##### 



Exhibit 10.19 EQUITY OFFICE
THIRD AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT SAVINGS PLAN As Amended and Restated Effective October 5, 2004




---



##### 



TABLE OF CONTENTS SECTION
    
    PAGEARTICLE 1 INTRODUCTION
    
    
    11.1 Background and Purpose of Plan
    
    
    11.2 Status of Plan
    
    
    1ARTICLE 2 DEFINITIONS
    
    
    1ARTICLE 3 PARTICIPATION
    
    
    63.1 Satisfaction of Eligibility Requirements
    
    
    63.2 Commencement of Participation
    
    
    63.3 Continued Participation
    
    
    63.4 Suspension of Participation
    
    
    6ARTICLE 4 CASH DEFERRALS AND SHARE DEFERRALS
    
    
    64.1 Cash Deferrals
    
    
    64.2 Share Deferrals
    
    
    84.3 Enrollment Forms
    
    
    9ARTICLE 5 ACCOUNTS
    
    
    95.1 Accounts
    
    
    95.2 Trusts
    
    
    105.3 Deemed Investments
    
    
    10ARTICLE 6 VESTING
    
    
    11ARTICLE 7 PAYMENTS
    
    
    117.1 Election as to Time and Form of Payment
    
    
    117.2 Termination of Service
    
    
    127.3 Death
    
    
    127.4 Withdrawal Due to Unforeseeable Emergency
    
    
    137.5 Other Withdrawals
    
    
    137.6 Taxes
    
    
    13ARTICLE 8 LIABILITY
    
    
    148.1 Employer Liability
    
    
    148.2 Successor Liability
    
    
    14ARTICLE 9 PLAN ADMINISTRATOR
    
    
    149.1 Plan Administration and Interpretation
    
    
    149.2 Powers, Duties, Procedures
    
    
    15
 i




---



##### 



SECTION
    
    PAGE9.3 Information
    
    
    159.4 Indemnification of Plan Administrator
    
    
    15ARTICLE 10 AMENDMENT AND TERMINATION
    
    
    1510.1 Amendments
    
    
    1510.2 Termination of Plan
    
    
    15ARTICLE 11 CLAIMS PROCEDURE
    
    
    1611.1 Denial of Claim
    
    
    1611.2 Review of Claim
    
    
    16ARTICLE 12 MISCELLANEOUS
    
    
    1712.1 No Funding
    
    
    1712.2 Non-Assignability
    
    
    1712.3 Limitation of Participants Rights
    
    
    1712.4 Participants Bound
    
    
    1812.5 Receipt and Release
    
    
    1812.6 Governing Law
    
    
    1812.7 Headings and Subheadings
    
    
    18
 ii




---



##### 



ARTICLE 1INTRODUCTION 1.1Background and Purpose of Plan Equity Office Properties Trust (EOPT) established, effective November 1, 1997, the Equity
Office Supplemental Retirement Savings Plan (Plan). This document is an amendment and
restatement of the Plan effective as of October 5, 2004. The Plan provides a means by which Eligible Trustees and Eligible Employees may elect to defer
receipt of portions of their Compensation, to defer income with respect to the ownership of
Unrestricted Shares, the vesting of Restricted Shares, and the exercise of Share Options and Share
Appreciation Rights, and to save for their retirement. 1.2Status of Plan It is intended that the Plan be a plan which is unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a select group of management or
highly compensated employees within the meaning of ERISA §§ 201(2), 301(a)(3) and 401(a)(1), and
that the Plan be interpreted and administered consistently with that intent. ARTICLE 2DEFINITIONS Wherever used herein, the following terms have the meanings set forth below, unless a
different meaning is clearly required by the context: Account means the account established for each Participants benefit pursuant to
Section 5.1. Cash Deferral means the portion of Compensation that is deferred by a Participant
pursuant to Section 4.1. Change in Control means any of the following events:  (a)
    An acquisition (other than directly from EOPT) of any voting securities of EOPT
(the Voting Securities) by any Person (as the term person is used for purposes of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the 1934
Act)), immediately after which such Person has Beneficial Ownership (within the
meaning of Rule 13d-3 promulgated under the 1934 Act) of 30% or more of the combined
voting power of EOPTs then outstanding Voting Securities; provided, however, that in
determining whether a Change in Control has occurred, Voting Securities which are
acquired in a Non-Control Acquisition (as hereinafter defined) shall not constitute
an acquisition which would cause a Change in Control. A Non-Control Acquisition
shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part
thereof) 1




