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                                                                EXHIBIT 3.3

                         EQUITY OFFICE PROPERTIES TRUST


                             ARTICLES SUPPLEMENTARY


                     ESTABLISHING AND FIXING THE RIGHTS AND
                  PREFERENCES OF A SERIES OF PREFERRED SHARES


     Equity Office Properties Trust, a Maryland real estate investment trust
(the "Trust"), certifies to the State Department of Assessments and Taxation of
Maryland that:

     FIRST: Under a power contained in Article VI of the Trust's Articles of
Amendment and Restatement of Declaration of Trust (the "Declaration of Trust")
the Board of Trustees (the "Board"), by resolutions duly adopted on February
13, 1998, classified and designated 7,000,000 Preferred Shares (as defined in
the Declaration of Trust) as 5.25% Series B Convertible, Cumulative Preferred
Shares, with the preferences, conversion and other rights, voting powers,
restrictions, limitations as to distributions, qualifications and terms and
conditions of redemption of shares as follows:

(1) Designation and Number.  A series of Preferred Shares, designated the
"5.25% Series B Convertible, Cumulative Preferred Shares" (the "Series B
Preferred Shares"), is hereby established.  The par value of the Series B
Preferred Shares is $.01 per share, which is not a change in the par value of
the Preferred Shares as set forth in the Declaration of Trust.  The number of
Series B Preferred Shares shall be 7,000,000.

(2) Rank.  The Series B Preferred Shares shall, with respect to distribution
rights and rights upon voluntary or involuntary liquidation, dissolution or
winding up of the Trust, rank (a) senior to all classes or series of Common
Shares (as defined in the Declaration of Trust) and to all equity securities
the terms of which provide that such equity securities shall rank junior to
such Series B Preferred Shares; (b) on a parity with all equity securities
issued by the Trust, including the Series A Cumulative Redeemable Preferred
Shares classified and designated pursuant to resolutions duly adopted by the
Board on November 13, 1997, other than those referred to in clauses (a) and
(c); and (c) junior to all equity securities issued by the Trust which rank
senior to the Series B Preferred Shares in accordance with Section 6(d).  The
term "equity securities" shall not include convertible debt securities.

(3) Distributions.

     (a) Holders of Series B Preferred Shares shall be entitled to receive,
when and as authorized by the Board, out of funds legally available for the
payment of distributions, cumulative preferential cash distributions at the
rate of 5.25% of the $50.00 liquidation preference per annum (equivalent to a
fixed annual amount of $2.625 per share).  Distributions (which term as used
herein shall include liquidated



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damages, if any, payable pursuant to Section 3(f) hereof), shall be payable
quarterly in equal amounts in arrears on the fifteenth day of each February,
May, August and November or, if not a business day, the next succeeding
business day, beginning May 15, 1998 (each, a "Distribution Payment Date").
Any distribution (including the initial distribution) payable on the Series B
Preferred Shares for any partial distribution period shall be prorated and
computed on the basis of a 360-day year consisting of twelve 30-day months.
Distributions shall be payable to holders of record as they appear in the share
records of the Trust at the close of business on the applicable record date,
which shall be the first day of the calendar month in which the applicable
Distribution Payment Date falls or such other date designated by the Board for
the payment of distributions that is not more than 30 nor less than 10 days
prior to such Distribution Payment Date (each, a "Distribution Record Date").

     (b) No distribution on the Series B Preferred Shares shall be authorized
by the Board or paid or set apart for payment by the Trust at such time as the
terms and provisions of any agreement of the Trust, including any agreement
relating to its indebtedness, prohibits such authorization, payment or setting
apart for payment or provides that such authorization, payment or setting apart
for payment would constitute a breach thereof, or a default thereunder, or if
such authorization or payment shall be restricted or prohibited by law.  No
interest, or sum of money in lieu of interest, shall be payable in respect of
any distribution payment or payments on the Series B Preferred Shares which may
be in arrears.

     Notwithstanding the foregoing, distributions on the Series B Preferred
Shares shall accumulate whether or not any of the foregoing restrictions exist,
whether or not there are funds legally available for the payment thereof and
whether or not such distributions are authorized.  Accumulated but unpaid
distributions on the Series B Preferred Shares shall not bear interest and
holders of the Series B Preferred Shares shall not be entitled to any
distributions in excess of full cumulative distributions.  Any distribution
payment made on the Series B Preferred Shares shall first be credited against
the earliest accumulated but unpaid distribution due with respect to such
shares which remains payable.

     (c) Except as provided in subsection 3(d) herein, if any Series B
Preferred Shares are outstanding, no distributions (other than in Common Shares
or other equity securities of the Trust ranking junior to the Series B
Preferred Shares as to distributions and upon liquidation, dissolution or
winding up of the Trust) shall be declared or paid or set apart for payment nor
shall any other distribution be declared or made on any equity securities of
the Trust ranking, as to distributions or upon liquidation, dissolution or
winding up of the Trust, on a parity with or junior to the Series B Preferred
Shares for any period unless full cumulative distributions have been or
contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof set apart for such payment on the Series B Preferred Shares
for all past distribution periods and the then current distribution period, nor
shall any Common Shares, or any other equity securities of the Trust ranking
junior to or on a parity with the Series B Preferred Shares as to distributions
or upon liquidation,

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dissolution or winding up of the Trust, be redeemed, purchased or otherwise
acquired for any consideration (or any monies be paid to or made available for
a sinking fund for the redemption of any such equity securities) by the Trust
(except by conversion into or exchange for other equity securities of the Trust
ranking junior to the Series B Preferred Shares as to distributions and upon
liquidation, dissolution or winding up of the Trust).

     (d) When distributions are not paid in full (or a sum sufficient for such
full payment is not so set apart) upon the Series B Preferred Shares and any
other equity securities ranking on a parity as to distributions with the Series
B Preferred Shares, all distributions declared upon the Series B Preferred
Shares and any other equity securities ranking on a parity as to distributions
with the Series B Preferred Shares shall be declared pro rata so that the
amount of distributions declared per share of Series B Preferred Shares and
such other equity securities shall in all cases bear to each other the same
ratio that accumulated distributions per share on the Series B Preferred Shares
and such other equity securities (which shall not include any accumulation in
respect of unpaid distributions for prior distribution periods if such equity
securities do not have a cumulative distribution) bear to each other.

     (e) Holders of Series B Preferred Shares shall not be entitled to any
distribution, whether payable in cash, property or shares, in excess of full
cumulative distributions on the Series B Preferred Shares as described above.
Accumulated but unpaid distributions on the Series B Preferred Shares will
accumulate as of the Distribution Payment Date on which they first become
payable.

