EQUITY OFFICE PROPERTIES TRUST
CHANGE IN CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>c65801ex10-4.txt
<DESCRIPTION>CHANGE IN CONTROL AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.4

                           CHANGE IN CONTROL AGREEMENT

     THIS CHANGE IN CONTROL AGREEMENT ("Agreement") is entered into effective as
of September 1, 2001 by and between EQUITY OFFICE PROPERTIES MANAGEMENT CORP., a
Delaware corporation ("Employer"), EQUITY OFFICE PROPERTIES TRUST, a Maryland
real estate investment trust (the "Trust") and SYBIL J. ELLIS (the "Executive").

                                   WITNESSETH

     WHEREAS, the Trust is the indirect ultimate controlling parent of Employer;
and

     WHEREAS, the Board of Trustees of the Trust (the "Board") recognizes that
the possibility of a Change in Control (as hereinafter defined) exists or may
exist in the future and that the threat or the occurrence of a Change in Control
can result in significant distractions of its key management personnel because
of the uncertainties inherent in such a situation;

     WHEREAS, the Board has determined that it is essential and in the best
interest of the Trust and/or its affiliates, (including Employer, as the context
may require, collectively, the "Company") and the Trust's shareholders to retain
the services of the Executive in the event of a threat or occurrence of a Change
in Control and to ensure his continued dedication and efforts in such event
without undue concern for his personal financial and employment security; and

     WHEREAS, in order to induce the Executive to remain in the employ of the
Company particularly in the event of a threat or the occurrence of a Change in
Control, the Employer desires to enter into this Agreement with the Executive to
provide the Executive with certain benefits in the event his employment is
terminated as a result of, or in connection with, a Change in Control and to
provide the Executive with certain other benefits whether or not the Executive's
employment is terminated.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein and other good and valuation consideration, the receipt
and sufficiency of which are hereby acknowledged, it is agreed as follows:

     1.  TERM OF AGREEMENT. This Agreement shall commence as of the date hereof
and shall continue in effect until the date the Executive's employment by the
Company is terminated; provided, however, that if the Executive's employment is
terminated following, or in anticipation of, a Change in Control, the term shall
continue in effect until all payments and benefits have been made or provided to
the Executive hereunder.

     2.  DEFINITIONS

         2.1 ACCRUED COMPENSATION. For purposes of this Agreement, "Accrued
Compensation" shall mean an amount which shall include all amounts earned


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or accrued through the "Termination Date" (as hereinafter defined) but not paid
as of the Termination Date including (i) base salary, (ii) reimbursement for
reasonable and necessary expenses incurred by the Executive on behalf of the
Company during the period ending on the Termination Date, (iii) paid time off
(to the extent provided by Company policy or applicable law), and (iv) 100% of
any target bonus with respect to the Company's fiscal year ended prior to the
Termination Date to the extent a bonus for such year has not been awarded and
paid prior to the Termination Date.

     2.2 BASE AMOUNT. For purposes of this Agreement, "Base Amount" shall mean
the greater of (a) the Executive's annual base salary, at the rate in effect
immediately prior to the Change in Control and (b) the Executive's annual base
salary, at the rate in effect on the Termination Date.

     2.3 BONUS AMOUNT. For purposes of this Agreement, "Bonus Amount" shall mean
the annual average of the cash and fair market value (when paid or awarded and
calculated without regard to any vesting requirement) of stock or other property
paid to the Executive (including amounts that would have been paid if they had
not been deferred) under the Company's annual incentive bonus plan for the three
years immediately preceding the year in which the Executive's employment
terminates (disregarding for these purposes any year during such 3 year period
that Executive did not work a full year), or for such shorter period that the
Executive has been employed by the Company. If the Executive's employment is
terminated in the Executive's first year of employment, "Bonus Amount" shall
mean 100% of the target bonus that the Executive would have been eligible to
receive for such year.