---



##### 



maintained by (x) EOPT and/or one or more of its affiliates or (y) any corporation
or other Person of which a majority of its voting power or its equity securities or
equity interest is owned directly or indirectly by EOPT (a Subsidiary), (ii) EOPT
or any Subsidiary or (iii) any Person in connection with a Non-Control Transaction
(as hereinafter defined).Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the Subject Person) acquired Beneficial Ownership of
more than the permitted amount of the outstanding Voting Securities as a result of
the acquisition of Voting Securities by EOPT which, by reducing the number of Voting
Securities outstanding, increases the proportional number of shares Beneficially
Owned by the Subject Person, provided that if a Change in Control would occur (but
for the operation of this sentence) as a result of the acquisition of Voting
Securities by EOPT, and after such share acquisition by EOPT, the Subject Person
becomes the Beneficial Owner of any additional Voting Securities which increases the
percentage of the then outstanding Voting Securities Beneficially Owned by the
Subject Person, then a Change in Control shall occur.(b)
    Approval by shareholders of EOPT of:  (i)
    A merger, consolidation or reorganization involving EOPT, if:  (A)
    the shareholders of EOPT, immediately before
such merger, consolidation or reorganization, fail to own, directly or
indirectly, immediately following such merger, consolidation or
reorganization, at least seventy percent (70%) of the combined voting
power of the outstanding Voting Securities of the entity resulting from
such merger or consolidation or reorganization (the Surviving
Corporation) in substantially the same proportion as their ownership
of the Voting Securities immediately before such merger, consolidation
or reorganization; and(B)
    the individuals who were members of the
Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization do not
constitute at least a majority of the members of the board of directors
of the Surviving Corporation or a corporation beneficially owning,
directly or indirectly, a majority or the Voting Securities of the
Surviving Corporation. (A merger, consolidation or reorganization involving EOPT which fails
to satisfy the conditions described in clauses (A) and (B) shall
herein be referred to as a Non-Control Transaction.);  (ii)
    A complete liquidation or dissolution of EOPT; or 2




---



##### 



(iii)
    An agreement for the sale or other disposition of all or
substantially all of the assets of EOPT to any Person (other than to an entity
of which EOPT directly or indirectly owns at least 70% of the voting shares).  (c)
    The rejection by the voting Beneficial Owners of the outstanding Shares of the
entire slate of trustees that the Board proposes at a single election of trustees of
EOPT.(d)
    The rejection by the voting Beneficial Owners of the outstanding Shares of
one-half or more of the trustees that the Board proposes over any two or more
consecutive elections of trustees of EOPT.(e)
    Notwithstanding anything contained in this Plan to the contrary, if a
Participants employment is terminated prior to a Change in Control and the Participant
reasonably demonstrates that such termination: (i) was at the request of a third party
who has indicated an intention or taken steps reasonably calculated to effect a Change
in Control and who effectuates a Change in Control (a Third Party) or (ii) otherwise
occurred in connection with, or in anticipation of, a Change in Control which actually
occurs, then for all purposes of this Plan, the date of a Change in Control with
respect to the Participant shall mean the date immediately prior to the date of such
termination of the Participants employment. COC means the Compensation Committee of the Board of Trustees of EOPT. Code means the Internal Revenue Code of 1986, as amended from time to time. Reference
to any section or subsection of the Code includes reference to any comparable or succeeding
provisions of any legislation that amends, supplements or replaces the section or subsection. Compensation means cash compensation payable by an Employer (before deductions) for
service performed for the Employer that currently would be includable in gross income and consists
of either the Participants (i) salary, (ii) commissions, and/or (iii) incentive pay. In the case
of an Eligible Trustee, Compensation shall include Board and Committee fees paid in cash. Credited Service means the Participants Years of Credited Service as calculated for
purposes of the Qualified Plan. Eligible Employee means those selected employees of an Employer whose anticipated
total annualized Compensation is not less than $160,000 or who were active Participants on
September 1, 2003. Eligible Trustee means a member of the Board of Trustees of EOPT who, as determined by
the Chief Legal Counsel of EOPT, is not prevented from participating pursuant to the terms
governing the members service on the Board of Trustees of EOPT. 3




---



##### 



Employer means EOPT or any other entity that participates in the Plan with the consent
of EOPT. Enrollment Form means the document(s) prescribed by the Plan Administrator pursuant to
which a Participant elects to defer Compensation and/or defer income with respect to the ownership
of Unrestricted Shares, the vesting of Restricted Shares, and the exercise of Share Options or
Share Appreciation Rights, and any other related elections pursuant to the Plan. Entry Date means (i) March 1; and (ii) in the case of an individual described in
Section 4.1(c)(ii), the effective date of the individuals Enrollment Form. EOPT means Equity Office Properties Trust, a Maryland real estate investment trust,
and any successor thereto. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time
to time. Reference to any section or subsection of ERISA includes reference to any comparable or
succeeding provisions of any legislation that amends, supplements or replaces that section or
subsection. Insolvent means, with respect to an Employer, either (i) the Employer is unable to pay
its debts as they become due, or (ii) the Employer is subject to a pending proceeding as a debtor
pursuant to the United States Bankruptcy Code. Participant means an individual who has an Account balance under the Plan. Plan means the Equity Office Third Amended and Restated Supplemental Retirement
Savings Plan, as set forth herein and as amended from time to time. Plan Administrator means the Executive Vice President-Human Resources and
Communications of EOPT and each other person, persons or entity designated by EOPT to administer
the Plan and to serve as the agent for the settlor of the Trust(s) as contemplated by the agreement
establishing the Trust(s), or an alternate designated by EOPT with respect to any matters relating
solely to the Plan Administrator as a Participant. If no person is serving as the Executive Vice
President-Human Resources and Communications at any time, EOPT shall be the Plan Administrator. Plan Year means the 12-month period ending on December 31. Qualified Plan means the Equity Office Properties Trust Retirement Savings Plan. Restricted Share means a Share that is subject to a substantial risk of forfeiture for
purposes of Code § 83. Share means a share of beneficial interest, par value $ .01 per share, of EOPT. 4