     (f) If the Trust fails to file a registration statement within the period
of time required by the Registration Rights Agreement dated February 18, 1998
between the Trust and Lehman Brothers Inc. (the "Registration Rights
Agreement"), or the required registration statement does not become effective
within the period of time required by the Registration Rights Agreement, or the
Trust fails to maintain the effectiveness of the registration statement as
required by the Registration Rights Agreement, or the Series B Preferred Shares
are not approved for listing by the New York Stock Exchange within the period
of time required by the Registration Rights Agreement, liquidated damages shall
accumulate on the $50.00 liquidation preference of the Series B Preferred
Shares at a rate of 0.25% per annum (equivalent to a fixed annual amount of
$0.125 per share) with respect to the first quarter immediately following such
event and at a rate of 0.50% per annum (equivalent to a fixed annual amount of
$0.25 per share) with respect to the second quarter and all subsequent quarters
following such event.

(4) Liquidation Preference.

     (a) In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Trust, the holders of the Series B Preferred Shares shall
be entitled to receive out of the assets of the Trust available for
distribution to shareholders remaining after payment or provisions for payment
of all debts and other liabilities of

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the Trust a liquidation preference of $50.00 per share, plus an amount equal to
any accumulated and unpaid distributions to the date of payment, before any
distribution of assets is made to holders of Common Shares or any other equity
securities that rank junior to the Series B Preferred Shares as to liquidation
rights.

     (b) If upon any such voluntary or involuntary liquidation, dissolution or
winding up of the Trust, the assets of the Trust are insufficient to make such
full payment to holders of the Series B Preferred Shares and the corresponding
amounts payable on all shares of other classes or series of equity securities
of the Trust ranking on a parity with the Series B Preferred Shares as to
liquidation rights, then the holders of the Series B Preferred Shares and all
other such classes or series of equity securities shall share ratably in any
such distribution of assets in proportion to the full liquidating distributions
to which they would otherwise be respectively entitled.

     (c) Written notice of any such liquidation, dissolution or winding up of
the Trust, stating the payment date or dates when, and the place or places
where, the amounts distributable in such circumstances shall be payable, shall
be given by first class mail, postage pre-paid, not less than 30 nor more than
60 days prior to the payment date stated therein, to each record holder of the
Series B Preferred Shares at the respective addresses of such holders as the
same shall appear on the share transfer records of the Trust.

     (d) After payment of the full amount of the liquidating distributions to
which they are entitled, the holders of Series B Preferred Shares shall have no
right or claim to any of the remaining assets of the Trust.

     (e) None of a consolidation or merger of the Trust with or into another
entity, a merger of another entity with or into the Trust, a statutory share
exchange by the Trust or a sale, lease or conveyance of all or substantially
all of the Trust's property or business shall be considered a liquidation,
dissolution or winding up of the Trust.

(5) Redemption.

     (a) Cash Redemption Right.  The Series B Preferred Shares are not
redeemable prior to February 15, 2003.  To ensure that the Trust remains a
qualified real estate investment trust ("REIT") for federal income tax
purposes, however, the Series B Preferred Shares shall be subject to the
provisions of Article VII of the Declaration of Trust pursuant to which Series
B Preferred Shares owned by a shareholder in excess of the Ownership Limit (as
defined in Article VII of the Declaration of Trust, and as modified by
subparagraph 9 hereof) shall automatically be transferred to a Charitable Trust
(as defined in Article VII of the Declaration of Trust) and the Trust shall
have the right to purchase such shares, as provided in Article VII of the
Declaration of Trust.  On and after February 15, 2003, the Trust, at its
option, upon giving notice as provided below, may redeem the Series B Preferred
Shares, in whole or from time to time in part, at the following redemption
prices per Series B Preferred Share if redeemed during the twelve-month period
beginning February 15 of the year indicated below, plus, in each case, all
distributions accumulated and unpaid on such

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Series B Preferred Share to the date of such redemption (the "Cash Redemption
Right"):


<TABLE>
<CAPTION>
                        Redemption Price Per
Year                    Series B Preferred Share
----                    ------------------------
<S>                     <C>
2003..................  $51.1667
2004..................  $50.8750
2005..................  $50.5833
2006..................  $50.2917
2007 and thereafter...  $50.0000
</TABLE>

     (b) Share Redemption Right.  In addition to the Cash Redemption Right set
forth in (a) above, on and after February 15, 2003, the Series B Preferred
Shares shall be redeemable by the Trust, in whole or in part, at the option of
the Trust, for such number of Common Shares as equals the liquidation
preference of the Series B Preferred Shares to be redeemed divided by the
Conversion Price (defined in subsection 7(a) herein) as of the opening of
business on the date set for such redemption (equivalent initially to a
conversion rate of 1.40056 Common Shares per Series B Preferred Share (the
"Share Redemption Right")).  The Trust may exercise the Share Redemption Right
only if for 20 Trading Days (as defined in Section 9 herein) within any period
of 30 consecutive Trading Days, including the last day of such period, the
closing price of the Common Shares on the New York Stock Exchange exceeds
$41.055 per share, subject to adjustment, under the circumstances described in
Section 7 herein, with respect to the Conversion Price.  To exercise the Share
Redemption Right, the Trust shall issue a press release announcing the
redemption prior to the opening of business on the second trading day after the
conditions described in the preceding sentences have, from time to time, been
met (the "Press Release"), but shall not issue a Press Release prior to
December 15, 2002.  The Press Release shall announce the redemption and set
forth the number of Series B Preferred Shares that the Trust intends to redeem.
The redemption date (which may not be before February 15, 2003) shall be
selected by the Trust, shall be specified in the notice of redemption and shall
be not less than 30 days or more than 60 days after the date on which the Trust
issues the Press Release.  Any date fixed for redemption pursuant to this
Section 5 is referred to herein as a "Redemption Date."

     (c) Limitations on Redemption.

     (i) The Trust may exercise the Cash Redemption Right provided that the
redemption price (other than the portion thereof consisting of accumulated and
unpaid distributions) is payable solely out of the sale proceeds of other
equity securities of the Trust, and from no other source.  For purposes of the
preceding sentence, "equity

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securities" means any equity securities (including Common Shares and Preferred
Shares (as defined in the Declaration of Trust)), shares, interest,
participation or other ownership interests (however designated) and any rights
(other than debt securities convertible into or exchangeable for equity
securities) or options to purchase any of the foregoing.

     (ii) If fewer than all of the outstanding Series B Preferred Shares are to
be redeemed or exchanged pursuant to the Cash Redemption Right or the Share
Redemption Right, the shares to be redeemed shall be determined pro rata or by
lot or in such other manner as prescribed by the Board.  If such redemption is
to be by lot and, as a result of such redemption, any holder of Series B
Preferred Shares would become a holder of a number of Series B Preferred Shares
in excess of the Ownership Limit (as defined in Section 8 herein) because such
holder's Series B Preferred Shares were not redeemed, or were only redeemed in
part, then, except as otherwise provided in the Declaration of Trust, the Trust
will redeem the requisite number of Series B Preferred Shares of such holder
such that he will not hold in excess of the Ownership Limit subsequent to such
redemption.