     2.4 CAUSE. For purposes of this Agreement, a termination of employment is
for "Cause" if the Executive has been convicted of a felony involving fraud or
dishonesty or the termination is evidenced by a resolution adopted in good faith
by at least two-thirds of the Board that the Executive: (i) intentionally and
continually failed substantially to perform his reasonably assigned duties with
the Company (other than a failure resulting from the Executive's incapacity due
to physical or mental illness or from the Executive's assignment of duties that
would constitute "Good Reason" as hereinafter defined) which failure continued
for a period of at least thirty (30) days after a written notice of demand for
substantial performance has been delivered to the Executive specifying the
manner in which the Executive has failed substantially to perform or (ii)
intentionally engaged in conduct which is demonstrably and materially injurious
to the Company; provided, however, that no termination of the Executive's
employment shall be for Cause as set forth in clause (ii) above until (x) there
shall have been delivered to the Executive a copy of a written notice setting
forth that the Executive was guilty of the conduct set forth in clause (ii) and
specifying the particulars thereof in detail and (y) the Executive shall have
been provided an opportunity to be heard in person by the Board (with the
assistance of the Executive's counsel if the Executive so desires). Neither an
act nor a failure to act, on the Executive's part shall be considered
"intentional" unless the Executive has acted or failed to act with a lack of
good faith and with a lack of reasonable belief that the Executive's action or
failure to act was in the best interest of the Company. Notwithstanding anything
contained in this Agreement to the contrary, no



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failure to perform by the Executive after a Notice of Termination is given by
the Executive shall constitute Cause for purposes of this Agreement.

     2.5 CHANGE IN CONTROL. For purposes of this Agreement, a "Change in
Control" shall mean any of the following events:

         (a) An acquisition (other than directly from the Trust) of any voting
securities of the Trust (the "Voting Securities") by any "Person" (as the term
person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act")), immediately after which such Person
has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under
the 1934 Act) of 30% or more of the combined voting power of the Trust's then
outstanding Voting Securities; provided, however, that in determining whether a
Change in Control has occurred, Voting Securities which are acquired in a
"Non-Control Acquisition" (as hereinafter defined) shall not constitute an
acquisition which would cause a Change in Control. A "Non-Control Acquisition"
shall mean an acquisition by (i) an employee benefit plan (or a trust forming a
part thereof) maintained by (x) the Company or (y) any corporation or other
Person of which a majority of its voting power or its equity securities or
equity interest is owned directly or indirectly by the Company (a "Subsidiary"),
(ii) the Company or any Subsidiary or (iii) any Person in connection with a
"Non-Control Transaction" (as hereinafter defined).

         (b) Approval by shareholders of the Trust of:

             (i) A merger, consolidation or reorganization involving the Trust,
         if:

                 (A) the shareholders of the Trust, immediately before such
             merger, consolidation or reorganization, fail to own, directly or
             indirectly, immediately following such merger, consolidation or
             reorganization, at least seventy percent (70%) of the combined
             voting power of the outstanding Voting Securities of the entity
             resulting from such merger or consolidation or reorganization
             (the "Surviving Corporation") in substantially the same
             proportion as their ownership of the Voting Securities
             immediately before such merger, consolidation or reorganization;
             and

                 (B) the individuals who were members of the Incumbent Board
             immediately prior to the execution of the agreement providing for
             such merger, consolidation or reorganization do not constitute at
             least a majority of the members of the board of directors of the
             Surviving Corporation or a corporation beneficially owning,
             directly or indirectly, a majority of the Voting Securities of
             the Surviving Corporation.



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             (A merger, consolidation or reorganization involving the Trust
             which fails to satisfy the conditions described in clauses (A)
             and (B) shall herein be referred to as a "Non-Control
             Transaction.");

             (ii)  A complete liquidation or dissolution of the Trust; or

             (iii) An agreement for the sale or other disposition of all or
         substantially all of the assets of the Trust to any Person (other than
         to an entity of which the Trust directly or indirectly owns at least
         70% of the voting shares).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the outstanding Voting Securities as a
result of the acquisition of Voting Securities by the Trust which, by reducing
the number of Voting Securities outstanding, increases the proportional number
of shares Beneficially Owned by the Subject Person, provided that if a Change in
Control would occur (but for the operation of this sentence) as a result of the
acquisition of Voting Securities by the Trust, and after such share acquisition
by the Trust, the Subject Person becomes the Beneficial Owner of any additional
Voting Securities which increases the percentage of the then outstanding Voting
Securities Beneficially Owned by the Subject Person, then a Change in Control
shall occur.

