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                                                                    Exhibit 10.2
                                                                    ------------






                          REGISTRATION RIGHTS AGREEMENT


                            Dated as of July 11, 1997


                                  by and among

                         EQUITY OFFICE PROPERTIES TRUST

                                       and

                              the Persons Listed on
                           the Signature Pages Hereto


================================================================================




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                          REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of July 11, 1997, by and among EQUITY OFFICE PROPERTIES TRUST, a
Maryland real estate investment trust (the "Company"), and the persons listed on
the signature pages hereto, including their successors, assigns and transferees
(herein referred to collectively as the "Holders" and individually as a
"Holder").

        WHEREAS, on the date hereof each Holder expects to become the owner of
Units (as defined below) in the Operating Partnership (as defined below) or
Common Shares (as defined below) in connection with certain transactions (the
"Formation Transactions") described in the IPO Registration Statement (as
defined below); and

        WHEREAS, as a condition to receiving the consent or agreement of the
Holders to the Formation Transactions, the Company has agreed to grant the
Holders the registration rights provided for in this Agreement; and

        NOW, THEREFORE, the parties hereto, in consideration of the foregoing,
the mutual covenants and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, agree as follows:

        1.     DEFINITIONS.

        As used in this Agreement, the following capitalized defined terms shall
have the following meanings:

        "AFFILIATE" shall have the meaning set forth for such term in Rule 144
under the Securities Act.

        "CLOSING PRICE" of the Common Shares for any given day shall mean (i) if
the Common Shares are listed or admitted to trading on a national securities
exchange, the reported last sale price of the Common Shares regular way on such
day or, in case no such sale takes place on such day, the average of the
reported closing bid and asked prices regular way, on such national securities
exchange on such day or (ii) if the Common Shares are not listed or admitted to
trading on any national securities exchange but are traded in the
over-the-counter market, the average of the closing bid and asked prices in the
over-the-counter market on such day.

        "COMMON SHARES" shall mean the common shares of beneficial interest, par
value $.01 per share, of the Company.

        "COMPANY" shall mean Equity Office Properties Trust, a Maryland real
estate investment trust, and its successors.

        "DEMAND REGISTRATION" shall have the meaning set forth in Section 2(a)
hereof.

        "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.



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<PAGE>   3
        "HOLDER" or "HOLDERS" shall mean the persons listed on the signature
pages hereto (other than the Company), including their successors, assigns and
transferees.

        "IPO REGISTRATION STATEMENT" shall mean the registration statement on
Form S-11 (No. 333-26629) relating to the initial public offering of the Common
Shares by the Company.

        "NOTICE" shall have the meaning set forth in Section 2(a) hereof.

        "OPERATING PARTNERSHIP" shall mean EOP Operating Limited Partnership, a
Delaware limited partnership, and its successors.

        "PERSON" shall mean an individual, partnership, corporation, trust,
unincorporated organization or other legal entity or a government or agency or
political subdivision thereof.

        "PROSPECTUS" shall have the meaning set forth in Section 5(b) hereof.

        "REGISTRABLE SECURITIES" shall mean the Shares, excluding (i) Shares
that have been disposed of pursuant to a Demand Registration Statement, Shelf
Registration Statement or any other effective registration statement, (ii)
Shares sold or otherwise transferred pursuant to Rule 144 under the Securities
Act, and (iii) Shares that are held by Holders who are not Affiliates of the
Company that are eligible for sale pursuant to Rule 144(k) under the Securities
Act.

        "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance with this Agreement, including, without limitation:
(i) all applicable registration and filing fees imposed by the SEC, the New York
Stock Exchange, Inc. or the National Association of Securities Dealers, Inc.
("NASD"), (ii) all fees and expenses incurred in connection with compliance with
state securities or "blue sky" laws (including reasonable fees and disbursements
of counsel in connection with qualification of any of the Registrable Securities
under any state securities or blue sky laws and the preparation of a blue sky
memorandum) and compliance with the rules of the NASD, (iii) all expenses of any
Persons in preparing or assisting in preparing, word processing, printing and
distributing the Shelf Registration Statement, any prospectus, certificates and
other documents relating to the performance of and compliance with this
Agreement, (iv) all fees and expenses incurred in connection with the listing,
if any, of any of the Registrable Securities on any securities exchange or
exchanges pursuant to Section 6(l) hereof, and (v) the fees and disbursements of
counsel for the Company and of the independent public accountants of the
Company, including the expenses of any special audits or "cold comfort" letters
required by or incident to such performance and compliance. Registration
Expenses shall specifically exclude underwriting discounts and commissions, the
fees and disbursements of counsel representing a selling Holder or any
underwriter or agent acting on behalf of a Holder, and transfer taxes, if any,
relating to the sale or disposition of Registrable Securities by a selling
Holder, all of which shall be borne by such Holder in all cases.

        "REGISTRATION NOTICE" shall have the meaning set forth in Section 5(b)
hereof.