     (iii) Notwithstanding anything to the contrary contained herein, unless
full cumulative distributions on all Series B Preferred Shares shall have been
or contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof set apart for payment for all past distribution periods and
the current distribution period, no Series B Preferred Shares shall be redeemed
unless all outstanding Series B Preferred Shares are simultaneously redeemed or
exchanged; provided, however, that the foregoing shall not prevent the purchase
or acquisition of Series B Preferred Shares pursuant to a purchase or exchange
offer made on the same terms to holders of all outstanding Series B Preferred
Shares.  In addition, unless full cumulative distributions on all outstanding
Series B Preferred Shares have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof set apart for payment
for all past distributions periods and the then current distribution period,
the Trust shall not purchase or otherwise acquire directly or indirectly any
Series B Preferred Shares or any equity securities of the Trust ranking junior
to or on a parity with the Series B Preferred Shares as to distributions or
upon liquidation, dissolution or winding up of the Trust (except by conversion
into or exchange for equity securities of the Trust ranking junior to the
Series B Preferred Shares as to distributions and upon liquidation, dissolution
or winding up of the Trust).

     (iv) The foregoing provisions of subsections 5(c)(i)-(iii) shall not
prevent the purchase by the Trust of Series B Preferred Shares pursuant to
Article VII of the Declaration of Trust or otherwise in order to ensure that
the Trust remains qualified as a REIT for federal income tax purposes.

     (v) Immediately prior to any redemption of Series B Preferred Shares, the
Trust shall pay, in cash, any accumulated and unpaid distributions through the
Redemption Date, unless a Redemption Date falls after a Distribution Record
Date and on or prior to the corresponding Distribution Payment Date, in which
case each holder

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of Series B Preferred Shares at the close of business on such Distribution
Record Date shall be entitled to the distribution payable on such shares on the
corresponding Distribution Payment Date notwithstanding the redemption of such
shares on or prior to such Distribution Payment Date.  Except as provided
above, the Trust will make no payment or allowance for unpaid distributions,
whether or not in arrears, on Series B Preferred Shares for which a notice of
redemption has been given.

     (d) Mandatory Redemption.  The Trust shall redeem for cash all outstanding
Series B Preferred Shares on February 15, 2008 at a price of $50.00 per Series
B Preferred Share, plus accumulated and unpaid distributions to the redemption
date.

     (e) Procedures for Redemption.

     (i) Notice of redemption pursuant to the Cash Redemption Right shall be
(a) given by publication in a newspaper of general circulation in the City of
New York, such publication to be made once a week for two successive weeks
commencing not less than 30 nor more than 60 days prior to the Redemption Date;
and (b) mailed, not less than 30 nor more than 60 days prior to the Redemption
Date, to each holder of record of Series B Preferred Shares to be redeemed,
notifying such holder of the Trust's election to redeem such shares.  Notice of
redemption pursuant to the Share Redemption Right shall be given not more than
four business days after the date on which the Trust issues the Press Release
to each holder of record of the Series B Preferred Shares to be redeemed.  Such
notice shall be provided by mail at such holder's address as the same appears
on the share records of the Trust, or by publication in a newspaper of general
circulation in the City of New York.  If the Trust elects to provide such
notice by publication, it shall also promptly mail notice of such redemption to
the holders of the Series B Preferred Shares to be redeemed.  No failure to
give such notice or any defect thereto or in the mailing thereof shall affect
the validity of the proceedings for the redemption of any Series B Preferred
Shares except as to the holder to whom notice was defective or not given.

     (ii) In addition to any information required by law or by the applicable
rules of any exchange upon which the Series B Preferred Shares may be listed or
admitted to trading, such notice shall state: (i) the Redemption Date, (ii)
with respect to the Cash Redemption Right, the cash redemption price per Series
B Preferred Share and, with respect to the Share Redemption Right, the number
of Common Shares to be issued with respect to each Series B Preferred Share,
(iii) the number of shares to be redeemed (and, if fewer than all the Series B
Preferred Shares are to be redeemed from such holder, the number of shares to
be redeemed from such holder), (iv) the place or places where certificates for
such Series B Preferred Shares are to be surrendered for payment of the
redemption price in cash, with respect to the Cash Redemption Right, and in
certificates representing Common Shares with respect to the Share Redemption
Right, (v) that distributions on the shares to be redeemed will cease to
accumulate on such Redemption Date and (vi) the date upon which the holder's
conversion rights, if any, as to such shares shall terminate.


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     (iii) On or after the Redemption Date, each holder of Series B Preferred
Shares to be redeemed shall present and surrender the certificates representing
his Series B Preferred Shares to the Trust at the place designated in the
notice of redemption and thereupon the redemption price (in cash or Common
Shares, as applicable) of such shares shall be paid to or on the order of the
person whose name appears on such certificate representing Series B Preferred
Shares as the owner thereof and each surrendered certificate shall be canceled.
If fewer than all the shares represented by any such certificate representing
Series B Preferred Shares are to be redeemed, a new certificate shall be issued
representing the unredeemed shares.

     (iv) From and after the Redemption Date (unless the Trust defaults in
payment of the redemption price), all distributions on the Series B Preferred
Shares designated for redemption in such notice shall cease to accumulate and
all rights of the holders thereof, except the right to receive the redemption
price thereof (including all accumulated and unpaid distributions up to the
Redemption Date), shall cease and terminate and such shares shall not
thereafter be transferred (except with the consent of the Trust) on the Trust's
books, and such shares shall not be deemed to be outstanding for any purpose
whatsoever.  At its election, the Trust, prior to a Redemption Date, may
irrevocably deposit the redemption price (including accumulated and unpaid
distributions) of the Series B Preferred Shares so called for redemption in
trust for the holders thereof with a bank or trust company, in which case the
redemption notice to holders of the Series B Preferred Shares to be redeemed
shall (i) state the date of such deposit, (ii) specify the office of such bank
or trust company as the place of payment of the redemption price and (iii)
require such holders to surrender the certificates representing such shares at
such place on or about the date fixed in such redemption notice (which may not
be later than the Redemption Date) against payment of the redemption price
(including all accumulated and unpaid distributions to the Redemption Date).
At the close of business on a Redemption Date relating to the Trust's Share
Redemption Right, each holder of Series B Preferred Shares to be so redeemed
(unless the Trust defaults in the delivery of the Common Shares payable on such
Redemption Date) shall be deemed to be the record holder of the number of
Common Shares into which such Series B Preferred Shares is to be so redeemed,
regardless of whether such holder has surrendered the certificates representing
the Series B Preferred Shares.  Any monies or Common Shares so deposited which
remain unclaimed by the holders of the Series B Preferred Shares at the end of
two years after the Redemption Date shall be returned by such bank or trust
company to the Trust.

     (f) Status of Redeemed Shares.  Any Series B Preferred Shares that shall
at any time have been redeemed shall, after such redemption, have the status of
authorized but unissued Preferred Shares, without designation as to series
until such shares are once more designated as part of a particular series by
the Board.