         (c) The rejection by the voting Beneficial Owners of the outstanding
Shares of the entire slate of trustees that the Board proposes at a single
election of trustees.

         (d) The rejection by the voting Beneficial Owners of the outstanding
Shares of one-half or more of the trustees that the Board proposes over any two
or more consecutive elections of trustees.

         (e) Notwithstanding anything contained in this Agreement to the
contrary, if the Executive's employment is terminated prior to a Change in
Control and the Executive reasonably demonstrates that such termination: (i) was
at the request of a third party who has indicated an intention or taken steps
reasonably calculated to effect a Change in Control and who effectuates a Change
in Control (a "Third Party") or (ii) otherwise occurred in connection with, or
in anticipation of, a Change in Control which actually occurs, then for all
purposes of this Agreement, the date of a Change in Control with respect to the
Executive shall mean the date immediately prior to the date of such termination
of the Executive's employment.

     2.6 COMPANY. For purposes of this Agreement, the "Company" shall include
the Company's "Successors and Assigns" (as hereinafter defined).



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     2.7 DISABILITY. For purposes of this Agreement, "Disability" shall mean a
physical or mental infirmity that entitles the Executive to benefits under the
Company sponsored long-term disability plan in which he or she participates.

     2.8 GOOD REASON.

     (a) For purposes of this Agreement, "Good Reason" shall mean the occurrence
after a Change in Control of any of the events or conditions described in
subsections (i) through (viii) hereof:

             (i)   a change in the Executive's status, position or
         responsibilities (including reporting responsibilities) which, in the
         Executive's reasonable judgment, represents an adverse change (other
         than an immaterial or de minimus adverse change) from his status,
         position or responsibilities as in effect at any time within 180 days
         preceding the date of a Change in Control or at any time thereafter;
         the Executive no longer reports to the chief executive officer of the
         Company (if the Executive reported to such officer prior to the Change
         in Control); the assignment to the Executive of any duties or
         responsibilities which, in the Executive's reasonable judgment, are
         inconsistent with his status, title, position or responsibilities as
         in effect at any time within 180 days preceding the date of a Change
         in Control or at any time thereafter; or any removal of the Executive
         from or failure to reappoint or reelect him to any of such offices or
         positions held prior to the Change in Control, except in connection
         with the termination of his employment for Disability, Cause, as a
         result of his death or by the Executive other than for Good Reason;

             (ii)  a reduction in the Executive's base salary or any failure to
         pay the Executive any compensation or benefits to which he is entitled
         within five days of written notice thereof;

             (iii) the Company's requiring the Executive to be based at any
         place outside a 25-mile radius from the Executive's principal location
         of business prior to the Change in Control, except for reasonably
         required travel on the Company's business which is not materially
         greater than such travel requirements prior to the Change in Control;

             (iv)  the failure by the Company to provide the Executive with
         compensation and benefits, in the aggregate, at least equal (in terms
         of benefit levels and/or reward opportunities which opportunities will
         be evaluated in light of the performance requirements therefor) to
         those provided for under each other employee compensation and benefit
         plan, program and practice in which the Executive was participating at
         any time within 180 days preceding the date of a Change in Control or
         at any time thereafter;



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             (v)    the insolvency or the filing (by any party, including the
           Company) of a petition for bankruptcy of the Company, which petition
           is not dismissed within sixty (60) days;

             (vi)   any material breach by the Company of any provision of this
           Agreement;

             (vii)  any purported termination of the Executive's employment for
           Cause by the Company which does not comply with the terms of Section
           2.4; or

             (viii) the failure of the Company to obtain an agreement,
           satisfactory to the Executive, from any Successors and Assigns to
           assume and agree to perform this Agreement, as contemplated in
           Section 6 hereof.

     (b)   Any event or condition described in Section 2.8(a)(i) through (viii)
which occurs prior to a Change in Control but which the Executive reasonably
demonstrates (i) was at the request of a Third Party or (ii) otherwise arose in
connection with, or in anticipation of, a Change in Control which actually
occurs, shall constitute Good Reason for purposes of this Agreement
notwithstanding that it occurred prior to the Change in Control.

     (c)   The Executive's right to terminate his employment pursuant to this
Section 2.8 shall not be affected by his incapacity due to a Disability.

