release of all liabilities in respect of such claims, or that does
not result only in the payment of money damages.  If the ZML REIT shall fail to
undertake such defense within 30 days after such notice, or within such shorter
time as may be reasonable under the circumstances, then the Indemnified Party
shall have the right to undertake the defense, compromise or settlement of such
liability or claim on behalf of and for the account of the ZML REIT.

         SECTION 6.5  LIMITATIONS ON AND THRESHOLD FOR INDEMNIFICATION.

                 (a)      No ZML REIT shall be liable under Sections 3.1 or 6.3
hereof unless and until the aggregate amount recoverable from Indemnifying
Parties under the indemnification provisions  set forth in Section 6.3 exceeds
$250,000 provided, however, that once the total amount recoverable from
Indemnifying Parties exceeds $250,000 in the aggregate, the ZML REIT's
obligation under Section 6.3 shall be for the full amount of such obligation.

                 (b)      Notwithstanding anything contained herein to the
contrary, no ZML REIT shall be liable or obligated to make payments under this
Agreement on any document deliveries pursuant to its terms to the extent such
payments; when aggregated with any payments made by its subsidiary Opportunity
Partnership under Section 5.3 of the Contribution Agreement, would exceed the
net realizable value (calculated from time to time as of the date or dates on
which claims are paid hereunder) of one percent (1%) of the Company Common
Shares issued or which may be issued in exchange for Units issued to such
Opportunity Partnership pursuant to Section 1.3 of the Contribution Agreement.

ARTICLE VII

TERMINATION, AMENDMENT AND WAIVER

        SECTION 7.1  TERMINATION.This Agreement may be terminated at any
time prior to the filing of the Certificates of Merger with the Secretary of
State of the State of Delaware and the filing of the Articles of Merger with
the SDAT:

                 (a)      by mutual written consent duly authorized by the
respective Boards of Directors or Boards of Trustees of each ZML REIT and the
Company;


<PAGE>   19


                 (b)      by the Company, upon a breach of any representation,
warranty, covenant or agreement on the part of any ZML REIT set forth in this
Agreement, or if any representation or warranty of the Company shall have
become untrue, in either case such that the condition set forth in Section
5.2(a) or 5.2(b), as the case may be, would be incapable of being satisfied by
March 31, 1998 (or as otherwise extended);

                 (c)      by any ZML REIT, upon a breach of any representation,
warranty, covenant or agreement on the part of the Company set forth in this
Agreement, or if any representation or warranty of the Company shall have
become untrue, in either case such that the conditions set forth in Section
5.3(a) would be incapable of being satisfied by March 31 , 1998 (or as
otherwise extended);

                 (d)      by any ZML REIT or the Company, if any judgment,
injunction, order, decree or action by any Governmental Entity of competent
authority preventing the consummation of the Merger shall have become final and
nonappealable; and

                 (e)      by any ZML REIT or the Company, if the Merger shall
not have been consummated before  March 31 , 1998; provided, however, that a
party that has willfully and materially breached a representation, warranty or
covenant of such party set forth in this Agreement shall not be entitled to
exercise its right to terminate under this Section 6.1(e).

         SECTION 7.2  EFFECT OF TERMINATION.

                 In the event of termination of this Agreement by any ZML REIT
or the Company 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 any ZML REIT or the Company, other than Article VI and except to the extent
that such termination results from a material breach by a party of any of its
representations, warranties, covenants or agreements set forth in this
Agreement.

         SECTION 7.3  AMENDMENT.

                 This Agreement may be amended by the parties in writing by
action of their respective Boards of Directors or Boards of Trustees at any
time before or after any Shareholder Approvals are obtained and prior to the
filing of the Certificates of Merger with the Secretary of State of the State
of Delaware and the Articles of Merger with SDAT; provided, however, that,
after the Shareholder Approvals are obtained, no such amendment, modification
or supplement shall alter the amount or change the form of the consideration to
be delivered to each ZML REIT's shareholders or alter or change any of the
terms or conditions of this Agreement if such alteration or change would
adversely affect the Company's shareholders or any ZML REIT's shareholders.

