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                                                                 EXHIBIT 10.28

                         TRUSTEE COMPENSATION AGREEMENT

         THIS TRUSTEE COMPENSATION AGREEMENT ("Agreement") is entered into
effective as of January 1, 2003, by and between Samuel Zell ("Chairman") and
Equity Office Properties Trust ("Trust"), a Maryland real estate investment
trust.

                                    RECITALS

         WHEREAS, the Chairman has served as Chairman of the Trust's Board of
Trustees since 1996; and

         WHEREAS, in recognition of the extraordinary services previously
rendered by Chairman and to incentivize the Chairman to continue rendering such
services, the Trust wishes to enter into this Agreement; and

         WHEREAS, the Chairman also wishes to enter into this Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the payment and
adequacy of which is hereby acknowledged, the parties agree as follows:

I. CHAIRMAN'S COMPENSATION

Chairman's compensation for each full calendar year that this Agreement is in
effect shall be as follows:

         A.       In or prior to each of the months of March 2004, 2005 and
                  2006, for services rendered as Chairman and trustee during the
                  calendar year preceding the date of grant, the Trust shall
                  grant Chairman share options in the Trust (the "Share Options
                  Grant") and restricted common shares of beneficial interest in
                  the Trust (the "Restricted Shares Grant") having a combined
                  total dollar value of $3,250,000 for each such grant date. The
                  grants of $3,250,000 shall be allocated between the Share
                  Options Grant and the Restricted Shares Grant in the same
                  ratio as approved by the Compensation and Option Committee of
                  the Trust's Board of Trustees (the "Compensation Committee")
                  for the annual long-term incentive grants to the Trust's
                  senior executive officers; provided, however, if the Chief
                  Executive Officer and the other executive officers do not all
                  receive the same relative allocation of Share Options Grant
                  and Restricted Shares Grant, Chairman's relative allocation
                  shall be the same as that of the Chief Executive Officer.

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         B.       The number of options in each Share Options Grant will be
                  determined using the same value per option and same exercise
                  price that the Compensation Committee uses in determining the
                  amount of the annual share option grants to the Trust's
                  employees and the option exercise price for those grants. For
                  example, if the Compensation Committee values one share option
                  at $1.90 and if the total value allocated to share options is
                  25%, or $812,500, Chairman would receive a grant of 427,632
                  Share Options ($812,500/$1.90). Except as provided below, the
                  term of each Share Options Grant shall be for a period of ten
                  (10) years beginning on the grant date and ending on February
                  28 of the tenth year after the grant date. Each Share Options
                  Grant will vest over a three year period, with one-third of
                  each grant vesting on each of the first, second, and third
                  anniversary dates (which is agreed for these purposes to be
                  March 1 of the calendar year in which each such anniversary
                  date occurs) of said grant, subject to Chairman's continuing
                  service as the Trust's Chairman of the Board of Trustees on
                  each vesting date, unless such grant is otherwise forfeited or
                  earlier vested pursuant to the terms and conditions of this
                  Agreement.

         C.       The number of restricted shares in each Restricted Shares
                  Grant will be determined using the same value per share that
                  the Compensation Committee uses in determining the amount of
                  the annual restricted share grants to the Trust's employees.
                  For example, assuming the value of one Trust common share on
                  the date of grant is $25.00, if the total value allocated to
                  the Restricted Shares Grant is 75%, or $2,437,500, Chairman
                  would receive 97,500 Restricted Shares ($2,437,500/$25.00).
                  Each Restricted Shares Grant will vest over a five year
                  period, with one-fifth of each grant vesting on each of the
                  first five anniversary dates (which is agreed for these
                  purposes to be March 1 of the calendar year in which each such
                  anniversary date occurs) following said grant, subject to
                  Chairman's continuing service as the Trust's Chairman of the
                  Board of Trustees on each vesting date, unless such grant is
                  otherwise forfeited or earlier vested pursuant to the terms
                  and conditions of this Agreement or the Plan (hereafter
                  defined).

         D.       (i)      Each Share Options Grant and Restricted Shares Grant
                  shall be deemed issued pursuant and subject to the terms and
                  conditions of the Trust's amended and restated 1997 Share
                  Option and Share Award Plan, as amended (the "Plan"). If the
                  Trust is required or chooses to make any grants to Chairman
                  specified in this Agreement out of a reserve of Trust shares
                  established pursuant to a plan that is the successor or
                  similar to the Plan, then for purposes of such grant and this
                  Agreement "Plan" shall mean such successor or similar plan. If
                  (1) the Plan pursuant to which Share Options Grants or
                  Restricted Shares Grants are made to Chairman under this
                  Agreement limits the number of the Trust's common shares that
                  may be awarded in any year to eligible participants under such
                  Plan, and

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                  (2) the formulas in Section I of this Agreement would result
                  in Share Options Grants or Restricted Shares Grants in excess
                  of such limitations, then the Share Options Grant and/or the
                  Restricted Shares Grant for any year affected by the
                  limitations will be reduced to satisfy the limitations.