        "RULE 144(f) REGISTRABLE SECURITIES" shall mean the number of
Registrable Securities, when aggregated with the number of Shares actually sold
pursuant to Rule 144 by the Holder during the preceding three-month period,
equal to less than 1% of the outstanding Common Shares at the time a request for
registration is made under Section 2(a), and, in the case of any Holder who is
not an Affiliate of the Company at the time of the proposed sale, only such
Shares (subject to the foregoing volume limitation) that the Holder proposes to
sell in "block trades"




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which are not "brokers' transactions" in compliance with the "manner of sale"
requirement of Rule 144(f).

        "SEC" shall mean the Securities and Exchange Commission.

        "SECURITIES ACT" shall mean the Securities Act of 1933, as amended from
time to time.

        "SELLING HOLDER" shall mean any Holder who sells Registrable Securities
pursuant to a public offering registered hereunder.

        "SHARES" shall mean any Common Shares issued, or issuable in connection
with the Formation Transactions, to the persons listed on the signature pages
hereto or to Holders upon conversion of their Units and any additional Common
Shares issued as a dividend, distribution or exchange for, or in respect of such
Common Shares prior to the Selling Holder's exercise of its rights hereunder.

        "SHELF REGISTRATION" shall mean a registration required to be effected
pursuant to Section 4 hereof.

        "SHELF REGISTRATION STATEMENT" shall have the meaning set forth in
Section 3(a) hereof.

        "STATE STREET" shall mean State Street Bank & Trust Co., as trustee of
the three BellSouth Corporation employee benefit plans.

        "UNITS" shall mean the limited partnership interests of the Operating
Partnership issued to the persons listed on the signature pages hereto, which
interests are exchangeable for Common Shares, or at the Company's option, cash.

        2.     DEMAND REGISTRATION

               (a)     REQUEST FOR REGISTRATION.

                       At any time after the first anniversary of the effective
date of the IPO Registration Statement, each Holder may make up to one written
request during each 12-month period commencing on such first anniversary
(specifying the intended method of disposition) for registration under the
Securities Act (each, a "Demand Registration") of all or part of such Holder's
Registrable Securities (but such part, together with the number of securities
requested by other Holders to be included in such Demand Registration pursuant
to this Section 2(a), shall have an estimated market value at the time of such
request (based upon the then market price of a Common Share of the Company) of
at least $10,000,000). Notwithstanding the foregoing, the Company shall not be
required to file any registration statement pursuant to this Section 2 on behalf
of any Holder within six months after the effective date of any earlier
registration statement so long as the Holder requesting the Demand Registration
was given a notice offering it the opportunity to sell Registrable Securities
under the earlier registration statement and such Holder did not request that
all of its Registrable Securities be included; PROVIDED, HOWEVER, that if a
Holder requested that all or a part of its Registrable Securities be included in
the earlier registration statement but not all or such part were so included
through no fault of the Holder, such Holder may, but shall not be obligated to,
require the Company to file another registration statement pursuant to a Demand
Registration (subject, in the event of a Demand Registration for less than all
such remaining Registrable Securities, to the same $10,000,000 limitation set




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forth above) exercised by such Holder within six months of the effective date of
such earlier registration statement. Within ten days after receipt of a request
for a Demand Registration, the Company shall give written notice (the "Notice")
of such request to all other Holders and shall include in such registration all
Registrable Securities that the Company has received written requests for
inclusion therein within 15 days after the Notice is given. Thereafter, the
Company may elect to include in such registration additional Common Shares to be
issued by the Company. In such event, such shares to be issued by the Company in
connection with a Demand Registration shall be deemed to be Registrable
Securities and the Company shall be deemed to be a holder thereof. All Requests
made pursuant to this Section 2(a) shall specify the aggregate number of
Registrable Securities to be registered. Each Holder shall be entitled to one
Demand Registration hereunder. Upon the second anniversary of the effective date
of the IPO Registration Statement all rights to Demand Registrations hereunder
shall terminate and be of no further force and effect, except that each of State
Street and each Holder that is an Affiliate of the Company shall continue
thereafter to have a right to request registration pursuant to this Section,
subject to all the terms and conditions of this Agreement, with respect to all
Registrable Securities issued to such Holder in the Formation Transactions.

               (b)     EFFECTIVE REGISTRATION AND EXPENSES

                       A registration shall not constitute a Demand Registration
under Section 2(a) hereof until it has become effective. In any registration
initiated as a Demand Registration, the Company shall pay all Registration
Expenses incurred in connection therewith, whether or not such Demand
Registration becomes effective, unless such Demand Registration fails to become
effective as a result of the fault of one or more Holders, in which case the
Company will not be required to pay the Registration Expenses incurred with
respect to the offering of such Holder or Holders' Registrable Securities. The
Registration Expenses incurred with respect to the offering of such Holder or
Holder's Registrable Securities shall be the product of (a) the aggregate amount
of all Registration Expenses incurred in connection with such registration and
(b) the ratio that the number of such Registrable Securities bears to the total
number of Registrable Securities included in the registration.