     2.9.  NOTICE OF TERMINATION. For purposes of this Agreement, following a
Change in Control, "Notice of Termination" shall mean a written notice of
termination from the Company of the Executive's employment which indicates a
specific termination provision in this Agreement relied upon and which sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated.

     2.10. PRO RATA BONUS. For purposes of this Agreement, "Pro Rata Bonus"
shall mean an amount equal to 100% of the target bonus that the Executive would
have been eligible to receive for the Company's fiscal year in which the
Executive's employment terminates, multiplied by a fraction, the numerator of
which is the number of days in such fiscal year through the Termination Date and
the denominator of which is 365.

     2.11. SUCCESSORS AND ASSIGNS. For purposes of this Agreement, "Successors
and Assigns" shall mean a corporation or other entity acquiring all or
substantially all the Voting Securities, assets or business of the Trust whether
by operation of law or otherwise, and any affiliate of such Successors and
Assigns.

     2.12. TERMINATION DATE. For purposes of this Agreement, "Termination Date"
shall mean (a) in the case of the Executive's death, his date of death, (b) in
the case of


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Good Reason, the last day of his employment and (c) in all other cases, the date
specified in the Notice of Termination or if no Notice of Termination is sent,
the last day of his employment; provided, however, that if the Executive's
employment is terminated by the Company due to Disability, the date specified in
the Notice of Termination shall be the 30th day after receipt of the Notice of
Termination by the Executive, provided that the Executive shall not have
returned to the full-time performance of his duties within 30 days after such
receipt.

     3. TERMINATION OF EMPLOYMENT. If the Executive's employment with the
Company shall be terminated within twenty-four (24) months following a Change in
Control, the Executive shall be entitled to the following compensation and
benefits:

        (a) If the Executive's employment with the Company shall be terminated
(i) by the Company for Cause or Disability, (ii) by reason of the Executive's
death or (iii) by the Executive other than for Good Reason, the Employer shall
pay to the Executive the Accrued Compensation; provided, however, any incentive
compensation shall not be paid in the case of a termination by the Company for
Cause; and provided, further that, if an employment agreement is in existence
between the Company and the Executive on the Termination Date, the Employer
and/or its affiliates, as the case may be, shall also pay to the Executive any
amounts owed to the Executive pursuant to such employment agreement, but only to
the extent such amounts are not duplicative of amounts otherwise payable
hereunder.

        (b) If the Executive's employment with the Company shall be terminated
for any reason other than as specified in Section 3(a), the Executive shall be
entitled to the following:

            (i)   the Employer shall pay the Executive all Accrued Compensation
        and a Pro Rata Bonus;

            (ii)  the Employer shall pay the Executive as severance pay and in
        lieu of any further compensation for periods subsequent to the
        Termination Date, in a single payment an amount in cash equal to two
        and a half (2 1/2) times the sum of (A) the Base Amount and (B) the
        Bonus Amount; provided, however, if an employment agreement is in
        existence between the Company and the Executive on the Termination
        Date, any amount due the Executive under this Section 3(b)(ii) shall
        be reduced by the amount of Base Amount and Bonus Amount paid as
        severance pay to Executive pursuant to such employment agreement in
        lieu of compensation for periods subsequent to the Termination Date.

            (iii) for thirty (30) months following the Termination Date, (the
        "Continuation Period"), the Employer shall at its expense continue on
        behalf of the Executive and his dependents and beneficiaries the
        medical, dental, life, disability and hospitalization benefits
        provided (A) to the Executive at any time during the 90-day period
        prior to the Change in



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         Control or at any time thereafter (and if different benefits were paid
         during such period, such of those benefits as are elected by the
         Executive) or (B) to other similarly situated executives who continue
         in the employ of the Company during the Continuation Period. The
         coverage and benefits (including deductibles and costs) provided in
         this Section 3(b)(iii) during the Continuation Period shall be no less
         favorable to the Executive and his dependents and beneficiaries than
         the most favorable of such coverages and benefits during any of the
         periods referred to in clauses (A) and (B) above. The Employer's
         obligation hereunder with respect to the foregoing benefits shall be
         compromised to the extent that the Executive obtains any such benefits
         pursuant to a subsequent employer's benefit plans, in which case the
         Employer may reduce the coverage of any benefits it is required to
         provide the Executive hereunder as long as the aggregate coverages and
         benefits of the combined benefits plans is no less favorable to the
         Executive than the coverages and benefits required to be provided
         hereunder. This subsection (iii) shall not be interpreted so as to
         limit any benefits to which the Executive, his dependents or
         beneficiaries may be otherwise entitled under any of the Company's
         employee benefit plans, programs or practices following the
         Executive's termination of employment, including without limitation,
         retiree medical and life insurance benefits;