---



##### 



Share Appreciation Right means a right granted by EOPT to share in the appreciation in
value of Shares. Share Deferral means a deferral of income with respect to the ownership of an
Unrestricted Share, the vesting of a Restricted Share, or the exercise of a Share Option or Share
Appreciation Right made by a Participant pursuant to Section 4.2. Share Option means an option granted by EOPT to purchase Shares. Share Unit means a bookkeeping entry reflecting the deemed investment of a
Participants Account in a Share. Total and Permanent Disability means a physical or mental condition that entitles a
Participant to benefits pursuant to the Employer-sponsored long-term disability plan in which the
Participant participates. Trust means the grantor trust(s) established by EOPT, or each other Employer, to hold
assets contributed in accordance with the Plan. Trustee means the trustee or trustees of each Trust. Unforeseeable Emergency means a severe financial hardship of a Participant or
beneficiary resulting from:  (a)
    an illness or accident of the Participant or beneficiary, the
Participants or beneficiarys spouse, or the Participants or beneficiarys
dependent (as defined in Code § 152(a));(b)
    loss of the Participants or beneficiarys property due to casualty; or(c)
    other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant or
beneficiary. Whether a Participant or beneficiary is faced with an unforeseeable emergency permitting a
distribution is to be determined based on the relevant facts and circumstances, but, in any case, a
distribution on account of unforeseeable emergency may not be made to the extent that the emergency
is or may be relieved through reimbursement or compensation from insurance or otherwise; by
liquidation of the participants assets, to the extent the liquidation of the assets would not
itself cause severe financial hardship; or by cessation of deferrals pursuant to the Plan. The
definition of Unforeseeable Emergency shall be consistent with the intent of Treasury Regulation
§ 1.457-6(c)(2). Unrestricted Share means a Share that is not subject to a substantial risk of
forfeiture for purposes of Code § 83. 5




---



##### 



ARTICLE 3PARTICIPATION 3.1Satisfaction of Eligibility Requirements Prior to the applicable Entry Date, the Plan Administrator shall determine in its discretion
the Eligible Employees and Eligible Trustees who may commence participation in the Plan as of that
Entry Date. Prior to each Plan Year, the Plan Administrator shall determine in its discretion the
Participants who may continue their participation in the Plan for that Plan Year. The Plan
Administrator shall notify Eligible Employees and Eligible Trustees of their eligibility to
participate in the Plan and provide them with an Enrollment Form. If the Plan Administrator
determines that a Participant is not eligible to participate in the Plan as of an upcoming Plan
Year, the Participant shall be subject to a suspension of participation as described in Section 3.4
below. 3.2Commencement of Participation An Eligible Employee or Eligible Trustee shall become a Participant on the first date as of
which a Cash Deferral or Share Deferral is credited to the Participants Account. 3.3Continued Participation Subject to Section 7.2, a Participant shall continue to be a Participant so long as any amount
remains credited to the Participants Account. 3.4Suspension of Participation If, pursuant to Section 3.1, the Plan Administrator determines that an active Participant is
no longer eligible to participate in the Plan, the Plan Administrator shall notify the Participant,
and the Participants Cash Deferrals and Share Deferrals shall be suspended until the next Plan
Year that the Participant is eligible to participate. If the Plan Administrator, pursuant to
Section 3.1, determines that the Participant again is eligible to participate, the Plan
Administrator shall notify the Participant, and the Participant shall be permitted to resume active
participation in the Plan as of the next Entry Date in the ensuing Plan Year in accordance with
Article 4. ARTICLE 4CASH DEFERRALS AND SHARE DEFERRALS 4.1Cash Deferrals (a) An individual who is an Eligible Employee or Eligible Trustee may elect for any Plan Year
to defer receipt of a whole percentage or whole dollar amount of the Compensation otherwise payable
to the individual, on and after a subsequent Entry Date. For purposes of the foregoing, the Cash
Deferral of each Eligible Employee shall equal the lesser of (i) the elected percentage of the
individuals Compensation or elected dollar amount, as the case may be; or (ii) the entire amount
of the individuals Compensation remaining after (A) all 6




---



##### 



contributions that the Eligible Employee has elected pursuant to all other retirement and
welfare benefit plans maintained by the Employer have been deducted from the individuals
Compensation, and (B) all deductions from Compensation required by law, including Social Security
and Medicare taxes, have been made. An Eligible Employee or Eligible Trustee who desires to defer
in accordance with this Section shall complete and file an Enrollment Form with the Plan
Administrator. Notwithstanding any Plan provision to the contrary, an Eligible Employee or
Eligible Trustee may not reduce the percentage or dollar amount elected for deferral. (b) Notwithstanding Section 4.1(a), an Eligible Employee or Eligible Trustee may not defer any
amount for a period of six months following the Eligible Employees or Eligible Trustees receipt
of a hardship withdrawal pursuant to any qualified plan of the Employer. (c) Elections to defer Compensation must be made as described in paragraphs (i), (ii), and
(iii) below.  (i)
    An Enrollment Form with respect to salary,
commissions, and Board and Committee fees, paid for any Plan Year shall
be filed on or before a deadline established by the Plan Administrator,
but in no event later than the December 31 preceding the first day of
the Plan Year.(ii)
    Notwithstanding paragraph (i), in the case of
an individual who first becomes an Eligible Employee or Eligible
Trustee following the commencement of a Plan Year, the Enrollment Form
shall be effective with respect to salary, commissions, and Board and
Committee fees, paid after the date the Enrollment Form is filed,
provided the Enrollment Form is filed within 30 days after the date the
individual becomes an Eligible Employee or Eligible Trustee.(iii)
    An Enrollment Form with respect to incentive
pay shall be filed no later than October 1 of the Plan Year preceding
the Plan Year in which the incentive pay is otherwise payable;
provided, however, in the case of an individual who first becomes an
Eligible Employee after October 1 of any Plan Year, the Enrollment Form
will be effective if it is filed no later than 30 days after the
individual becomes an Eligible Employee and before the start of the
Plan Year in which the incentive pay is otherwise payable. (d) For each Plan Year, each Enrollment Form with respect to Compensation, except for any
Enrollment Form filed pursuant to Section 4.1(c)(iii), shall be effective for all salary,
commissions, and Board and Committee fees, paid to the Participant filing the Enrollment Form on
and after the Entry Date. Each Enrollment Form with respect to Compensation, except for any
Enrollment Form filed pursuant to Section 4.1(c)(iii), shall also apply to Entry Dates in
subsequent Plan Years unless the Participant elects to file a new Enrollment Form before the 7