         SECTION 7.4  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 representations and
warranties of the other party contained in this Agreement or in any document
delivered pursuant to this Agreement or (c) subject to the


<PAGE>   20

proviso of Section 7.3, waive compliance with any of the agreements or
conditions of the other party contained in this Agreement.  Any agreement on
the part of a party to any such extension or waiver shall be valid only if set
forth in an instrument in writing signed on behalf of such party.  The failure
of any party to this Agreement to assert any of its rights under this Agreement
or otherwise shall not constitute a waiver of those rights.

ARTICLE VIII

GENERAL PROVISIONS

         SECTION 8.1  CERTAIN DEFINITIONS.

                 For purposes of this Agreement:

                 "Material Adverse Change" means, with respect to a party
hereto, any change that would have a ZML REIT Material Adverse Effect or a
Company Material Adverse Effect, as applicable.

                 "Subsidiary" of any person means any corporation, partnership,
limited liability company, joint venture or other legal entity of which such
person (either directly or through or together with another Subsidiary of such
person) owns 20% or more of the capital stock or other equity interests of such
corporation, partnership, limited liability company, joint venture or other
legal entity.

         SECTION 8.2  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 parties.

         SECTION 8.3  GOVERNING LAW.

                 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,
EXCEPT TO THE EXTENT THAT THE MERGER OR OTHER TRANSACTIONS CONTEMPLATED HEREBY
ARE REQUIRED TO BE GOVERNED BY THE CORPORATION LAW.

         SECTION 8.4  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.


<PAGE>   21


     SECTION 8.6  SEVERABILITY. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under any current or future law, and if the
rights or obligations of the parties under this Agreement would not be
materially and adversely affected thereby, such provision shall be fully
separable, and this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part thereof,
the remaining provisions of this Agreement shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance therefrom.  In lieu of such illegal, invalid or
unenforceable provision, there shall be added automatically as a part of this
Agreement, a legal, valid and enforceable provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible, and the parties
hereto request the court or any arbitrator to whom disputes relating to this
Agreement are submitted to reform the otherwise illegal, invalid or
unenforceable provision in accordance with this Section 8.7.


<PAGE>   22


                 IN WITNESS WHEREOF, each of the Company, ZML REIT I, ZML REIT
II, ZML REIT III and ZML REIT IV has caused this Agreement to be signed by its
respective officers thereunto duly authorized, all as of the date first written
above.
                         Equity Office Properties Trust


                         By:   __________________________________________
                               Name:
                               Title:


                         ZML Investors, Inc.


                         By:   __________________________________________
                               Name:
                               Title:


                         ZML Investors II, Inc.


                         By:    __________________________________________
                                Name:
                                Title:


                         Zell/Merrill Lynch Real Estate Opportunity Partners 
                             III Trust


                         By:    __________________________________________
                                Name:
                                Title:


                         Zell/Merrill Lynch Real Estate Opportunity Partners 
                             IV Trust


                         By:    __________________________________________
                                Name:
                                Title:    


                                     21

<PAGE>   1
   
                                                                   EXHIBIT 10.7
    


                           INDEMNIFICATION AGREEMENT

     THIS INDEMNIFICATION AGREEMENT (the "Agreement") is entered into as of
__________________, 1997, by and between Equity Office Properties Trust
("EOP"), a Maryland real estate investment trust, and  (the "Indemnitee").

     WHEREAS, the Indemnitee is an officer or a member of the Board of Trustees
of EOP and in such capacity is performing a valuable service for EOP;

     WHEREAS, the law of EOP's state of organization permits EOP to enter into
contracts with its officers or members of its Board of Trustees with respect to
indemnification of such persons; and

     WHEREAS, to induce the Indemnitee to continue to provide services to EOP
as an officer or a member of the Board of Trustees, and to provide the
Indemnitee with specific contractual assurance that indemnification will be
available to the Indemnitee regardless of, among other things, any amendment to
or revocation of EOP's Amended and Restated Declaration of Trust ("Declaration
of Trust"), or any acquisition transaction relating to EOP, EOP desires to
provide the Indemnitee with protection against personal liability.

      NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, EOP and the Indemnitee hereby agree as follows:

1.    DEFINITIONS.

      For purposes of this Agreement:

      (A)  "Change in Control" shall mean a change in the possession,
           directly or indirectly, of the power to direct or cause the
           direction of the management and policies of EOP, or any successor in
           interest thereto, whether through the ownership of voting
           securities, by contract or otherwise, including but not limited to a
           change which would be required to be reported under Item 6(e) of
           Schedule 14A of Regulation 14A promulgated under the Securities
           Exchange Act of 1934 as in effect on the date hereof (the "Exchange
           Act") or as may otherwise be determined pursuant to a resolution of
           the Board of Trustees.  A rebuttable presumption of a Change in
           Control shall be created by any of the following which first occur
           after the date hereof and EOP shall have the burden of proof to
           overcome such presumption:

             i.   the ability of any "Person" (as such term is
                  defined in Sections 13(d) and 14(d) of the Exchange  Act)
                  together with an "Affiliate" or "Associate" (as defined in
                  Rule 12b-2 of the Exchange Act) or "Group" (within the
                  meaning of Section 13(d)(3) of the Exchange Act) to exercise
                  or direct the exercise of 20% or more of the combined voting
                  power of all outstanding shares of beneficial interest of EOP
                  in the election of its trustees ("Interested Party")
                  (provided, however, "Interested Party" shall not include an
                  agent,

<PAGE>   2

                  broker, nominee, custodian or trustee, solely in their
                  capacity as such, for one or more persons who do not
                  individually or as a group possess such power),

             ii.  during any period of two consecutive years,
                  individuals who at the beginning of such period constitute
                  the Board of Trustees of EOP cease for any reason to
                  constitute at least a majority thereof, unless the election
                  of each trustee who was not a trustee at the beginning of
                  such period has been approved in advance by the trustees
                  representing two-thirds of the trustees then in office who
                  were the trustees at the beginning of the period,

             iii. the approval of the shareholders of EOP of:

                  (a)    a merger or consolidation of EOP
                         with any Interested Party,

                  (b)    any sale, lease, exchange,
                         mortgage, pledge, transfer, or other disposition, to
                         or with any Interested Party in any transaction or
                         series of transactions, of EOP's assets or the assets
                         of any subsidiary of EOP having a market value equal
                         to 10% or more of the aggregate market value of all
                         assets of EOP determined on a consolidated basis, all
                         outstanding shares of beneficial interest of EOP, or
                         the earning power or net income of EOP, determined on
                         a consolidated basis,

                  (c)    the issuance or transfer by EOP,
                         or any subsidiary thereof, to any Interested Party in
                         any transaction or a series of transactions, of
                         capital securities with a value equal to 5% or more of
                         the aggregate market value of the then outstanding
                         voting shares of beneficial interest of EOP other than
                         the issuance or transfer of such shares of beneficial
                         interest to all EOP shareholders on a pro rata basis,

                  (d)    the adoption of any plan or
                         proposal for the partial or complete liquidation or
                         dissolution of EOP proposed by an Interested Party or
                         pursuant to any agreement, arrangement or
                         understanding, whether or not in writing, with any
                         Interested Party, or

                  (e)    any reclassification of
                         securities, including, without limitation, any share
                         split, share dividend, or other distributions of
                         shares, or any reverse share split,


                                       2








<PAGE>   3

                          recapitalization of EOP, or any merger or
                          consolidation of EOP with any subsidiary thereof, or
                          any other transaction proposed by, or pursuant to,
                          any agreement, arrangement, or understanding, whether
                          or not in writing, with any Interested Party which
                          has the effect, directly or indirectly, of increasing
                          the proportionate voting shares of beneficial
                          interest of EOP directly or indirectly owned by any
                          such Interested Party, or

             iv.  any receipt by any Interested Party, directly
                  or indirectly, of any loans, advances, guarantees, pledges or
                  other financial assistance, or any tax credits or other tax
                  advantages provided by or through EOP other than the receipt
                  of such advantages which are provided to all EOP shareholders
                  on a pro  rata basis.