     (g) No Fractional Shares.  No fractional shares or scrip representing
fractions of Common Shares shall be issued upon redemption of a Series B
Preferred Share pursuant to the Trust's Share Redemption Right.  Instead of any
fractional interest in a Common Share that would otherwise be deliverable upon
the redemption

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of a share of Series B Preferred Shares, the Trust shall pay to the holder of
such Series B Preferred Share an amount in cash in respect of such fractional
interest (computed to the nearest cent) based upon the Current Market Price of
Common Shares on the Trading Day immediately preceding the Redemption Date.  If
more than one Series B Preferred Share shall be surrendered for redemption at
one time by the same holder, the number of full Common Shares issuable upon
redemption thereof shall be computed on the basis of the aggregate number of
Series B Preferred Shares so surrendered.

     (h) Common Shares Issuable Upon Redemption.  The Trust covenants that any
Common Shares issued upon redemption of the Series B Preferred Shares shall be
validly issued, fully paid and non-assessable.

(6) Voting Rights.

     (a) Holders of the Series B Preferred Shares shall not have any voting
rights, except as provided by law and as described below.

     (b) Whenever distributions on any Series B Preferred Shares shall be in
arrears for six or more quarterly periods (a "Preferred Distribution Default"),
the holders of such Series B Preferred Shares (voting separately as a class
with all other equity securities ranking on a parity with the Series B
Preferred Shares as to distributions and upon voluntary or involuntary
liquidation, dissolution or winding up of the Trust upon which like voting
rights have been conferred and are exercisable ("Parity Preferred Shares")
shall be entitled to vote for the election of a total of two additional
trustees of the Trust (the "Preferred Share Trustees") who shall each be
elected for one-year terms. Such election shall be held at a special meeting
called by the holders of record of at least 20% of the outstanding Series B
Preferred Shares or the holders of shares of any other series of Parity
Preferred Shares so in arrears (unless such request is received less than 90
days before the date fixed for the next annual or special meeting of
shareholders) or, if the request for a special meeting is received by the Trust
less than 90 days before the date fixed for the next annual or special meeting
of the shareholders, at the next annual or special meeting of shareholders, and
at each subsequent annual meeting until all distributions accumulated on the
Series B Preferred Shares for the past distribution periods and the
distribution for the then current distribution period shall have been fully
paid or authorized and a sum sufficient for the payment thereof set aside for
payment in full.

     (c) If and when all accumulated distributions and the distribution for the
current distribution period on the Series B Preferred Shares shall have been
paid in full or set aside for payment in full, the holders of Series B
Preferred Shares shall be divested of the voting rights set forth in Section
6(b) herein (subject to revesting in the event of each and every Preferred
Distribution Default) and, if all accumulated distributions and the
distribution for the current distribution period have been paid in full or set
aside for payment in full on all other series of Parity Preferred Shares upon
which like voting rights have been conferred and are exercisable, the term of
office of each Preferred Share Trustee so elected shall terminate.  So long as
a Preferred Distribution Default shall continue, any vacancy in the office of a
Preferred Share

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Trustee may be filled by written consent of the Preferred Share Trustee
remaining in office, or if there is no such remaining trustee, by vote of
holders of a majority of the outstanding Series B Preferred Shares and any
other such other series of Parity Preferred Shares voting as a single class.
Any Preferred Share Trustee may be removed at any time with or without cause by
the vote of, and shall not be removed otherwise than by the vote of, the
holders of record of a majority of the outstanding Series B Preferred Shares
when they have the voting rights set forth in Section 6(b) (voting separately
as a class with all other series of Parity Preferred Shares upon which like
voting rights have been conferred and are exercisable).  The Preferred Share
Trustees shall each be entitled to one vote per trustee on any matter.

     (d) So long as any Series B Preferred Shares remain outstanding, the Trust
shall not, without the affirmative vote or consent of the holders of at least
two-thirds of Series B Preferred Shares outstanding at the time, given in
person or by proxy, either in writing or at a meeting (such series voting
separately as a class), (i) authorize or create, or increase the authorized or
issued amount of, any class or series of shares of beneficial interest ranking
prior to Series B Preferred Shares with respect to the payment of distributions
or the distribution of assets upon voluntary or involuntary liquidation,
dissolution or winding up of the Trust or reclassify any authorized shares of
beneficial interest of the Trust into such shares, or create, authorize or
issue any obligation or security convertible or exchangeable into or evidencing
the right to purchase any such shares; or (ii) amend, alter or repeal the
provisions of the Declaration of Trust or these Articles Supplementary, whether
by merger or consolidation (an "Event") or otherwise, so as to materially and
adversely affect any right, preference, privilege or voting power of such
Series B Preferred Shares or the holders thereof; provided, however, with
respect to the occurrence of any of the Events set forth in (ii) above, so long
as Series B Preferred Shares remain outstanding with the terms thereof
materially unchanged, taking into account that, upon the occurrence of an
Event, the Trust may not be the surviving entity and such surviving entity may
thereafter be the issuer of the Series B Preferred Shares, the occurrence of
any such Event shall not be deemed to materially adversely affect such rights,
preferences, privileges or voting powers of holders of Series B Preferred
Shares; and provided further that (x) any increase in the amount of the
authorized Preferred Shares or the creation or issuance of any other series of
Preferred Shares, or (y) any increase in the amount of authorized Series B
Preferred Shares or any other series of Preferred Shares, in each case ranking
on a parity with or junior to the Series B Preferred Shares with respect to
payment of distributions and the distribution of assets upon voluntary or
involuntary liquidation, dissolution or winding up of the Trust, shall not be
deemed to materially and adversely affect such rights, preferences, privilege
or voting powers.

     (e) The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding Series B Preferred Shares shall have been
converted, redeemed or called for redemption upon proper notice and sufficient
funds or Common Shares, as applicable, shall have been deposited in trust to
effect such redemption.


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(7) Conversion.

     (a) Subject to the restrictions on transfer and ownership referenced in
Article VII of the Declaration of Trust, any number of whole (but not
fractional) Series B Preferred Shares shall be convertible at any time, at the
option of the holders thereof, into fully paid and non-assessable Common Shares
at a conversion price of $35.70 per Common Share (equivalent to a conversion
rate of 1.40056 Common Shares for each Series B Preferred Share), subject to
adjustment as described in Section 7(f) herein (the "Conversion Price"),
provided, however, that the right to convert Series B Preferred Shares called
for redemption pursuant to Section 5 shall terminate at the close of business
on the Redemption Date, unless the Trust shall default in making payment of the
redemption price.