---



##### 



start of the subsequent Plan Year in accordance with Section 4.1, or until the time (if any)
that the Participant is suspended from the Plan, as provided pursuant to Section 3.4. 4.2Share Deferrals (a) Share Deferrals may be made by or for an Eligible Employee or Eligible Trustee in
accordance with the following: (i) An individual who is an Eligible Employee or Eligible Trustee and who has received (or is
to receive) a Restricted Share, Share Option or Share Appreciation Right, or is to receive an
Unrestricted Share, may elect to (A) with respect to an Unrestricted Share, defer the ownership
thereof; (B) with respect to a Restricted Share, transfer the ownership of the Share immediately
prior to the time it vests and becomes an Unrestricted Share; or (C) with respect to the exercise
of a Share Option in which the exercise price is paid by surrender (which may be constructive
surrender by attestation of ownership) of previously owned Shares with a fair market value equal to
the exercise price of the Share Option, defer the ownership of the Shares to be transferred upon
such exercise or (D) with respect to the exercise of a Share Appreciation Right, defer the
ownership of the Shares or other proceeds to be transferred upon such exercise. An Eligible
Employee or Eligible Trustee who desires to elect a Share Deferral shall complete and file an
Enrollment Form with the Plan Administrator. (ii) Board of Trustees or Board Committee fees payable in Unrestricted Shares to Eligible
Trustees shall be deferred hereunder. In addition, the COC may cause any Share granted to an
Eligible Employee or Eligible Trustee to be deferred hereunder. (iii) A Participant by or for whom a Share Deferral is made may also make an election to have
an amount equal to any dividend equivalents paid on the Share Units credited to the Participants
Account distributed to the Participant; provided that, in the absence of an election, dividend
equivalents shall be credited to the Participants Account. Any election pursuant to this Section
4.2(a)(iii) must be made on or before December 31 of the calendar year preceding the calendar year
in which the dividend equivalents are paid and will remain in effect until revoked. An election to
have dividend equivalents distributed to a Participant may be revoked by the Participant effective
for dividend equivalents paid after the calendar year in which the revocation is made. (b) An election pursuant to paragraph 4.2(a)(i) must be made (i) with respect to an
Unrestricted Share paid in connection with the Participants bonus, no later than October 1 of the
Plan Year preceding the Plan Year in which the Unrestricted Share is otherwise awarded; (ii) with
respect to any other Unrestricted Share, no later than six months before it is awarded or sold to
the Participant; (iii) with respect to a Restricted Share, no later than twelve months before the
date it would vest and become an Unrestricted Share; or (iv) with respect to a Share Option or
Share Appreciation Right, no later than six months before the Share Option or Share Appreciation
Right is exercised, or at any other time as the Plan Administrator may specify. A deferral
election with respect to a Share Option shall require that the exercise price of any Share Option
which is exercised during the period when such deferral election is in effect shall be paid by
surrender (which may be constructive surrender by attestation of ownership) of previously owned
Shares with a fair market value equal to the exercise price of such Share Option. 8




---



##### 



Deferrals are effective only if the individual making the election is still an Eligible
Employee or Eligible Trustee on (I) in the case of a deferral with respect to an Unrestricted
Share, the date the Share would otherwise be received by the Participant; (II) in the case of a
deferral with respect to a Restricted Share, the date the Share would vest and become an
Unrestricted Share; or (III) in the case of a deferral with respect to a Share Option or Share
Appreciation Right, the date the Share Option or Share Appreciation Right is exercised. (c) The Plan shall cause to be credited to the Participants Account (i) in the case of a
Share Deferral with respect to Unrestricted Shares, the number of Share Units equal to the number
of Shares that would otherwise be received by the Participant upon the award or sale to the
Participant of such Unrestricted Shares, (ii) in the case of a Share Deferral with respect to
Restricted Shares, the number of Share Units equal to the number of Shares that would otherwise be
received by the Participant upon the vesting of such Restricted Shares and (iii) in the case of a
deferral with respect to a Share Option or Share Appreciation Right, the number of Share Units
equal to the excess of the fair market value of the underlying Shares over the exercise or base
price thereof on the date of exercise divided by the per Share fair market value on such date. 4.3Enrollment Forms All Enrollment Forms filed pursuant to Article 4 shall be irrevocable. Notwithstanding the
foregoing, a Participant incurring an Unforeseeable Emergency may amend or revoke the Participants
Enrollment Form (but only to the extent reasonably needed to relieve the Unforeseeable Emergency)
by filing a new Enrollment Form. Any Enrollment Form that amends or revokes an existing Enrollment
Form shall be irrevocable as described in the first sentence of this Section 4.3; provided,
however, if the Enrollment Form was previously amended, the Participant will be entitled to further
amend or revoke the Enrollment Form if the Participant incurs an Unforeseeable Emergency. If a
Participant transfers employment to another Employer, the Participants Share Deferral elections
shall remain in effect, and the Participants Cash Deferral elections shall remain in effect for
the remainder of the Plan Year. A Participant who transfers employment to another Employer shall
file a new Election Form with respect to Cash Deferrals for the subsequent Plan Year. ARTICLE 5ACCOUNTS 5.1Accounts (a) The Plan Administrator shall establish an Account for each Participant, on an
Employer-by-Employer basis, reflecting Cash Deferrals and Share Deferrals made for the
Participants benefit while employed and on the payroll of each Employer, together with any
adjustments for income, gains, losses, and any distributions from the Account. Cash Deferrals and
Share Deferrals shall be credited to each Participants Account as of the date on which the amount
would have paid to, or the Shares would have been received by, the Participant absent the deferral
election. As soon as practicable following the last business day of each calendar quarter, the
Plan Administrator (or its designee) shall provide the Participant with a statement of 9