      (B)  "Corporate Status" describes the status of a person who is or
           was a trustee, officer, employee, agent or fiduciary of EOP or of
           any other corporation, partnership, joint venture, trust, employee
           benefit plan or other enterprise (whether conducted for profit or
           not for profit) which such person is or was serving at the request
           of EOP.

      (C)  "Disinterested Trustee" means a trustee of EOP who is not and
           was not a party to the Proceeding (as hereinafter defined) in
           respect of which indemnification is sought by the Indemnitee.

      (D)  "Effective Date" means the date of this Agreement as set
           forth above.

      (E)  "Expenses" shall include all attorneys and paralegals' fees,
           retainers, court costs, transcript costs, fees of experts, witness
           fees, travel expenses, duplicating costs, printing and binding
           costs, telephone charges, postage, delivery service fees, and all
           other disbursements or expenses of the types customarily incurred in
           connection with prosecuting, defending, preparing to prosecute or
           defend, investigating, or being or preparing to be a witness in a
           Proceeding.

      (F)  "Independent Counsel" means a law firm, or a member of a law
           firm, that is experienced in matters of corporation law and neither
           presently is, or in the past two (2) years has been, retained to
           represent (i) EOP or the Indemnitee in any matter material to either
           such party, or (ii) any other party to the Proceeding giving rise to
           a claim for indemnification hereunder.

      (G)  "Proceeding" includes any action, suit, arbitration,
           alternate dispute resolution mechanism, investigation,
           administrative hearing, or any other proceeding, including appeals
           therefrom, whether civil, criminal,


                                       3








<PAGE>   4

             administrative, or investigative, except one initiated by the
             Indemnitee pursuant to paragraph 8 of this Agreement to enforce
             such Indemnitee's  rights under this Agreement.

2.    INDEMNIFICATION - GENERAL

      The Indemnitee shall be entitled to the rights of indemnification
      provided in this paragraph 2 and under applicable law, the Amended and
      Restated Declaration of Trust, EOP's Bylaws, any agreement, a vote of
      shareholders or resolution of the Board of Trustees or otherwise if, by
      reason of such Indemnitee's Corporate Status, such Indemnitee is, or is
      threatened to be made, a party to any threatened, pending, or completed
      Proceeding, including a Proceeding by or in the right of EOP.  Unless
      prohibited by paragraph 13 hereof, the Indemnitee shall be indemnified
      against Expenses, judgments, penalties, fines, and settlement amounts
      actually and reasonably incurred by or on behalf of such Indemnitee in
      connection with such Proceeding or any claim, issue or matter therein.

3.    EXPENSES OF A SUCCESSFUL PARTY

      Without limiting the effect of any other provision of this Agreement, to
      the extent that the Indemnitee is, by reason of such Indemnitee's
      Corporate Status, a party to and is successful, on the merits or
      otherwise, in any Proceeding pursuant to a final non-appealable order,
      such Indemnitee shall be indemnified against all Expenses actually and
      reasonably incurred by or on behalf of such Indemnitee in connection
      therewith.  If the Indemnitee is not wholly successful in such Proceeding
      pursuant to a final non-appealable order but is successful, on the merits
      or otherwise, as to one or more but less than all claims, issues, or
      matters in such Proceeding pursuant to a final non-appealable order, EOP
      shall indemnify the Indemnitee against all Expenses actually and
      reasonably incurred by or on behalf of such Indemnitee in connection with
      each successfully resolved claim, issue or matter.  For purposes of this
      paragraph and without limitation, the termination of any claim, issue or
      matter in such Proceeding by dismissal, with or without prejudice, shall
      be deemed to be a successful result as to such claim, issue or matter.

4.    WITNESS EXPENSES

      Notwithstanding any other provision of this Agreement, to the extent that
      the Indemnitee is, by reason of such Indemnitee's Corporate Status, a
      witness for any reason in any Proceeding to which such Indemnitee is not
      a party, such Indemnitee shall be indemnified against all Expenses
      actually and reasonably incurred by or on behalf of such Indemnitee in
      connection therewith.



