exv10w2



 




EXHIBIT 10.2




Second Amendment to the Equity Office
Properties Trust



1997 Share Option and Share Award
Plan




(As Amended and Restated Effective
September 1, 2003)



     
WHEREAS, Equity
Office Properties Trust (the “Company”) has adopted
the Equity Office Properties Trust 1997 Share Option and Share
Award Plan (As Amended and Restated Effective September 1,
2003) (the “Plan”), and has reserved the right to
amend the Plan; and



     
WHEREAS, the Company
desires to amend the Plan to provide for the granting of Share
Awards in the form of Share Units;



     
NOW THEREFORE, the
Company hereby amends the Plan, effective March 1, 2004, in
the following respects:




		
	 	     
    1. The second paragraph of paragraph 1 is
    amended to read as follows:
    





		
	 	     
    The Plan will provide a means whereby such
    individuals may receive: (a) authorized common shares of
    beneficial interest of the Company (“Shares”), or a
    bookkeeping entry representing the equivalent of Shares
    (“Share Units”), subject to conditions and
    restrictions described herein and otherwise determined by the
    Committee (“Share Awards”); (b) options to
    purchase Shares (“Options”); (c) Share
    Appreciation Rights (“SARs”) in tandem with or
    independent of Options; or (d) dividend equivalent rights with
    respect to Shares (“Dividend Equivalents”).
    





		
	 	     
    2. Paragraph 5(b) is amended to read as
    follows:
    





		
	 	     
    (b) Rights of Grantee. The Grantee
    shall be entitled to all of the rights of a shareholder with
    respect to the Share Awards (other than Share Awards in the form
    of Share Units) including the right to vote such Shares and to
    receive dividends and other distributions payable with respect
    to such Shares from and after the Date of Grant; provided that
    any securities or other property (but not cash) received in any
    such distribution with respect to a Share Award that is still
    subject to the restrictions in subparagraphs (a)(i),
    (ii) or (iii) above, shall be subject to all of the
    restrictions set forth herein with respect to such Share Award.
    





		
	 	     
    3. Paragraph 5(c) is amended to read as
    follows:
    





		
	 	     
    (c) Issuance. If certificates for the
    Shares covered by a Share Award (other than a Share Award in the
    form of Share Units) have been issued, such certificates shall
    be held in escrow by the Company. Except in the case of Shares
    covered by a Share Award under paragraph 3(b), stock powers for
    such Shares shall be executed in blank by the Grantee, until all
    restrictions lapse or such Shares are forfeited as provided
    herein. A certificate or certificates for the Shares covered by
    a Share Award as to which restrictions have lapsed shall be
    delivered to the Grantee upon such lapse.
    




     
IN WITNESS WHEREOF,
this Amendment has been executed by a duly authorized officer of
the Company, this 19th day of May, 2004.




		
	 	
    EQUITY OFFICE PROPERTIES TRUST
    





			
	 	By: 	
    /s/ STANLEY M. STEVENS
    



		
	 	
    

	 	
    Stanley M. Stevens
    
	 	
    Executive Vice President, Chief Legal
    Counsel
	 	
    and Secretary