            (iv)  all theretofore unvested share options, restricted options,
         restricted share and other awards issued to the Executive pursuant to
         the Company's Share Option and Share Award Plan, and all unvested
         benefits under any split dollar life insurance policies insuring the
         Executive's life, shall immediately become 100% vested; and

            (v)   a payment from the Employer equal to the unvested amount
         contained in the Executive's accounts in the Company's 401(k) plan (or
         any other qualified plan of the Company or an affiliate) which he or
         she will forfeit as a result of his or her termination.

     (c) The amounts provided for in Sections 3(a) and 3(b)(i) and (ii) shall be
paid in a single lump sum cash payment in immediately available funds within
five (5) days after the Executive's Termination Date (or earlier, if required by
applicable law).

     (d) The Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise
and no such payment shall be offset or reduced by the amount of any compensation
or benefits provided to the Executive in any subsequent employment except as
provided in Section 3(b)(iii).

     (e) The Executive's entitlement to any other compensation or benefits or
any indemnification shall be determined in accordance with the Company's
employee


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benefit plans and other applicable programs, policies and practices or any
indemnification agreement in effect.

     4.  NOTICE OF TERMINATION. Following a Change in Control, any purported
termination of the Executive's employment by the Company shall be communicated
by Notice of Termination to the Executive. For purposes of this Agreement, no
such purported termination shall be effective without such Notice of
Termination.

     5.  EXCISE TAX GROSS-UP.

     (a) Notwithstanding anything contained in this Agreement to the contrary,
in the event it is determined (pursuant to (b) below) or finally determined (as
defined in (c)(iii) below) that any payment, distribution, transfer, benefit or
other event with respect to the Company or its predecessors, successors, direct
or indirect subsidiaries or affiliates (or any predecessor, successor or
affiliate of any of them, and including any benefit plan of any of them), to or
for the benefit of Executive or Executive's dependents, heirs or beneficiaries
(whether such payment, distribution, transfer, benefit or other event occurs
pursuant to the terms of this Agreement or otherwise, but determined without
regard to any additional payments required under this Section 5) (each a
"Payment" and collectively the "Payments") is or was subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, and
any successor provision or any comparable provision of state or local income tax
law (collectively, "Section 4999"), or any interest, penalty or addition to tax
is or was incurred by Executive with respect to such excise tax (such excise
tax, together with any such interest, penalty or addition to tax, hereinafter
collectively referred to as the "Excise Tax"), then, within 10 days after such
determination or final determination, as the case may be, the Employer shall pay
to Executive an additional cash payment (hereinafter referred to as the
"Gross-Up Payment") in an amount such that after payment by Executive of all
taxes, interest, penalties and additions to tax imposed with respect to the
Gross-Up Payment (including, without limitation, any income and excise taxes
imposed upon the Gross-Up Payment), Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon such Payment or Payments. This
provision is intended to put Executive in the same position as Executive would
have been had no Excise Tax been imposed upon or incurred as a result of any
Payment.

     (b) Except as provided in subsection (c) below, the determination that a
Payment is subject to an Excise Tax shall be made in writing by a nationally
recognized certified public accounting firm selected by Executive ("Executive's
Accountant"). Such determination shall include the amount of the Gross-Up
Payment and detailed computations thereof, including any assumptions used in
such computations (the written determination of the Executive's Accountant,
hereinafter, the "Executive's Determination"). The Executive's Determination
shall be reviewed on behalf of the Company by a nationally recognized certified
public accounting firm selected by the Company (the "Company's Accountant"). The
Company shall notify Executive within 10 business days after receipt of the
Executive's Determination of any disagreement or dispute therewith, and failure
to so notify within that period shall be considered an