                                       4








<PAGE>   5


5.    ADVANCES

      EOP shall advance all reasonable Expenses incurred by or on behalf of the
      Indemnitee in connection with any Proceeding within twenty (20) days
      after the receipt by EOP of a statement from the Indemnitee requesting
      such advance from time to time, whether prior to or after final
      disposition of such Proceeding.  Such statement shall reasonably evidence
      the Expenses incurred by the Indemnitee and shall include or be preceded
      or accompanied by an undertaking by or on behalf of the Indemnitee to
      repay any Expenses advanced if it shall ultimately be determined that the
      Indemnitee is not entitled to be indemnified against such Expenses.

6.    DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

      (A)  To obtain indemnification under this Agreement, the
           Indemnitee shall submit to EOP a written request, including
           therewith such documentation and information reasonably necessary to
           determine whether and to what extent the Indemnitee is entitled to
           indemnification.

      (B)  Upon such written request pursuant to subparagraph 6(A), a
           determination with respect to the Indemnitee's entitlement thereto
           shall be made in the specific case:  (i) if a Change in Control
           shall have occurred, by Independent Counsel in a written opinion to
           the Board of Trustees, a copy of which shall be delivered to the
           Indemnitee (unless the Indemnitee shall request that such
           determination be made by the Board of Trustees or the shareholders
           of EOP, in which case by the person or persons or in the manner
           provided in clauses (ii) or (iii) of this paragraph 6(B)); (ii) if a
           Change in Control shall not have occurred, (A) by the Board of
           Trustees by a majority vote of a quorum consisting of Disinterested
           Trustees, or (B) if a quorum of the Board of Trustees consisting of
           Disinterested Trustees is not obtainable, or, even if obtainable, if
           such quorum of Disinterested Trustees so directs, by Independent
           Counsel in a written opinion to the Board of Trustees, a copy of
           which shall be delivered to the Trustee, or (C) by the shareholders
           of EOP; or (iii) as provided in paragraph 7(B) of this Agreement.
           If it is so determined that the Indemnitee is entitled to
           indemnification, payment to the Indemnitee shall be made within ten
           (10) days after such determination.

      (C)  The Indemnitee shall cooperate with the person or entity
           making such determination with respect to the Indemnitee's
           entitlement to indemnification, including providing upon reasonable
           advance request any documentation or information which is not
           privileged or otherwise protected from disclosure and which is
           reasonably available to the Indemnitee and reasonably necessary to
           such determination.  Any costs or expenses (including attorneys'
           fees and disbursements) incurred by


                                       5








<PAGE>   6

           the Indemnitee in so cooperating shall be borne by EOP
           (irrespective of the determination as to the Indemnitee's
           entitlement to indemnification) and EOP hereby indemnifies and
           agrees to hold the Indemnitee's harmless therefrom.

      (D)  In the event the determination of entitlement to
           indemnification is to be made by Independent Counsel pursuant to
           paragraph 6(B) hereof, the Independent Counsel shall be selected as
           provided in this paragraph 6(D).  If a Change in Control shall not
           have occurred, the Independent Counsel shall be selected by the
           Board of Trustees, and EOP shall give written notice to the
           Indemnitee advising such Indemnitee of the identity of the
           Independent Counsel so selected.  If a Change in Control shall have
           occurred, the Independent Counsel shall be selected by the
           Indemnitee (unless the Indemnitee shall request that such selection
           be made by the Board of Trustees, in which event the preceding
           sentence shall apply), and the Indemnitee shall give written notice
           to EOP advising it of the identity of the Independent Counsel so
           selected.  In either event, the Indemnitee, or EOP, as the case may
           be, may, within seven (7) days after such written notice of
           selection shall have been given, deliver to EOP or to the
           Indemnitee, as the case may be, a written objection to such
           selection.  Such objection may be asserted only on the grounds that
           the Independent Counsel so selected does not meet the requirements
           of "Independent Counsel" as defined in paragraph 1 of this
           Agreement.  If such written objection is made, the Independent
           Counsel so selected may not serve as Independent Counsel until a
           court has determined that such objection is without merit.  If,
           within twenty (20) days after submission by the Indemnitee of a
           written request for indemnification pursuant to paragraph 6(A)
           hereof, no Independent Counsel shall have been selected or, if
           selected, shall have been objected to, either EOP or the Indemnitee
           may petition a court for resolution of any objection which shall
           have been made by EOP or the Indemnitee to the other's selection of
           Independent Counsel and/or for the appointment as Independent
           Counsel of a person selected by the court or by such other person as
           the court shall designate, and the person with respect to whom an
           objection is so resolved or the person so appointed shall act as
           Independent Counsel under paragraph 6(B) hereof.  EOP shall pay all
           reasonable fees and expenses of Independent Counsel incurred in
           connection with acting pursuant to paragraph 6(B) hereof, and all
           reasonable fees and expenses incident to the selection of such
           Independent Counsel pursuant to this paragraph 6(D).  In the event
           that a determination of entitlement to indemnification is to be made
           by Independent Counsel and such determination shall not have been
           made and delivered in a written opinion within ninety (90) days
           after the receipt by EOP of the Indemnitee's request in accordance
           with paragraph 6(A), upon the due commencement of any judicial
           proceeding in accordance with paragraph