                  (ii)     The Trust agrees that any decisions under the Plan
                  relating to this Agreement shall be made by the Compensation
                  Committee and not by the Plan Administrator or the Trust's
                  Chief Legal Counsel.

                  (iii)    The Trust represents to Chairman that there shall
                  always be sufficient Shares under the Plan available for
                  issuance to cover the potential awards to Chairman, and that,
                  if necessary the Trust shall adopt another or a successor
                  stock option and share award plan and submit such plan for
                  shareholder approval to ensure the granting of the awards to
                  Chairman required under this Agreement. Any such successor
                  stock option and share award plan shall be, insofar as it
                  affects Chairman, substantially equivalent to the existing
                  Plan and not inconsistent with any provision of this
                  Agreement. The Trust further represents to Chairman that in
                  the event insufficient Shares are available under the Plan or
                  a successor plan to satisfy the Trust's obligation to grant
                  options and restricted shares pursuant to this Agreement, it
                  shall be required to provide Chairman with substantially
                  equivalent substitute awards, subject to any requisite
                  shareholder approval, or the cash equivalent thereof.

         E.       It is the intent of the parties that Chairman is not and shall
                  not be deemed to be an employee of the Trust, and that the
                  Trust will not make any withholdings or deductions from any
                  taxable income realized in connection with the Share Options
                  Grants or Restricted Shares Grants and that the Trust will
                  report such income to Chairman on Form 1099.

         F.       The parties agree that the payments made or to be made by the
                  Trust to Chairman pursuant to this Agreement are the sole
                  compensation the Trust is obligated to pay to Chairman for his
                  services as Chairman of the Board of Trustees, as a trustee of
                  the Trust or as a member of any committee of the Board of
                  Trustees of the Trust.

II.      TERM AND COMPENSATION UPON TERMINATION

         A.       This Agreement shall become effective as of January 1, 2003
                  and shall continue in effect until the earliest to occur of
                  (i) the death or Disability (as defined below) of Chairman;
                  (ii) Chairman's resignation, failure to be re-elected as a
                  trustee of the Trust or removal as a trustee and as Chairman
                  of the Board of Trustees of the Trust; or (iii) the issuance
                  of the Share Options Grant and Restricted Shares Grant in
                  March 2006. Nothing herein shall require the Board of Trustees
                  to continue to nominate

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                  Chairman for re-election as a trustee or as Chairman of the
                  Board. Nothing herein shall require Chairman to serve if
                  nominated and elected.

         B.       Should this Agreement terminate prior to the end of any
                  calendar year during the term hereof as a result of Chairman's
                  voluntary resignation as a trustee of the Trust, or Chairman's
                  involuntary termination as a trustee of the Trust OTHER THAN
                  for "Cause" (defined below), Chairman shall receive, on the
                  date such Grant would have normally been made, (x) any
                  compensation due hereunder for the prior calendar year that
                  has not then been awarded, and (y) as his sole compensation
                  for the calendar year in which this Agreement terminates, a
                  prorated Share Options Grant and a prorated Restricted Shares
                  Grant, equal to the full dollar amount of each such Grant for
                  said calendar year, multiplied by a fraction, the numerator of
                  which is the number of days in said calendar year that this
                  Agreement was in effect before it terminated, and the
                  denominator of which is 365.

         C.       The Restricted Share Grant issued pursuant to Section II.B
                  above shall not be subject to the vesting restrictions
                  described in Section I.C. Any prior Restricted Share Grant
                  that is still unvested as of the date of the termination of
                  this Agreement for reasons described in Section II.B above,
                  shall become vested as of the date of termination of this
                  Agreement.

         D.       The Share Options Grant issued pursuant to Section II.B above
                  shall not be subject to the vesting restrictions described in
                  Section I.B, and shall expire at the original termination date
                  of such Share Options Grant. Any prior Share Options Grant
                  that is still unvested as of the date of the termination of
                  this Agreement for reasons described in Section II.B above,
                  shall become vested as of the date of termination of this
                  Agreement, and shall expire on the original termination date
                  of the Share Options Grant.

         E.       Should this Agreement terminate prior to the end of any
                  calendar year during the term hereof as a result Chairman's
                  involuntary termination as a trustee of the Trust for Cause:

                           (i)      Chairman shall not be entitled to (x) any
                                    compensation that would have otherwise been
                                    due hereunder for the prior calendar year
                                    that had not then been awarded, or (y) any
                                    prorated Share Options Grant or Restricted
                                    Shares Grant for the calendar year during
                                    which this Agreement terminates;

                           (ii)     Any unvested Share Options Grants expire on
                                    the date this Agreement terminates;

                           (iii)    Any vested Share Options Grants remain
                                    exercisable for the shorter of (a) three (3)
                                    months after this Agreement terminates; or
                                    (b) the original termination date of the
                                    Share Options Grant, and thereafter shall
                                    expire; and

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                           (iv)     Any shares subject to unvested Restricted
                                    Shares Grants are forfeited back to the
                                    Trust.