     (b) To exercise the conversion right, the holder of each Series B
Preferred Share to be converted shall surrender the certificate representing
such share, duly endorsed or assigned to the Trust or in blank, at the
principal office of the Transfer Agent accompanied by written notice to the
Trust that the holder thereof elects to convert such Series B Preferred Share.
Unless the shares issuable on conversion are to be issued in the same name as
the name in which such Series B Preferred Share is registered, in which case
the Trust shall bear the related taxes, each share surrendered for conversion
shall be accompanied by instruments of transfer, in form satisfactory to the
Trust, duly executed by the holder or such holder's duly authorized attorney
and an amount sufficient to pay any transfer or similar tax (or evidence
reasonably satisfactory to the Trust demonstrating that such taxes have been
paid).

     (c) Each conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which the certificates for Series
B Preferred Shares shall have been surrendered and such notice (and if
applicable, payment of an amount equal to the distribution payable on such
shares) received by the Trust as aforesaid, and the person or persons in whose
name or names any certificate or certificates for Common Shares shall be
issuable upon such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby at such time on such date,
and such conversion shall be at the Conversion Price in effect at such time and
on such date unless the share transfer books of the Trust shall be closed on
that date, in which event such person or persons shall be deemed to have become
such holder or holders of record at the close of business on the next
succeeding day on which such share transfer books are open, but such conversion
shall be at the Conversion Price in effect on the date on which such shares
have been surrendered and such notice received by the Trust.

     (d) Holders of Series B Preferred Shares at the close of business on a
Distribution Record Date shall be entitled to receive the distribution payable
on such shares on the corresponding Distribution Payment Date notwithstanding
the conversion of such shares following such Distribution Record Date and prior
to such Distribution Payment Date.  However, certificates representing Series B
Preferred Shares surrendered for conversion during the period between the close
of business on

                                       11

<PAGE>   12

any Distribution Record Date and ending with the opening of business on the
corresponding Distribution Payment Date (except shares converted after the
issuance of a notice of redemption with respect to a Redemption Date during
such period or coinciding with such Distribution Payment Date) shall be
accompanied by payment of an amount equal to the distribution payable on such
shares on such Distribution Payment Date.  A holder of Series B Preferred
Shares on a Distribution Record Date who (or whose transferee) tenders any such
shares for conversion into Common Shares on such Distribution Payment Date
shall receive the distribution payable by the Trust on such Series B Preferred
Shares on such date, and the converting holder need not include payment of the
amount of such distribution upon surrender of certificates representing such
Series B Preferred Shares for conversion.  Except as provided above, the Trust
shall make no payment or allowance for unpaid distributions, whether or not in
arrears, on converted shares or for distribution on the Common Shares that are
issued upon such conversion.

     As promptly as practicable after the surrender of certificates for Series
B Preferred Shares as aforesaid, the Trust shall issue and shall deliver at
such office to such holder, or on his written order, a certificate or
certificates for the number of full Common Shares issuable upon the conversion
of such shares in accordance with the provisions of this Section 7, and any
fractional interest in respect of a Common Share arising upon such conversion
shall be settled as provided in subsection (e) of this Section 7.

     (e) No fractional shares of scrip representing fractions of Common Shares
shall be issued upon conversion of the Series B Preferred Shares.  Instead of
any fractional interest in a Common Share that would otherwise be deliverable
upon the conversion of a share of Series B Preferred Shares, the Trust shall
pay to the holder of such share an amount in cash in respect of such fractional
interest based upon the Current Market Price of Common Shares on the Trading
Day immediately preceding the date of conversion.  If more than one Series B
Preferred Share, as the case may be, shall be surrendered for conversion at one
time by the same holder, the number of full Common Shares issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
Series B Preferred Shares so surrendered.

     (f) Conversion Price Adjustments.

            The  Conversion Price shall be adjusted from time to
                 time as follows:

            (i)  If the Trust shall after the date on which the
                 Series B Preferred Shares are first issued (the "Issue Date")
                 (A) pay or make a distribution to holders of its equity
                 securities in Common Shares, (B) subdivide its outstanding
                 Common Shares into a greater number of shares, (C) combine its
                 outstanding Common Shares into a smaller number of shares or
                 (D) issue any shares

                                       12

<PAGE>   13


                  of beneficial interest by reclassification of its Common
                  Shares, the Conversion Price in effect at the opening of
                  business on the day following the date fixed for the
                  determination of shareholders entitled to receive such
                  distribution or at the opening of business on the day
                  following the day on which such subdivision, combination or
                  reclassification becomes effective, as the case may be, shall
                  be adjusted so that the holder of any Series B Preferred
                  Shares thereafter surrendered for conversion shall be
                  entitled to receive the number of Common Shares that such
                  holder would have owned or have been entitled to receive
                  after the happening of any of the events described above had
                  such Series B Preferred Shares been converted immediately
                  prior to the record date in the case of a distribution or the
                  effective date in the case of a subdivision, combination or
                  reclassification.  An adjustment made pursuant to this
                  subsection (i) shall become effective immediately after the
                  opening of business on the day next following the record date
                  (except as provided in subsection (j) below) in the case of a
                  distribution and shall become effective immediately after the
                  opening of business on the day next following the effective
                  date in the case of a subdivision, combination or
                  reclassification.

            (ii) If the Trust shall issue after the Issue Date
                 rights, options or warrants to all holders of Common Shares
                 entitling them to subscribe for or purchase Common Shares (or
                 securities convertible into or exchangeable for Common Shares)
                 at a price per share less than the Fair Market Value per
                 Common Share on the record date for the determination of
                 shareholders entitled to receive such rights, options or
                 warrants, then the Conversion Price in effect at the opening
                 of business on the day next following such record date shall
                 be adjusted to equal the price determined by multiplying (I)
                 the Conversion Price in effect immediately prior to the
                 opening of business on the day following the date fixed for
                 such determination by (II) a fraction, the numerator of which
                 shall be the sum of (A) the number of Common Shares
                 outstanding on the close of business on the date fixed for
                 such determination and (B) the number of shares that the
                 aggregate proceeds to the Trust from the exercise of such
                 rights, options or warrants for Common Shares would purchase
                 at such Fair Market Value, and the denominator of which shall
                 be the sum of (A) the number of Common Shares outstanding on
                 the close of business on the date fixed for such determination
                 and (B) the number of additional Common Shares offered for
                 subscription or purchase pursuant to such rights, options or
                 warrants.  Such adjustment shall become effective immediately

                                       13

<PAGE>   14


                  after the opening of business on the day next following such
                  record date (except as provided in subsection (j) below).  In
                  determining whether any rights, options or warrants entitle
                  the holders of Common Shares to subscribe for or purchase
                  Common Shares at less than the Fair Market Value, there shall
                  be taken into account any consideration received by the Trust
                  upon issuance and upon exercise of such rights, options or
                  warrants, the value of such consideration, if other than
                  cash, to be determined by the Trust's Chief Executive Officer
                  or the Board of Trustees.