                                       6








<PAGE>   7

           8(A) of this Agreement, Independent Counsel shall be discharged
           and relieved of any further responsibility in such capacity.

7.    PRESUMPTIONS
    
      (A)  In making a determination with respect to entitlement or
           indemnification hereunder, the person or entity making such
           determination shall presume that the Indemnitee is entitled to
           indemnification under this Agreement and EOP shall have the burden
           of proof to overcome such presumption.

      (B)  If the person or entity making the determination whether the
           Indemnitee is entitled to indemnification shall not have made a
           determination within sixty (60) days after receipt by EOP of the
           request therefor, the requisite determination of entitlement to
           indemnification shall be deemed to have been made and the Indemnitee
           shall be entitled to such indemnification, absent:  (i) a
           misstatement by the Indemnitee of a material fact, or an omission of
           a material fact necessary to make the Indemnitee's statement not
           materially misleading, in connection with the request for
           indemnification, or (ii) a prohibition of such indemnification under
           applicable law.  Such sixty (60)-day period may be extended for a
           reasonable time, not to exceed an additional thirty (30) days, if
           the person or entity making said determination in good faith
           requires additional time for the obtaining or evaluating of
           documentation and/or information relating thereto.  The foregoing
           provisions of this paragraph 7(B) shall not apply:  (i) if the
           determination of entitlement to indemnification is to be made by the
           shareholders and if within fifteen (15) days after receipt by EOP of
           the request for such determination the Board of Trustees resolves to
           submit such determination to the shareholders for consideration at
           an annual or special meeting thereof to be held within seventy-five
           (75) days after such receipt and such determination is made at such
           meeting, or (ii) if the determination of entitlement to
           indemnification is to be made by Independent Counsel pursuant to
           paragraph 6(B) of this Agreement.

      (C)  The termination of any Proceeding or of any claim, issue or
           matter therein, by judgment, order, settlement, or conviction, or
           upon a plea of nolo contendere or its equivalent, shall not (except
           as otherwise expressly provided in this Agreement) of itself
           adversely affect the right of the Indemnitee to indemnification.

8.    REMEDIES

      (A)  In the event that:  (i) a determination is made that the
           Indemnitee is not entitled to indemnification under this Agreement,
           or (ii) advancement of Expenses is not timely made pursuant to this
           Agreement, or (iii) payment


                                       7








<PAGE>   8

           of indemnification due the Indemnitee under this Agreement is not
           timely made, the Indemnitee shall be entitled to an adjudication
           in an appropriate court of competent jurisdiction of such
           Indemnitee's entitlement to such indemnification or advancement of
           Expenses.

      (B)  In the event that a determination shall have been made
           pursuant to this Agreement that the Indemnitee is not entitled to
           indemnification, any judicial proceeding commenced pursuant to this
           paragraph 8 shall be conducted in all respects as a de novo trial,
           on the merits and the Indemnitee shall not be prejudiced by reason
           of that adverse determination.  In any judicial proceeding or
           arbitration commenced pursuant to this paragraph 8, EOP shall have
           the burden of proving that the Indemnitee is not entitled to
           indemnification or advancement of Expenses, as the case may be.