         F.       For purposes of this Agreement, a termination of services as a
                  trustee is for "Cause" if Chairman 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 of Trustees that Chairman: (i)
                  intentionally and continually failed substantially to perform
                  his reasonably assigned duties with the Trust (other than a
                  failure resulting from Chairman's incapacity due to physical
                  or mental illness or from Chairman's assignment of duties that
                  would constitute "Good Reason") 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
                  Chairman specifying the manner in which Chairman has failed
                  substantially to perform or (ii) intentionally engaged in
                  conduct which is demonstrably and materially injurious to the
                  Trust; PROVIDED, HOWEVER, that no termination of Chairman's
                  services as a trustee shall be for Cause as set forth in
                  clause (ii) above until (x) there shall have been delivered to
                  Chairman a copy of a written notice setting forth that
                  Chairman was guilty of the conduct set forth in clause (ii)
                  and specifying the particulars thereof in detail and (y)
                  Chairman shall have been provided an opportunity to be heard
                  in person by the Board (with the assistance of Chairman's
                  counsel if Chairman so desires). Neither an act nor a failure
                  to act, on Chairman's part shall be considered "intentional"
                  unless the Chairman has acted or failed to act with a lack of
                  good faith and with a lack of reasonable belief that
                  Chairman's action or failure to act was in the best interest
                  of the Trust.

         G.       For purposes of this Agreement, "Good Reason" shall mean the
                  occurrence of any of the events or conditions described below:
                  (i) any failure to pay Chairman any compensation or benefits
                  to which he is entitled within thirty (30) days of written
                  notice thereof; (ii) the Trust's requiring Chairman to be
                  based at any location other than Chairman's then principal
                  location for his other business activities; (iii) the
                  insolvency or the filing (by any party, including the Trust)
                  of a petition for bankruptcy of the Trust, which petition is
                  not dismissed within sixty (60) days; or (iv) any material
                  breach by the Trust of any provision of this Agreement.

         H.       For purposes of this Agreement, "Disability" shall mean a
                  physical or mental condition that would entitle Chairman to
                  benefits under the Trust-sponsored long-term disability plan
                  if Chairman was an employee of the Trust and participated in
                  such disability plan, as determined by the Compensation
                  Committee.

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III.     CHAIRMAN'S DUTIES

Chairman shall perform such duties as are consistent with the office of Chairman
of the Board of Trustees and consistent with the services historically performed
by Chairman.

IV.      EXPENSES

Chairman shall be personally responsible for his office rent and office related
expenses and all business related expenses (including, without limitation,
travel expenses) which would otherwise be customarily reimbursed as expenses
incurred in connection with Trust business and/or his responsibilities as
Chairman of the Board of Trustees and will not be reimbursed by the Trust for
any such expenses.

V.       ARBITRATION

Any controversy or claim arising out of, or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in Chicago, Illinois in
accordance with the rules of the American Arbitration Association, and judgment
upon any award so rendered may be entered in any court having jurisdiction
thereof.

VI.      NOTICE

Any notice or other communication required or permitted to be transmitted under
this Agreement shall be in writing, and personally delivered or mailed, return
receipt requested, postage prepaid, addressed to the parties hereto at their
addresses following their signatures below, or at such other addresses as may be
hereafter designated by a party by notice delivered in accordance herewith. Any
notice delivered personally shall be effective on the date of delivery and any
notice mailed, as aforesaid, shall be effective on the second day following
posting.

VII.     WAIVER OF BREACH

The waiver by one party of a breach of any provision of this Agreement by the
other party shall not operate or be construed as a waiver of any subsequent
breach by the one party.

VIII.    ASSIGNMENT

The rights and obligations of the Trust and Chairman under this Agreement shall
inure to the benefit of, and shall be binding upon, the Trust and its successors
and assigns and Chairman and his heirs and personal representatives.

IX.      ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties with respect to
the subject matter hereof. It may not be changed orally but only by agreement in
writing

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signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.

X.       GOVERNING LAW AND SEVERABILITY

This Agreement shall be construed and enforced, and all questions concerning
compliance by any person with its terms shall be determined under the laws of
the State of Illinois. All provisions of this Agreement are severable and this
Agreement shall be interpreted and enforced as if all completely invalid or
unenforceable provisions were not contained herein, and partially valid and
enforceable provisions shall be enforced to the extent valid and enforceable.

                            [Signature page follows]

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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

 EQUITY OFFICE PROPERTIES TRUST,
 a Maryland real estate investment trust

By: /s/ Stanley M. Stevens
    ----------------------------------

Name: Stanley M. Stevens

Title: Executive Vice President

Address:   Two North Riverside Plaza
           Suite 2100
           Chicago, Illinois 60606
           Attention: Chief Legal Counsel

CHAIRMAN:

   /s/ Samuel Zell
--------------------------------------
       Samuel Zell

Address:    Two North Riverside Plaza
            Suite 600
            Chicago, Illinois 60606

MODIFICATION TO TRUSTEE COMPENSATION AGREEMENT

     Under Paragraph I.C. of the Trustee Compensation Agreement, restricted
share awards made to Mr. Zell are to vest over five years. In February 2004,
Mr. Zell was awarded restricted shares by the Compensation Committee vesting
over four years, which is the same vesting period as restricted share awards
made to the Company's executive officers for long-term incentive compensation.











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