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agreement by the Company with the Executive's Determination, obligating the
Employer to make payment as provided in subsection (a) above within 10 days from
the expiration of such 10 business-day period. In the event of an objection by
the Company to the Executive's Determination, any amount not in dispute shall be
paid within 10 days following the 10 business-day period referred to herein, and
with respect to the amount in dispute the Executive's Accountant and the
Company's Accountant shall jointly select a third nationally recognized
certified public accounting firm to resolve the dispute and the decision of such
third firm shall be final, binding and conclusive upon the Executive and the
Company. In such a case, the third accounting firm's findings shall be deemed
the binding determination with respect to the amount in dispute, obligating the
Employer to make any payment as a result thereof within 10 days following the
receipt of such third accounting firm's determination. All fees and expenses of
each of the accounting firms referred to in this Section 5 shall be borne solely
by the Employer.

     (c) (i) Executive shall notify the Company in writing of any claim by the
         Internal Revenue Service (or any successor thereof) or any state or
         local taxing authority (individually or collectively, the "Taxing
         Authority") that, if successful, would require the payment by the
         Employer of a Gross-Up Payment. Such notification shall be given as
         soon as practicable but no later than 30 days after Executive receives
         written notice of such claim and shall apprise the Company of the
         nature of such claim and the date on which such claim is requested to
         be paid; provided, however, that failure by Executive to give such
         notice within such 30-day period shall not result in a waiver or
         forfeiture of any of Executive's rights under this Section 5 except to
         the extent of actual damages suffered by the Company as a result of
         such failure. Executive shall not pay such claim prior to the
         expiration of the 15-day period following the date on which Executive
         gives such notice to the Company (or such shorter period ending on the
         date that any payment of taxes, interest, penalties or additions to
         tax with respect to such claim is due). If the Company notifies
         Executive in writing prior to the expiration of such 15-day period
         that it desires to contest such claim (and demonstrates to the
         reasonable satisfaction of Executive its ability to make the payments
         to Executive which may ultimately be required under this section
         before assuming responsibility for the claim), Executive shall:

             (A) give the Company any information reasonably requested by the
         Company relating to such claim;

             (B) take such action in connection with contesting such claim as
         the Company shall reasonably request in writing from time to time,
         including, without limitation, accepting legal representation with
         respect to such claim by an attorney selected by the Company that is
         reasonably acceptable to Executive;


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             (C) cooperate with the Company in good faith in order effectively
         to contest such claim; and

             (D) permit the Company to participate in any proceedings relating
         to such claim; provided, however, that the Employer (including
         additional interest, penalties and additions to tax) incurred in
         connection with such contest and shall indemnify and hold Executive
         harmless, on an after-tax basis, for all taxes (including, without
         limitation, income and excise taxes), interest, penalties and
         additions to tax imposed in relation to such claim and in relation to
         the payment of such costs and expenses or indemnification. Without
         limitation on the foregoing provisions of this Section 5, and to the
         extent its actions do not unreasonably interfere with or prejudice
         Executive's disputes with the Taxing Authority as to other issues, the
         Company shall control all proceedings taken in connection with such
         contest and, at its sole option, may pursue or forego any and all
         administrative appeals, proceedings, hearings and conferences with the
         taxing authority in respect of such claim and may, at its sole option,
         either direct Executive to pay the tax, interest or penalties claimed
         and sue for a refund or contest the claim in any permissible manner,
         and Executive agrees to prosecute such contest to a determination
         before any administrative tribunal, in a court of initial jurisdiction
         and in one or more appellate courts, as the Company shall determine;
         provided, however, that if the Company directs Executive to pay such
         claim and sue for a refund, the Employer shall advance an amount equal
         to such payment to Executive, on an interest-free basis, and shall
         indemnify and hold Executive harmless, on an after-tax basis, from all
         taxes (including, without limitation, income and excise taxes),
         interest, penalties and additions to tax imposed with respect to such
         advance or with respect to any imputed income with respect to such
         advance; and, further, provided, that any extension of the statute of
         limitations relating to payment of taxes, interest, penalties or
         additions to tax for the taxable year of Executive with respect to
         which such contested amount is claimed to be due is limited solely to
         such contested amount; and, provided, further, that any settlement of
         any claim shall be reasonably acceptable to Executive and the
         Company's control of the contest shall be limited to issues with
         respect to which a Gross-Up Payment would be payable hereunder, and
         Executive shall be entitled to settle or contest, as the case may be,
         any other issue.