      (C)  If a determination shall have been made or deemed to have
           been made pursuant to this Agreement that the Indemnitee is entitled
           to indemnification, EOP shall be bound by such determination in any
           judicial proceeding commenced pursuant to this paragraph 8, absent:
           (i) a misstatement by the Indemnitee of a material fact, or an
           omission of a material fact necessary to make the Indemnitee's
           statement not materially misleading, in connection with the request
           for indemnification, or (ii) a prohibition of such indemnification
           under applicable law.

      (D)  EOP shall be precluded from asserting in any judicial
           proceeding commenced pursuant to this paragraph 8 that the
           procedures and presumptions of this Agreement are not valid, binding
           and enforceable and shall stipulate in any such court that EOP is
           bound by all the provisions of this Agreement.

      (E)  In the event that the Indemnitee, pursuant to this paragraph
           8, seeks a judicial adjudication of such Indemnitee's rights under,
           or to recover damages for breach of, this Agreement, if successful
           in whole or in part, the Indemnitee shall be entitled to recover
           from EOP, and shall be indemnified by EOP against, any and all
           Expenses actually and reasonably incurred by such Indemnitee in such
           judicial adjudication.

9.     ESTABLISHMENT OF TRUST

      In the event of a Change in Control, EOP shall, upon written request by
      the Indemnitee, create a trust for the benefit of the Indemnitee
      ("Trust") and from time-to-time upon written request by the Indemnitee,
      shall fund such Trust in an amount sufficient to satisfy any and all
      Expenses, judgments, penalties, fines and settlement amounts actually and
      reasonably incurred by or on behalf of such Indemnitee or claimed,
      reasonably anticipated or proposed to be paid in


                                       8








<PAGE>   9

      accordance with the terms of this Agreement.  The amount to be deposited
      in the Trust pursuant to the foregoing funding obligation shall be
      determined by Independent Counsel.  The terms of the Trust shall provide
      that upon a Change in Control:  (i) the Trust shall not be revoked or the
      principal thereof invaded, without the prior written consent of the
      Indemnitee, (ii) the trustee of the Trust ("Trustee") shall advance,
      within two business days of a request by the Indemnitee and in accordance
      with paragraph 5 of this Agreement, any and all Expenses to the
      Indemnitee, (iii) the Trust shall continue to be funded by EOP in
      accordance with the funding obligation set forth above, (iv) the Trustee
      shall promptly pay to the Indemnitee all amounts for which the Indemnitee
      shall be entitled to indemnification pursuant to this Agreement or
      otherwise, and (v) all unexpended funds in such Trust shall revert to EOP
      upon a final determination by Independent Counsel that the Indemnitee has
      been fully indemnified under the terms of this Agreement.  The Trustee
      shall be chosen by the Indemnitee and agreed to by EOP.  Nothing in this
      Section 9 shall relieve EOP of any of its obligations under this
      Agreement.

10.   NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE SUBROGATION

      (A)  The rights of indemnification and to receive advancement of
           Expenses as provided by this Agreement shall not be deemed exclusive
           of any other rights to which the Indemnitee may at any time be
           entitled under applicable law, the Amended and Restated Declaration
           of Trust, EOP's Bylaws, any agreement, a vote of shareholders or a
           resolution of the Board of Trustees, or otherwise.  No amendment,
           alteration or repeal of this Agreement or any provision hereof shall
           be effective as to the Indemnitee with respect to any action taken
           or omitted by the Indemnitee as a member of the Board of Trustees
           prior to such amendment, alteration or repeal.

      (B)  To the extent that EOP maintains an insurance policy or
           policies providing liability insurance for trustees of EOP, the
           Indemnitee shall be covered by such policy or policies in accordance
           with its or their terms to the maximum extent of the coverage
           available and upon any "Change in Control" EOP shall obtain
           continuation and/or "tail" coverage for the Indemnitee to the
           maximum extent obtainable at such time.

      (C)  In the event of any payment under this Agreement, EOP shall
           be subrogated to the extent of such payment to all of the rights of
           recovery of the Indemnitee, who shall execute all papers required
           and take all actions necessary to secure such rights, including
           execution of such documents as are necessary to enable EOP to bring
           suit to enforce such rights.