---



##### 



the Participants Account reflecting the income, gains and losses (realized and unrealized),
deferral amounts and distributions with respect to the Account since the prior statement. (b) If a Participant transfers employment to another Employer, the Plan Administrator shall
maintain an Account for the Participant that reflects the Cash Deferrals and Share Deferrals made
for the Participants benefit while employed and on the payroll of each Employer, together with
adjustments for any income, gains, losses and any distributions from the Account. 5.2Trusts At its discretion, each Employer, jointly or severally, may establish one or more Trusts for
the purpose of providing benefits pursuant to the Plan. Any Trust shall be irrevocable and the
assets of the Trust shall be subject to the claims of the establishing Employers general
creditors. To the extent any benefits provided pursuant to the Plan are paid from an Employers
Trust, the Employer maintaining that Trust shall have no further obligation with respect to the
benefit payment; provided, however, to the extent benefits are not paid from the Employers Trust,
the Employer, in accordance with Article 8, remains liable for the payment of those benefits. The
assets of each Trust shall be invested in accordance with the provisions of the applicable Trust
document and are not required to be invested in the same investments in which the Accounts of
Participants and beneficiaries are deemed to be invested pursuant to Section 5.3. 5.3Deemed Investments (a) All Share Deferrals shall be credited to the Participants Account as Share Units and
shall initially be deemed to be invested in Shares. Dividend equivalents credited to the Accounts
of Participants with respect to Share Units shall not be deemed to be reinvested in Shares. (b) A Participant may request that the Participants Cash Deferrals and dividend equivalents
credited to the Participants Account with respect to Share Units be deemed to be invested in such
of the following as shall be permitted by the Plan Administrator:  (i)
    Mutual funds (load or no-load)(ii)
    Securities (other than Shares) traded on the
NASDAQ national market or a national securities exchange. (c) A Participant may, in accordance with rules established by the Plan Administrator, request
that amounts in the Participants Account be transferred from one deemed investment to another
deemed investment, except that no amounts may be transferred from another deemed investment into a
deemed investment in Shares. (d) Expense charges for Trust transactions performed by the Trustee with respect to a
Participants Account shall be charged against the Account and will be listed on the 10




---



##### 



quarterly statement for the Account. Each Employer will pay all other Plan charges and
administrative expenses related to the Accounts of that Employers Participants. ARTICLE 6VESTING A Participant shall at all times have a fully vested and nonforfeitable right to all Cash
Deferrals and Share Deferrals credited to the Participants Account, adjusted for income, gain and
loss attributable thereto. ARTICLE 7PAYMENTS 7.1Election as to Time and Form of Payment (a) A Participant shall specify the date or age at which distributions attributable to Cash
Deferrals and Share Deferrals made for any Plan Year, adjusted for income, gains and losses
attributable thereto, shall commence. The commencement date election shall be made on the
applicable Enrollment Form filed pursuant to Article 4 with respect to the Plan Year. If a
Participant does not elect a date or age on the applicable Enrollment Form, he or she may
nonetheless, with the consent of the Plan Administrator in its discretion, elect a date or age for
distribution; provided, however, the election shall not be effective unless it is made no later
than the December 31 that is at least twelve months before the Participants termination date
pursuant to Section 7.2. With the consent of the Plan Administrator in its discretion, a
Participant may change the commencement date election; provided that a change shall not be
effective unless (i) the Participant changes an election of a commencement date or age to a new
commencement date or age that is at least two years later than the date or age previously elected ;
and (ii) the change is made not later than the December 31 that is at least twelve months before
the date previously elected. (b) A Participant may elect pursuant to Section 7.1 that payments be made in the form of
either:  (i)
    A single lump-sum payment; or(ii)
    Annual installments over a period elected by
the Participant of up to ten years, the amount of each installment to
equal the then balance of the Account divided by the number of
installments remaining to be paid. The Participant may separately
designate the date or age of the initial payment and the date or age
that the remaining payments are to begin. If a Participant does not elect a payment method on the applicable Enrollment Form, the Participant
may nonetheless, with the consent of the Plan Administrator in its discretion, elect a payment
method; provided, however, that the election shall not be effective until the January 1 that is at
least twelve months after the date the election is filed with the Plan Administrator. A
Participant who wishes to change an existing payment method election may do so; provided, 11