         (ii) If, after receipt by Executive of an amount advanced by the
         Employer pursuant to Section 5(c)(i), Executive receives any refund
         with respect to such claim, Executive shall (subject to the Company's
         complying with the requirements of Section 5) promptly pay to the
         Employer an amount equal to such refund (together with any interest
         paid or credited thereon after taxes applicable thereto), net of any
         taxes (including without limitation any income or excise taxes),
         interest,



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         penalties or additions to tax and any other costs incurred by
         Executive in connection with such advance, after giving effect to such
         repayment. If, after the receipt by Executive of an amount advanced by
         the Employer pursuant to Section 5(c)(i), it is finally determined
         that Executive is not entitled to any refund with respect to such
         claim, then such advance shall be forgiven and shall not be required
         to be repaid and the amount of such advance shall be treated as a
         Gross-Up Payment and shall offset, to the extent thereof, the amount
         of any Gross-Up Payment otherwise required to be paid.

         (iii) For purposes of this Section 5, whether the Excise Tax is
         applicable to a Payment shall be deemed to be "finally determined"
         upon the earliest of: (A) the expiration of the 15-day period referred
         to in paragraph (c)(i) above if the Company has not notified Executive
         that it intends to contest the underlying claim, (B) the expiration of
         any period following which no right of appeal exists, (C) the date
         upon which a closing agreement or similar agreement with respect to
         the claim is executed by Executive and the Taxing Authority (which
         agreement may be executed only in compliance with this Section 5), (D)
         the receipt by Executive of notice from the Company that it no longer
         seeks to pursue a contest (which notice shall be deemed received if
         the Company does not, within 15 days following receipt of a written
         inquiry from Executive, affirmatively indicate in writing to Executive
         that the Company intends to continue to pursue such contest).

     (d) As a result of uncertainty in the application of Section 4999 that may
         exist at the time of any determination that a Gross-Up Payment is due,
         it may be possible that in making the calculations required to be made
         hereunder, the parties or their accountants shall determine that a
         Gross-Up Payment need not be made (or shall make no determination with
         respect to a Gross-Up Payment) that properly should be made
         ("Underpayment"), or that a Gross-Up Payment not properly needed to be
         made should be made ("Overpayment"). The determination of any
         Underpayment shall be made using the procedures set forth in paragraph
         (b) above and shall be paid to Executive as an additional Gross-Up
         Payment. The Company shall be entitled to use procedures similar to
         those available to Executive in paragraph (b) to determine the amount
         of any Overpayment (provided that the Company shall bear all costs of
         the accountants as provided in paragraph (b)). In the event of a
         determination that an Overpayment was made, any such Overpayment shall
         be treated for all purposes as a loan to Executive with interest at
         the applicable Federal rate provided for in Section 1274(d) of the
         Code; provided, however, that the amount to be repaid by Executive to
         the Employer shall be subject to reduction to the extent necessary to
         put Executive in the same after-tax position as if such Overpayment
         were never made.



                                       12


<PAGE>


     6.  SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding upon
and shall inure to the benefit of the Company, its Successors and Assigns, and
the Company shall require any Successors and Assigns to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession or assignment
had taken place. Neither this Agreement nor any right or interest hereunder
shall be assignable or transferable by the Executive, his beneficiaries or legal
representatives, except by will or by the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal personal representative.

     7.  FEES AND EXPENSES. The Company shall pay all legal fees and related
expenses (including the costs of experts, evidence and counsel) incurred by the
Executive as a result of the Executive obtaining or enforcing any right or
benefit provided by this Agreement (including, but not limited to, any such fees
and expenses incurred in connection with the Dispute). Furthermore, any amounts
due Executive by the Company that are not paid when due under this Agreement
shall bear interest at the Prime Rate (as declared by Bank of America, N.A. from
time to time) plus 5% from the time when the payment is due until the date the
payment is made.