                                       9








<PAGE>   10


      (D)  EOP shall not be liable under this Agreement to make any
           payment of amounts otherwise indemnifiable hereunder if and to the
           extent that the Indemnitee has otherwise actually received such
           payment under any insurance policy, contract, agreement, or
           otherwise.

11.  CONTINUATION OF INDEMNITY

     All agreements and obligations of EOP contained herein shall continue
during the period the Indemnitee is an officer or a member of the Board of
Trustees of EOP and shall continue thereafter so long as the Indemnitee shall
be subject to any threatened, pending or completed Proceeding by reason of such
Indemnitee's Corporate Status and during the period of statute of limitations
for any act or omission occurring during the Indemnitee's term of Corporate
Status.  No legal action shall be brought and no cause of action shall be
asserted by or on behalf of EOP against the Indemnitee, the Indemnitee's
spouse, heirs, executors or personal or legal representatives after the
expiration of two (2) years from the date of accrual of such cause of action,
and any claim or cause of action of EOP shall be extinguished and deemed
released unless asserted by the timely filing of a legal action within such two
(2) year period; provided, however, that if any shorter period of limitations
is otherwise applicable to any such cause of action such shorter period shall
govern.  This Agreement shall be binding upon EOP and its successors and
assigns and shall inure to the benefit of the Indemnitee and such Indemnitee's
heirs, executors and administrators.

12.  SEVERABILITY

     If any provision or provisions of this Agreement shall be held to be
invalid, illegal, or unenforceable for any reason whatsoever, (i) the validity,
legality, and enforceability of the remaining provisions of this Agreement
(including, without limitation, each portion of any paragraph of this Agreement
containing any such provision held to be invalid, illegal, or unenforceable,
that is not itself invalid, illegal, or unenforceable) shall not in any way be
affected or impaired thereby, and (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of
any paragraph of this Agreement containing any such provision held to be
invalid, illegal, or unenforceable, that is not itself invalid, illegal, or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provisions held invalid, illegal, or unenforceable.

13.  EXCEPTIONS TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES

     Notwithstanding any other provisions of this Agreement, the Indemnitee
shall not be entitled to indemnification or advancement of Expenses under this
Agreement:  (i) with respect to any Proceeding initiated by such Indemnitee
against EOP other than a proceeding commenced pursuant to paragraph 8, or (ii)
with respect to any Proceeding in which such Indemnitee's act or omission was
material to the cause of action


                                       10








<PAGE>   11

adjudicated and was committed in bad faith or was the result of active and
deliberate dishonesty, or (iii) if the Indemnitee actually received an improper
personal benefit in money, property, or services.

14.  HEADINGS

     The headings of the paragraph of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement
or to affect the construction thereof.

15.  MODIFICATION AND WAIVER

     No supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by both of the parties hereto.  No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.

16.  NOTICE BY THE INDEMNITEE

     The Indemnitee agrees promptly to notify EOP in writing upon being served
with any summons, citation, subpoena, complaint, indictment, information, or
other document relating to any Proceeding or matter which may be subject to
indemnification or advancement of Expenses covered hereunder.

17.  NOTICES

     All notices, requests, demands, and other communications hereunder shall
be in writing and shall be deemed to have been duly given if (i) delivered by
hand and receipted for by the party to whom said notice or other communication
shall have been directed, or (ii) mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed, if so delivered or mailed, as the case may be, to the following
addresses:

     If to the Indemnitee, to the address set forth in the records of EOP.

     
     If to EOP, to:          Equity Office Properties Trust
                             Two North Riverside Plaza, Suite 2200
                             Chicago, Illinois  60606
                             Attn.:  Chief Legal Counsel



or to such other address as may have been furnished to the Indemnitee by EOP or
to EOP by the Indemnitee, as the case may be.



                                       11








<PAGE>   12


18.  GOVERNING LAW

     The parties agree that this Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Maryland.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                        EQUITY OFFICE PROPERTIES TRUST, a
                                        Maryland real estate investment trust


                                        By:
                                             ---------------------------------
                                        Its:
                                             ---------------------------------


                                        --------------------------------------
                                        <<Name>>, an individual



                                       12









© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission