<PAGE>
Exhibit 99.4
GROVE OPERATING, L.P.
P R O X Y
The undersigned hereby appoints Damon D. Navarro and Joseph R. LaBrosse,
and each of them, as proxies, with full power of substitution in each, to
vote the undersigned's partnership interests of Grove Operating, L.P. at a
Special Meeting of the Partners to be held on October 31, 2000 at 9:30
a.m.(Hartford time) at The Hartford Club, 46 Prospect Street, Hartford,
Connecticut 06103 and any adjournment thereof as specified on the reserve
side.
----------------
(CONTINUED ON REVERSE SIDE) SEE REVERSE SIDE
----------------
<PAGE>
Please mark
votes as in /X/
this example.
This proxy is solicited by the Board of Trust Managers of Grove Property
Trust ("Grove"), the general partner of Grove Operating, L.P. ("Grove LP"),
and may be revoked prior to exercise. This proxy, when properly executed,
will be voted as directed herein by the undersigned holder of units of Grove
LP partnership interest. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE
VOTED FOR ITEM 1.
<TABLE>
<S> <C> <C>
1. Approval of the Agreement FOR AGAINST ABSTAIN 2. OTHER BUSINESS:
and Plan of Merger, dated as In their discretion, the proxies are authorized
of July 17, 2000, among Grove, / / / / / / to vote upon such other issues as may properly
Grove LP and ERP Operating be brought before the meeting. The Grove Board
Limited Partnership and the of Trust Managers at present knows of no
transactions contemplated thereby. other formal business to be brought before the
meeting.
/ / MARK HERE FOR / / MARK HERE IF
ADDRESS CHANGE YOU PLAN TO
AND NOTE AT LEFT ATTEND THE
MEETING
</TABLE>
Please sign exactly as your name(s) appear(s) on this proxy. If units of
Grove LP partnership interest are held in the names of two or more persons,
each should sign. Executors, administrators, trustees, attorneys-in-fact,
general partners and other persons acting in a representative capacity should
add their titles. When the proxy is given by a corporation, it should be
signed by an authorized officer.
Signature____________ Date _____, 2000 Signature____________ Date _____, 2000