     8.  NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, by overnight courier or by facsimile, addressed to the
respective addresses and facsimile numbers last given by each party to the
other, provided that all notices to the Company shall be directed to the
attention of the Board with a copy to the Secretary of the Company. All notices
and communications shall be deemed to have been received on the date of delivery
thereof or on the third business day after the mailing thereof, except that
notice of change of address shall be effective only upon receipt.

     9.  NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit, bonus,
incentive or other plan or program provided by the Company (except for any
severance or termination policies, plans, programs or practices) and for which
the Executive may qualify, nor shall anything herein limit or reduce such rights
as the Executive may have under any other agreements with the Company (except
for any severance or termination agreement). Amounts which are vested benefits
or which the Executive is otherwise entitled to receive under any plan or
program of the Company shall be payable in accordance with such plan or program,
except as explicitly modified by this Agreement.

     10. NO GUARANTEED EMPLOYMENT. The Executive and the Company acknowledge
that, except as may otherwise be provided under any other written agreement
between the Executive and the Company, the employment of the Executive by the
Company is "at will" and may be terminated by either the Executive or the




                                       13



<PAGE>

Company at any time, subject, however to the rights of the Executive provided
herein in the event of any such termination.

     11. SETTLEMENT OF CLAIMS. The Employer's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Executive or others.

     12. FULL SATISFACTION; WAIVER AND RELEASE. As a condition to receiving the
payments and benefits hereunder, the Executive shall execute a document in
customary form, releasing and waiving any and all claims, causes of actions and
the like against the Company and its successors, shareholders, officers,
trustees, agents and employees, regarding all matters relating to the
Executive's service as an employee of the Company or any affiliates and the
termination of such relationship. Such claims include, without limitation, any
claims arising under Age Discrimination in Employment Act of 1967, as amended
(the "ADEA"); Title VII of the Civil Rights Act of 1964, as amended; the Civil
Rights Act of 1991, as amended; the Equal Pay Act of 1962; the American
Disabilities Act of 1990; the Family Medical Leave Act, as amended; the Employee
Retirement Income Security Act of 1976, as amended; or any other federal, state
or local statute or ordinance, but exclude any claims that arise out of an
asserted breach of the terms of this Agreement or current or future claims
related to the matters described in Paragraph 9.

     13. MISCELLANEOUS. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by the Executive, the Trust and Employer. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provisions of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time. No agreement or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement.

     14. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Illinois without giving
effect to the conflict of laws principles thereof. Any action brought by any
party to this Agreement shall be brought and maintained in a court of competent
jurisdiction in Cook County in the State of Illinois.

     15. SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

     16. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, if any,
understandings


                                       14


<PAGE>


and arrangements, oral or written, between the Company and Executive with
respect to the subject matter hereof, including any prior "Change in Control"
agreement.

     IN WITNESS WHEREOF, the Trust and the Employer has caused this Agreement to
be executed by its duly authorized officer and the Executive has executed this
Agreement as of the day and year first above written.

                         EQUITY OFFICE PROPERTIES TRUST


                         By:     /s/ Stanley M. Stevens
                                 ----------------------------------------------
                         Name:   Stanley M. Stevens
                         Title:  Executive Vice President, Chief Legal Counsel
                                 and Secretary



                         EQUITY OFFICE PROPERTIES MANAGEMENT CORP.

                         By:     /s/ Stanley M. Stevens
                                 ----------------------------------------------
                         Name:   Stanley M. Stevens
                                 ----------------------------------------------
                         Title:  Vice President
                                 ----------------------------------------------

                         /s/ Sybil J. Ellis
                         ------------------------------------------------------
                         SYBIL J. ELLIS

     For and in consideration of the benefits hereunder to Employer, the
wholly-owned subsidiary of the undersigned, the undersigned does hereby
unconditionally guarantee the obligations of Employer hereunder.


                         EOP OPERATING LIMITED PARTNERSHIP

                         By:     Equity Office Properties Trust, its general
                                 partner

                         By:     /s/ Stanley M. Stevens
                                 ----------------------------------------------
                         Name:   Stanley M. Stevens
                         Title:  Executive Vice President, Chief Legal Counsel
                                 and Secretary



                                       15

</TEXT>
</DOCUMENT>