            (iii) If the Trust shall distribute to all holders of
                 its Common Shares any equity securities of the Trust (other
                 than Common Shares) or evidence of its indebtedness or assets
                 (excluding cash distributions paid out of the total equity
                 applicable to Common Shares, including revaluation equity,
                 less the amount of stated capital attributable to Common
                 Shares, determined on the basis of the most recent annual
                 consolidated cost basis and current value basis and quarterly
                 consolidated balance sheets of the Trust and its consolidated
                 subsidiaries available at the time of the declaration of the
                 distribution) or rights, options or warrants to subscribe for
                 or purchase any of its securities (excluding those rights,
                 options and warrants issued to all holders of Common Shares
                 entitling them to subscribe for or purchase Common Shares,
                 which rights, options and warrants are referred to in and
                 treated under subsection (ii) above) (any of the foregoing
                 being hereinafter in this subsection (iii) called the
                 "Securities"), then in each case the Conversion Price shall be
                 adjusted so that it shall equal the price determined by
                 multiplying (I) the Conversion Price in effect immediately
                 prior to the close of business on the date fixed for the
                 determination of shareholders entitled to receive such
                 distribution by (II) a fraction, the numerator of which shall
                 be the Fair Market Value per Common Share on the record date
                 mentioned below less the then fair market value (as determined
                 by the Chief Executive Officer or the Board of Trustees, whose
                 determination shall be conclusive) of the portion of the
                 shares of beneficial interest or assets or evidences of
                 indebtedness so distributed or of such rights, options or
                 warrants applicable to one Common Share, and the denominator
                 of which shall be the Fair Market Value per Common Share on
                 the record date mentioned below.  Such adjustment shall become
                 effective immediately at the opening of business on the
                 business day next following (except as provided in subsection
                 (j) below) the record date for the determination of
                 shareholders entitled to receive such distribution.  For the

                                       14

<PAGE>   15


                  purposes of this subsection (iii), the distribution of a
                  Security, which is distributed not only to the holders of the
                  Common Shares on the date fixed for the determination of
                  shareholders entitled to such distribution of such Security,
                  but also is distributed with each Common Share delivered to a
                  person converting a Series B Preferred Share after such
                  determination date, shall not require an adjustment of the
                  Conversion Price pursuant to this subsection (iii); provided
                  that on the date, if any, on which a person converting a
                  Series B Preferred Share would no longer be entitled to
                  receive such Security with a Common Share (other than as a
                  result of the termination of all such Securities), a
                  distribution of such Securities shall be deemed to have
                  occurred, and the Conversion Price shall be adjusted as
                  provided in this subsection (iii) (and such day shall be
                  deemed to be "the date fixed for the determination of the
                  shareholders entitled to receive such distribution" and "the
                  record date" within the meaning of the two preceding
                  sentences).

            (iv) If (I) the Trust shall make cash distributions to
                 all holders of its Common Shares (excluding any cash portion
                 of distributions referred to in subsection (iii) above) which,
                 when combined with (A) all such all-cash distributions made
                 within the preceding 12 months in respect of which no
                 adjustment has been made, plus (B) the amount by which any
                 cash and the fair market value, as of the relevant expiration
                 date, of other consideration payable in respect of any tender
                 offers by the Company for Common Shares expired within the
                 preceding 12 months in respect of which no adjustment has been
                 made exceeds the Current Market Price of the Common Shares
                 acquired in such tender offers, exceeds 15% of the Company's
                 market capitalization (being the product of the then Current
                 Market Price of the Common Shares times the number of Common
                 Shares then outstanding) on the record date for such
                 distribution (the amount by which such cash distributions,
                 when combined with (A) plus (B) above, exceeds such 15% of
                 such market capitalization being referred to herein as the
                 "Excess Cash Amount"), or (II) a tender offer made by the
                 Trust or any subsidiary for all or any portion of the Common
                 Shares shall expire and such tender offer shall require
                 payment to shareholders of aggregate consideration having a
                 fair market value which, when combined with (C) the aggregate
                 of the amount by which the cash plus the fair market value, as
                 of the expiration of such tender offer, of other consideration
                 payable in respect of any other tender offer by the Company or
                 any subsidiary for all or any portion of the Common Shares
                 expiring within 12 months preceding the expiration of such
                 tender offer

                                       15

<PAGE>   16


                  and in respect of which no adjustment pursuant to this
                  subsection (f)(iv) has been made exceeds the Current Market
                  Price of the Common Shares acquired in such tender offer,
                  plus (D) the aggregate amount of any distributions to all
                  holders of Common Shares made exclusively in cash within the
                  12 months preceding the expiration of such tender offer and
                  in respect of which no adjustment pursuant to clause (I)
                  above has been made, exceeds 15% of the product of the
                  Current Market Price per share of the Common Shares as of the
                  last time tenders could have been made pursuant to such
                  tender offer times the number of Common Shares outstanding
                  (including tendered shares) (the amount by which such
                  aggregate consideration, when combined with (C) plus (D)
                  above, exceeds such 15% of such product being referred to
                  herein as the "Excess Tender Amount"), then in each case the
                  Conversion Price shall be adjusted so that it shall equal the
                  price determined by multiplying (Y) the Conversion Price in
                  effect immediately prior to the close of business on the date
                  fixed for the determination of shareholders entitled to
                  receive such distribution by (Z) a fraction, the numerator of
                  which shall be the Fair Market Value per Common Share on the
                  record date mentioned below less the Excess Cash Amount, if
                  any, and the Excess Tender Amount, if any, and the
                  denominator of which shall be the Fair Market Value per
                  Common Share on the record date mentioned below.  Such
                  adjustment shall become effective immediately at the opening
                  of business on the business day next following (except as
                  provided in subsection (j) below) the record date for the
                  determination of shareholders entitled to receive such
                  distribution, or the expiration date of such tender offer, as
                  the case may be.

            (v)  No adjustment in the Conversion Price shall be
                 required unless such adjustment would require a cumulative
                 increase or decrease of at least 1% in such price; provided,
                 however, that any adjustments that by reason of this
                 subsection (v) are not required to be made shall be carried
                 forward and taken into account in any subsequent adjustment
                 until made; and provided, further, that any adjustment shall
                 be required and made in accordance with the provisions of this
                 Section 7 (other than this subsection (v)) not later than such
                 time as may be required in order to preserve the tax-free
                 nature of a distribution to the holders of Common Shares.
                 Notwithstanding any other provisions of this Section 7, the
                 Trust shall not be required to make any adjustment of the
                 Conversion Price for the issuance of any Common Shares
                 pursuant to any plan providing

                                       16

<PAGE>   17


                  for the reinvestment of distributions or interest payable on
                  securities of the Trust and the investment of additional
                  optional amounts in Common Shares under such plan.  All
                  calculations under this Section 7 shall be made to the
                  nearest cent with ($.005 being rounded upward) or to the
                  nearest one-tenth of a share (with .05 of a share being
                  rounded upward), as the case may be.  Anything in this
                  subsection (f) to the contrary notwithstanding, the Trust
                  shall be entitled, to the extent permitted by law, to make
                  such reductions in the Conversion Price, in addition to those
                  required by this subsection (f), as it in its discretion
                  shall determine to be advisable in order that any share
                  distributions, subdivision of shares, reclassification or
                  combination of shares, distribution of rights, options or
                  warrants to purchase shares or securities, or a distribution
                  of other assets (other than cash distributions) hereafter
                  made by the Trust to its shareholders shall not be taxable.