---



##### 



however, that the new election shall not be effective until the January 1 that is at least twelve
months after the date the election is filed with the Plan Administrator. Any change shall also
apply to all previous Enrollment Forms filed by the Participant to the extent that the change
satisfies the preceding sentence. (c) Except as provided in Sections 7.2, 7.3, 7.4, and 7.5, payments from a Participants
Account shall be made in accordance with the most recent effective election made by the Participant
pursuant to Section 7.1. If a Participant has not elected a payment method, distribution shall be
made in a single lump sum upon the termination of the Participants employment. (d) Payments from a Participants Account shall made be in whole Shares to the extent
attributable to Share Units and shall otherwise be paid in cash or in kind as determined by the
Plan Administrator in its discretion. (e) In the case of a Participant who is subject to Section 16 of the Securities Exchange Act
of 1934, any election change under paragraph (a) or paragraph (b) above must be approved by the
COC. 7.2Termination of Service Upon termination of a Participants service as a member of the Board of Trustees of EOPT, or
termination of a Participants employment with all Employers, as the case may be, for any reason
other than death, the vested portion of the Participants Account shall be paid to the Participant
according to the Participants distribution election, unless the Plan Administrator elects, in its
sole discretion, to pay out a Participants Account balance in a single lump sum as soon as
practicable following the date of termination. An Employer shall have the right to offset against
any payments made to a Participant pursuant to this Section 7.2 an amount necessary to reimburse
the Employer for the Participants liabilities or obligations to the Employer, including amounts
misappropriated by the Participant, but only if the Participant fails to pay the amounts to the
Employer in a timely manner after payment has been duly demanded. 7.3Death (a) If a Participant dies prior to the complete distribution of the Participants Account, the
vested portion of the Participants Account shall be paid to the Participants designated
beneficiary or beneficiaries, according to the Participants distribution election, unless the Plan
Administrator elects, in its sole discretion, to pay out a Participants Account balance in a
single lump sum as soon as practicable following the date of the Participants death. (b) A Participant may designate a beneficiary by so notifying the Plan Administrator in
writing, at any time before the Participants death, on a form prescribed by the Plan Administrator
for that purpose. A Participant may revoke any beneficiary designation or designate a new
beneficiary at any time without the consent of a beneficiary or any other person. If no
beneficiary is designated or no designated beneficiary survives the Participant, payment shall be
made to the Participants surviving spouse, or, if none, to the Participants issue per 12




---



##### 



stirpes, in a single payment. If no spouse or issue survives the Participant, payment shall
be made in a single lump sum to the Participants estate. 7.4Withdrawal Due to Unforeseeable Emergency If a Participant experiences an Unforeseeable Emergency, the Plan Administrator, in its sole
discretion, may pay to the Participant only that portion, if any, of the vested portion of the
Participants Account which the Plan Administrator determines is necessary to satisfy the emergency
need, including any amounts necessary to pay any federal, state or local income taxes reasonably
anticipated to result from the distribution. A Participant requesting an emergency payment shall
apply for the payment in writing using a form prescribed by the Plan Administrator for that purpose
and shall provide any additional information required by the Plan Administrator. 7.5Other Withdrawals Upon the request of a Participant or beneficiary, the Plan Administrator, in its sole
discretion, may pay to the Participant or beneficiary any amount up to the vested portion of the
Participants or beneficiarys Account. A Participant or beneficiary requesting a withdrawal
pursuant to this Section 7.5 shall apply in writing on a form prescribed by the Plan Administrator
for that purpose, and shall provide any additional information required by the Plan Administrator.
The Plan Administrator will pay 90% of the withdrawn amount to the Participant or beneficiary and
the remaining 10% will be forfeited. If a Participant receives a withdrawal pursuant to this
Section 7.5, the Plan Administrator will immediately terminate the Participants Cash Deferral
elections in effect at the time of the withdrawal and prohibit any new Cash Deferrals and elective
Share Deferrals by the Participant until the second Plan Year following receipt of the withdrawal.
A withdrawal pursuant to this Section 7.5 will not affect any Share Deferral elections in effect at
the time of the withdrawal. Amounts forfeited pursuant to this Section 7.5 shall be used to
satisfy the Employers obligation to contribute to its Trust provided for pursuant to the Plan. 7.6Taxes Income taxes, Social Security and Medicare taxes and other taxes payable with respect to an
Account shall be deducted from such Account. Social Security and Medicare taxes payable with
respect to a deferral shall be deducted from the amount deferred. All federal, state or local
taxes that the Plan Administrator determines are required to be withheld from any payments made
pursuant to this Article 7 shall be withheld. Except as otherwise provided by the Plan
Administrator, (i) the deduction of withholding and any other taxes required by law will be made
from all amounts paid in cash, (ii) in the case of payments in property other than Shares, the
Participant shall be required to pay in cash the amount of any taxes required to be withheld prior
to receipt of such property, and (iii) in the case of payments in Shares, the Participant shall be
required to pay in cash the amount of any taxes required to be withheld prior to receipt of such
Shares, or alternatively, a number of Shares the Fair Market Value (defined below) of which equals
the amount required to be withheld may be deducted from the payment; provided, however, that the
number of Shares so deducted may not have an aggregate Fair Market Value in excess of the amount
determined by applying the minimum statutory withholding rate. For the 13