      (g)  If the Trust shall be a party to any transaction (including,
           without limitation, a merger, consolidation, statutory share
           exchange, self tender offer for all or substantially all of the
           Common Shares, sale of all or substantially all of the Trust's
           assets or recapitalization of the Common Shares and excluding any
           transaction as to which subsection (f)(i) of this Section 7 applied)
           (each of the foregoing being referred to herein as a "Transaction"),
           in each case as a result of which Common Shares shall be converted
           into the right to receive shares, stock, securities or other
           property (including cash or any combination thereof), each Series B
           Preferred Share which is not converted into the right to receive
           shares, stock, securities or other property in connection with such
           Transaction shall thereafter be convertible into the kind and amount
           of shares, stock, securities and other property (including cash or
           any combination thereof) receivable upon the consummation of such
           Transaction by a holder of that number of Common Shares into which
           one Series B Preferred Share was convertible immediately prior to
           such Transaction, assuming such holder of Common Shares (i) is not a
           Person with which the Trust consolidated or into which the Trust
           merged or which merged into the Trust or to which such sale or
           transfer was made, as the case may be (a "Constituent Person"), or
           an affiliate of a Constituent Person and (ii) failed to exercise his
           rights of the election, if any, as to the kind or amount of shares,
           stock, securities and other property (including cash) receivable
           upon such Transaction (each a "Non-Electing Share") (provided that
           if the kind and amount of shares, stock, securities and other
           property (including cash) receivable upon such Transaction is not
           the same for each Non-Electing Share, the kind and amount receivable
           by each Non-Electing Share shall be deemed to be the kind and amount
           receivable per share by a plurality

                                       17

<PAGE>   18


            of the Non-Electing Shares).  The Trust shall not be a party to any
            Transaction unless the terms of such Transaction are consistent
            with the provisions of this subsection (g), and it shall not
            consent or agree to the occurrence of any Transaction until the
            Trust has entered into an agreement with the successor or
            purchasing entity, as the case may be, for the benefit of the
            holders of the Series B Preferred Shares that will contain
            provisions enabling the holders of the Series B Preferred Shares
            that remain outstanding after such Transaction to convert into the
            consideration received by holders of Common Shares at the
            Conversion Price in effect immediately prior to such Transaction.
            The provisions of this subsection (g) shall similarly apply to
            successive Transactions.

      (h)  If:

            (i)  the Trust shall declare a distribution on the
                 Common Shares (other than in cash out of the total equity
                 applicable to Common Shares, including revaluation equity,
                 less the amount of stated capital attributable to Common
                 Shares, determined on the basis of the most recent annual
                 consolidated cost basis and current value basis and quarterly
                 consolidated balance sheets of the Trust and its consolidated
                 subsidiaries available at the time of the declaration of the
                 distribution) or there shall be a reclassification,
                 subdivision or combination of Common Shares; or

            (ii) the Trust shall authorize the granting to the
                 holders of the Common Shares of rights, options or warrants to
                 subscribe for or purchase any shares of any class or any other
                 rights, options or warrants; or

            (iii) the Trust shall authorize the payment of any
                 Excess Cash Amount or Excess Tender Amount; or

            (iv) there shall be any reclassifications of the
                 Common Shares (other than an event to which subsection (f)(i)
                 of this Section 7 applied) or any consolidation or merger to
                 which the Trust is a party and for which approval of any
                 shareholders of the Trust is required, or a statutory share
                 exchange involving the conversion or exchange of Common Shares
                 into securities or other property, or a self tender offer by
                 the Trust for all or substantially all of its outstanding
                 Common Shares, or the sale or transfer of all or substantially
                 all of the assets of the Trust as an entity and for which
                 approval of any stockholder of the Trust is required; or


                                       18

<PAGE>   19


            (v)  there shall occur the voluntary or involuntary
                 liquidation, dissolution or winding up of the Trust,

            then the Trust shall cause to be filed with the Transfer Agent and
            shall cause to be mailed to the holders of the Series B Preferred
            Shares at their addresses as shown on the share records of the
            Trust, as promptly as possible, but at least 15 days prior to the
            applicable date hereinafter specified, a notice stating (A) the
            date on which a record is to be taken for the purpose of such
            distribution or rights, options or warrants, or, if a record is not
            to be taken, the date as of which the holders of Common Shares of
            record to be entitled to such distribution or rights, options or
            warrants are to be determined or (B) the date on which such
            reclassification, subdivision, combination, consolidation, merger,
            statutory share exchange, sale, transfer, liquidation, dissolution
            or winding up is expected to become effective, and the date as of
            which it is expected that holders of Common Shares of record shall
            be entitled to exchange their Common Shares for securities or other
            property, if any, deliverable upon such reclassification,
            subdivision, combination, consolidation, merger, statutory share
            exchange, sale, transfer, liquidation, dissolution or winding up.
            Failure to give or receive such notice or any defect therein shall
            not affect the legality or validity of the proceedings described in
            this Section 7.

      (i)  Whenever the Conversion Price is adjusted as herein provided,
           the Trust shall promptly file with the Transfer Agent an officer's
           certificate setting forth the Conversion Price after such adjustment
           and setting forth a brief statement of the facts requiring such
           adjustment, which certificate shall be conclusive evidence of the
           correctness of such adjustment absent manifest error.  Promptly
           after delivery of such certificate, the Trust shall prepare a notice
           of such adjustment of the Conversion Price setting forth the
           adjusted Conversion Price and the effective date such adjustment
           becomes effective and shall mail such notice of such adjustment of
           the Conversion Price to the holder of each Series B Preferred Share
           at such holder's last address as shown on the share records of the
           Trust.

      (j)  In any case in which subsection (f) of this Section 7
           provides that an adjustment shall become effective on the date next
           following the record date for an event, the Trust may defer until
           the occurrence of such event (A) issuing to the holder of any Series
           B Preferred Shares converted after such record date and before the
           occurrence of such event the additional Common Shares issuable upon
           such conversion by reason of the adjustment required by such event
           over and above the Common Shares issuable upon such conversion
           before giving effect to

                                       19

<PAGE>   20


            such adjustment and (B) fractionalizing any Series B Preferred
            Share and/or paying to such holder any amount of cash in lieu of
            any fraction pursuant to subsection (e) of this Section 7.

      (k)  There shall be no adjustment of the Conversion Price in case
           of the issuance of any shares of beneficial interest of the Trust in
           a reorganization, acquisition or other similar transaction except as
           specifically set forth in this Section 7.  If any action or
           transaction would require adjustment of the Conversion Price
           pursuant to more than one subsection of this Section 7, only one
           adjustment shall be made, and such adjustment shall be the amount of
           adjustment that has the highest absolute value.

      (l)  If the Trust shall take any action affecting the Common
           Shares, other than action described in this Section 7, that in the
           opinion of the Board of Trustees would materially adversely affect
           the conversion rights of the holders of the Series B Preferred
           Shares, the Conversion Price for the Series B Preferred Shares may
           be adjusted, to the extent permitted by law, in such manner, if any,
           and at such time, as the Board of Trustees, in its sole discretion,
           may determine to be equitable in the circumstances.

      (m)  The Trust covenants that it will at all times reserve and
           keep available, free from preemptive rights, out of the aggregate of
           its authorized but unissued Common Shares, for the purpose of
           effecting conversion of the Series B Preferred Shares, the full
           number of Common Shares deliverable upon the conversion of all
           outstanding Series B Preferred Shares not theretofore converted.
           For purposes of this subsection (m), the number of Common Shares
           that shall be deliverable upon the conversion of all outstanding
           Series B Preferred Shares shall be computed as if at the time of
           computation all such outstanding shares were held by a single
           holder.

            The Trust covenants that any Common Shares issued upon conversion
            of the Series B Preferred Shares shall be validly issued, fully
            paid and non-assessable.  Before taking any action that would cause
            an adjustment reducing the Conversion Price below the then-par
            value of the Common Shares deliverable upon conversion of the
            Series B Preferred Shares, the Trust will take any action that, in
            the opinion of its counsel, may be necessary in order that the
            Trust may validly and legally issue fully paid and non-assessable
            Common Shares at such adjusted Conversion Price.

            Prior to the delivery of any securities that the Trust shall be
            obligated to deliver upon conversion of the Series B Preferred
            Shares, the Trust

                                       20

<PAGE>   21


            shall endeavor to comply with all federal and state laws and
            regulations thereunder requiring the registration of such
            securities with, or any approval of or consent to the delivery
            thereof by any governmental authority.

      (n)  The Trust will pay any and all documentary stamp or similar
           issue or transfer taxes payable in respect of the issue or delivery
           of Common Shares or other securities or property on conversion or
           redemption of the Series B Preferred Shares pursuant hereto;
           provided, however, that the Trust shall not be required to pay any
           tax that may be payable in respect of any transfer involved in the
           issue or delivery of  Common Shares or other securities or property
           in a name other than that of title holder of the Series B Preferred
           Shares to be converted or redeemed, and no such issue or delivery
           shall be made unless and until the person requesting such issue or
           delivery has paid to the Trust the amount of any such tax or
           established, to the reasonable satisfaction of the Trust, that such
           tax has been paid.

(8) Ownership Limitations.  The Series B Preferred Shares are subject to the
restrictions on transferability and ownership provisions described in Article
VII of the Declaration of Trust.  The ownership limit as described in Article
VII of the Declaration of Trust (the "Ownership Limit"), with respect to the
Series B Preferred Shares shall mean the greater of (1) 9.9% of the Series B
Preferred Shares (in value or number, whichever is more restrictive) or (ii)
such number of Series B Preferred Shares such that five persons who are
considered individuals pursuant to Section 542 of the Internal Revenue Code of
1986, as amended (the "Code"), as modified by Section 856(h)(3) of the Code
(taking into account all Excepted Holders (as defined in the Declaration of
Trust)), could not Beneficially Own (as defined in the Declaration of Trust),
in the aggregate, more than 49.5% of the value of the outstanding shares of
beneficial interest of the Trust.

(9) Definitions.

     "Current Market Price" of publicly traded Common Shares or any other class
of shares of beneficial interest or other security of the Trust or any other
issuer for any day shall mean the last reported sales price, regular way, on
such day, or, if no sale takes place on such day, the average of the reported
closing bid and asked prices on such day, regular way, in either case as
reported on the New York Stock Exchange ("NYSE") or, if such security is not
listed or admitted for trading on the NYSE, on the principal national
securities exchange on which such security is listed or admitted for trading
or, if not listed or admitted for trading on any national securities exchange,
on the NASDAQ National Market or, if such security is not quoted on such NASDAQ
National Market, the average of the closing bid and asked prices on such day in
the over-the-counter market as reported by NASDAQ or, if bid and asked prices
for such security on such day shall not have been reported through NASDAQ, the
average of the bid and asked prices on such day as furnished by any NYSE member
firm regularly

                                       21

<PAGE>   22


making a market in such security selected for such purpose by the Chief
Executive Officer of the Trust or the Board of Trustees.

     "Fair Market Value" shall mean the average of the daily Current Market
Prices per Common Share during the five consecutive Trading Days selected by
the Trust commencing not more than 20 Trading Days before, and ending not later
than, the earlier of the day in question and the day before the "ex" date with
respect to the issuance or distribution requiring such computation.  The term "
'ex' date," when used with respect to any issuance or distribution, means the
first day on which the Common Shares trade regular way, without the right to
receive such issuance or distribution, on the exchange or in the market, as the
case may be, used to determine that day's Current Market Price.

     "Trading Day" shall mean any day on which the securities in question are
traded on the NYSE or, if such securities are not listed or admitted for
trading on the NYSE, on the principal national securities exchange on which
such securities are listed or admitted or, if not listed or admitted for
trading on any national securities exchange, on the NASDAQ National Market or,
if such securities are not quoted on such NASDAQ National Market, in the
applicable securities market in which the securities are traded.

     "Transfer Agent" means Bank of Boston EquiServe LLP, an affiliate of First
National Bank of Boston, or such other agent or agents of the Trust as may be
designated by the Board of Trustees or its designee as the transfer agent for
the Series B Preferred Shares.

     SECOND:  The Series B Preferred Shares have been classified and designated
by the Board under the authority contained in the Declaration of Trust.

     THIRD:  These Articles Supplementary have been approved by the Board in
the manner and by the vote required by law.

     FOURTH:  These Articles Supplementary shall be effective at the time the
State Department of Assessments and Taxation of Maryland accepts these Articles
Supplementary for record.

     FIFTH:  The undersigned President of the Trust acknowledges these Articles
Supplementary to be the act of the Trust and, as to all matters or facts
required to be verified under oath, the undersigned President acknowledges that
to the best of his knowledge, information and belief, these matters and facts
are true in all material respects and that this statement is made under the
penalties for perjury.


                                       22

<PAGE>   23



     IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary to
be executed under seal in its name and on its behalf by its President and
attested to by its Secretary on this 18th day of February, 1998.


                                    EQUITY OFFICE PROPERTIES TRUST


                                    By:  /s/ TIMOTHY H. CALLAHAN
                                         -------------------------------------
                                         Timothy H. Callahan
                                         President and Chief Executive Officer

[SEAL]

ATTEST:


/s/ STANLEY M. STEVENS
---------------------------------------
Stanley M. Stevens, Secretary