---



##### 



purposes of this Section 7.6, Fair Market Value shall mean the reported closing price for
Shares on the New York Stock Exchange on the date of determination or, if there is no reported
closing price for Shares on such day, on the next preceding day on which any sale of Shares shall
have been reported. ARTICLE 8LIABILITY 8.1Employer Liability Each Employer has adopted this Plan as its own Plan. Accordingly, liability for the payment
of a Participants benefit pursuant to this Plan shall be borne solely by the Employer that employs
the Participant and reports the Participant as being on its payroll during the accrual or increase
of the Plan benefit; provided, however, that liability for the payment of a Participants benefit
who is an Eligible Trustee shall be borne solely by EOPT. No liability for the payment of any Plan
benefit shall be incurred by reason of Plan sponsorship or participation except as provided in the
preceding sentence; provided, however, that each Employer, by adopting the Plan, agrees to assume
secondary liability for the payment of any benefit accrued or increased while a Participant is
employed and on the payroll of an Employer that is a Subsidiary of the Employer at the time the
benefit is accrued or increased. Notwithstanding this Section 8.1, any Employer or other person
may expressly agree to assume the liability for payment to a Participant of any benefits pursuant
to this Plan. 8.2Successor Liability The obligations of an Employer pursuant to the Plan shall be binding upon any successor
corporation or organization resulting from the merger, consolidation or other reorganization of the
Employer, or upon any successor corporation or organization succeeding to substantially all of the
assets and business of the Employer. ARTICLE 9PLAN ADMINISTRATOR 9.1Plan Administration and Interpretation The Plan Administrator shall oversee the administration of the Plan. The Plan Administrator
shall have complete control and authority to determine the rights and benefits and all claims,
demands and actions arising out of the provisions of the Plan of any Participant, beneficiary,
deceased Participant, or other person having or claiming to have any interest pursuant to the Plan.
Notwithstanding any other provision of the Plan to the contrary, the Plan Administrator shall have
complete discretion to interpret the Plan and to decide all matters pursuant to the Plan. Subject
to Article 11, the Plan Administrators interpretation and decision shall be final, conclusive and
binding on all Participants and any person claiming under or through any Participant, in the
absence of clear and convincing evidence that the Plan Administrator acted arbitrarily and
capriciously; provided, however, that any interpretation and/or determination made by the Plan
Administrator after the occurrence of a Change in Control that denies in whole or in part any claim
made by any individual for benefits pursuant to the Plan 14




---



##### 



shall be subject to judicial review, pursuant to a de novo, rather than a deferential,
standard. Any individual(s) serving as Plan Administrator who is also a Participant shall not vote
or act on any matter relating solely to himself or herself. When making a determination or
calculation, the Plan Administrator shall be entitled to rely on information furnished by a
Participant, a beneficiary, the Employer or the Trustee. The Plan Administrator shall have the
responsibility for complying with any reporting and disclosure requirements of ERISA. 9.2Powers, Duties, Procedures The Plan Administrator shall have the powers and duties set forth herein, may adopt rules and
procedures, may act in accordance with such procedures, may appoint officers or agents, may
delegate powers and duties, and may receive reimbursements and compensation. 9.3Information To enable the Plan Administrator to perform its functions, the Employer shall supply full and
timely information to the Plan Administrator on all matters relating to the compensation of
Participants, their employment, retirement, death, termination of employment, and any other
pertinent facts as the Plan Administrator may require. 9.4Indemnification of Plan Administrator The Employers agree to indemnify and to defend to the fullest extent permitted by law any
officer(s) or employee(s) who serve as Plan Administrator (including any individual who formerly
served as Plan Administrator) against all liabilities, damages, costs and expenses (including
reasonable attorneys fees and amounts paid in settlement of any claims approved by the Employer in
writing in advance) occasioned by any act or omission to act in connection with the Plan, if the
act or omission is in good faith. ARTICLE 10AMENDMENT AND TERMINATION 10.1Amendments The COC shall have the right to amend the Plan from time to time by an instrument in writing
executed on behalf of EOPT by an officer duly authorized by the COC; provided, however, that the
Plan may not be amended to reduce the Account balance of any Participant or beneficiary; provided,
further, that the Plan may not be amended after a Change in Control without the written consent of
at least: (i) two-thirds in number of the Plan Participants; and (ii) two-thirds in number of the
Plan Participants with the ten largest Account balances.. 10.2Termination of Plan The Plan is strictly a voluntary undertaking on the part of each Employer and shall not be
deemed to constitute a contract between the Employer and any Eligible Employee (or any other
employee) or any Eligible Trustee, consideration for, or an inducement or condition of employment
for, the performance of the services by any Eligible Employee (or other employee) 15




---



##### 



or any Eligible Trustee. The COC may terminate the Plan at any time by an instrument in
writing that has been executed on behalf of EOPT by an officer duly authorized by the COC;
provided, however, that the Plan may not be terminated after a Change in Control without the
written consent of at least: (i) two-thirds in number of the Plan Participants; and (ii) two-thirds
in number of the Plan Participants with the ten largest Account balances. Upon termination of the
Plan, the COC may (a) continue to maintain the Trust(s) to pay benefits as they become due as if
the Plan had not terminated or (b) direct the Trustee to pay promptly to the Participants (or their
beneficiaries) the balance of their Accounts. After Participants and their beneficiaries are paid
all Plan benefits to which they are entitled, all remaining assets of the Trust shall be returned
to the Employer. ARTICLE 11CLAIMS PROCEDURE 11.1Denial of Claim Any person claiming a benefit pursuant to the Plan shall present the request in writing to the
Plan Administrator. The Plan Administrator shall give any Participant whose application for
benefits pursuant to the Plan has been denied, in whole or in part, a written denial of benefit
notice. The Plan Administrator shall provide the denial of benefit notice within 90 days after the
claim is received by the Plan, unless special circumstances require an extension of time for
processing the claim. If an extension of time is required, the Plan Administrator shall provide
the Participant written notice of the extension before the expiration of the initial 90-day period;
provided, however, in no event shall the extension exceed a period of 90 days from the end of the
initial period. The notice provided in the foregoing paragraph shall be written in easily understood language
and shall indicate the specific reasons for denial and the specific Plan provisions on which the
denial is based. The notice shall explain that the Participant may request a review of the denial,
the procedures for requesting a review, and the Participants right to bring a civil action
pursuant to ERISA § 502(a) following an adverse benefit determination on review. The notice shall
describe any additional information necessary to approve the Participants claim and explain why
the information is necessary. 11.2Review of Claim A Participant may make a written request to the Plan Administrator for a review of any denial
of benefits under the Plan. The written request shall be made within 60 days after the receipt of
the notice of denial. A Participant who requests a review of a denial of benefits in accordance with this review
procedure may examine pertinent documents and submit pertinent issues and comments in writing. A
Participant may have a representative act on his behalf in exercising his right to request a review
and the rights granted by this review procedure. The review shall take into account all comments,
documents, and other information submitted by the Participant relating to the claim, without regard
to whether the information was submitted or considered in the initial benefit determination. 16




---



##### 



The Plan Administrator shall provide the Participant its determination on review within 60
days after receiving the written request for review, unless the Plan Administrator determines that
special circumstances require an extension of time for processing the claim. If the Plan
Administrator determines that an extension of time for processing is required, written notice of
the extension shall be furnished prior to the end of the initial 60-day period; provided, however,
that in no event shall the extension exceed a period of 60 days from the end of the initial period. In the case of an adverse determination on review, the notice provided in the foregoing
paragraph shall be written in easily understood language and shall indicate the specific reasons
for the adverse determination and the specific Plan provisions on which the benefit determination
is based. The notice shall explain that the Participant is entitled to receive, upon request and
free of charge, reasonable access to, and copies of, all documents, records, and other information
relevant to a claim for benefits and the Participants right to bring a civil action pursuant to
ERISA § 502(a) following the adverse benefit determination on review. ARTICLE 12MISCELLANEOUS 12.1No Funding The Plan constitutes a mere promise by the Employer to make payments in accordance with the
terms of the Plan and Participants and beneficiaries shall have the status of general unsecured
creditors of the Employer. Nothing in the Plan will be construed to give any employee or any other
person rights to any specific assets of the Employer or of any other person. In all events, it is
the intent of the Employer that the Plan be treated as unfunded for tax purposes and for purposes
of Title I of ERISA. 12.2Non-Assignability Except for a domestic relations order that the Plan Administrator determines satisfies Code §
414(p) and provides for immediate distribution to the alternate payee as defined in Code §
414(p)(8), none of the benefits, payments, proceeds or claims of any Participant or beneficiary
shall be subject to any claim of any creditor of any Participant or beneficiary and, in particular,
the same shall not be subject to attachment or garnishment or other legal process by any creditor
of the Participant or beneficiary, nor shall any Participant or beneficiary have any-right to
alienate, anticipate, commute, pledge, encumber, transfer or assign any Plan benefits, payments, or
proceeds which he or she may receive. 12.3Limitation of Participants Rights Nothing contained in the Plan shall confer upon any person a right to be employed or to
continue in the employ of an Employer or on the Board of Trustees of EOPT, or interfere in any way
with the right of an Employer to terminate the employment of a Participant in the Plan at any time,
with or without cause. 17




---



##### 



12.4Participants Bound Any action with respect to the Plan taken by the Plan Administrator or the Trustee or any
action authorized by or taken at the direction of the Plan Administrator, an Employer or the
Trustee shall be conclusive upon all Participants and beneficiaries entitled to benefits pursuant
to the Plan. 12.5Receipt and Release Any payment to any Participant or beneficiary in accordance with the provisions of the Plan
shall, to the extent thereof, be in full satisfaction of all claims against an Employer, the Plan
Administrator and the Trustee pursuant to the Plan, and the Plan Administrator may require the
Participant or beneficiary, as a condition precedent to the payment, to execute a receipt and
release to that effect. If any Participant or beneficiary is determined by the Plan Administrator
to be incompetent by reason of physical or mental disability (including minority) to give a valid
receipt and release, the Plan Administrator may cause the payment or payments becoming due to the
person to be made to another person for his or her benefit without responsibility on the part of
the Plan Administrator, an Employer or the Trustee to follow the application of the funds. 12.6Governing Law The Plan shall be construed, administered, and governed in all respects pursuant to and by the
laws of the State of Illinois. If any provision shall be held by a court of competent jurisdiction
to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully
effective. 12.7Headings and Subheadings Headings and subheading in this Plan are inserted for convenience only and are not to be
considered in the construction of the provisions hereof. IN WITNESS WHEREOF,the undersigned officer of EOPT has executed this document to certify its
adoption by EOPT as of the effective date provided herein. EQUITY OFFICE PROPERTIES TRUSTBy
    
    /s/ Stanley M. StevensStanley M. StevensExecutive Vice President, Chief LegalCounsel and Secretary
 18