               (c)     PRIORITY ON DEMAND REGISTRATIONS

                       The Holder making the Demand Registration may elect
whether the offering of such Registrable Securities pursuant to such Demand
Registration shall be in the form of a firm commitment underwritten offering or
that such offering be made on a delayed or continuous basis pursuant to Rule 415
under the Securities Act as provided in Section 3 hereof. In any case in which
an offering is in the form of a firm commitment underwritten offering, if the
managing underwriter or underwriters of such offering advise the Company in
writing that in its or their opinion the number of Registrable Securities
proposed to be sold in such offering exceeds the number of Registrable
Securities that can be sold in such offering without adversely affecting the
market for the Company's Common Shares, the Company will include in such
registration the number of Registrable Securities that in the opinion of such
managing underwriters can be sold without adversely affecting the market for the
Company's Common Shares. In such event, the number of Registrable Securities, if
any, to be offered for the accounts of Holders (including the Holder making the
Demand Registration) shall be reduced PRO RATA on the basis of the relative
number of any Registrable Securities requested by each such Holder to be
included in such registration to the extent necessary to reduce the total



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<PAGE>   6


number of Registrable Securities to be included in such offering to the number
recommended by such managing underwriter or underwriters.

               (d)     SELECTION OF UNDERWRITERS

                       If any of the Registrable Securities covered by a Demand
Registration are to be sold in an underwritten offering, the Company shall have
the right to select the investment banker or investment bankers and manager or
managers that will underwrite the offering; PROVIDED, HOWEVER, that such
investment bankers and managers must be reasonably acceptable to the Selling
Holders.

        3.     SHELF REGISTRATION UNDER THE SECURITIES ACT

               (a)     FILING OF SHELF REGISTRATION STATEMENT

                       In fulfillment of its obligation to file a registration
statement pursuant to Section 2 hereof, upon the written request of a Holder the
Company may cause to be filed a shelf registration statement (the "Shelf
Registration Statement") providing for the sale by the Holders of their
Registrable Securities in accordance with the terms hereof and will use its
reasonable efforts to cause such Shelf Registration Statement to be declared
effective by the SEC as soon thereafter as is practicable. The Company agrees to
use its reasonable efforts to keep the Shelf Registration Statement with respect
to the Registrable Securities continuously effective for a period expiring on
the earlier of (i) the date on which all of the Registrable Securities covered
by the Shelf Registration Statement have been sold pursuant thereto and (ii) the
date on which (A) all Shares that such Holders own or have the right to obtain
in exchange for Units held by Holders who are not Affiliates of the Company, in
the opinion of counsel for the Company, which counsel shall be reasonably
acceptable to such Holders, are eligible for sale pursuant to Rule 144(k) under
the Securities Act and (B) all Shares that such Holders own or have the right to
obtain in exchange for Units held by each Holder who is an Affiliate of the
Company, in the opinion of counsel for the Company, which counsel shall be
reasonably acceptable to such Holder, are eligible for sale pursuant to Rule 144
under the Securities Act and could be sold in one transaction in accordance with
the volume limitations contained in Rule 144(e)(1)(i) under the Securities Act.
Subject to Sections 5(b), 5(i) and 6, the Company further agrees to amend the
Shelf Registration Statement if and as required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or any rules and
regulations thereunder; provided, however, that the Company shall not be deemed
to have used its reasonable efforts to keep the Shelf Registration Statement
effective during the applicable period if it voluntarily takes any action that
would result in Selling Holders not being able to sell Registrable Securities
covered thereby during that period, unless such action is required under
applicable law or the Company has filed a post-effective amendment to the
registration statement and the SEC has not declared it effective or except as
otherwise permitted by the last three sentences of Section 5(b).

               (b)     EXPENSES

                       Except as provided herein, the Company shall pay all
Registration Expenses in connection with the registration pursuant to Section
3(a). The Company shall not be liable for any underwriting discounts and
commissions, the fees and disbursements of counsel representing a Holder or any
underwriter or agent acting on behalf of a Holder, and



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transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement or Rule 144
under the Securities Act.

               (c)     INCLUSION IN SHELF REGISTRATION STATEMENT.

                       Any Holder who does not provide the information
reasonably requested by the Company in connection with the Shelf Registration
Statement as promptly as practicable after receipt of such request, but in no
event later than ten (10) days thereafter, shall not be entitled to have its
Registrable Securities included in the Shelf Registration Statement.

        4.     HOLDBACK AGREEMENTS

               (a)     Each Holder (a) participating in an underwritten offering
covered by any Demand Registration or (b) in the event the Company is issuing
shares of beneficial interest to the public in an underwritten offering, agrees,
if requested by the managing underwriter or underwriters for such underwritten
offering, not to effect any public sale or distribution of Registrable
Securities or any securities convertible into or exchangeable or exercisable for
such Registrable Securities, including a sale pursuant to Rule 144 (or any
similar provision then in force) under the Securities Act, during the 14 days
prior to, and during the 180-day period beginning on, the effective date of such
Demand Registration or other underwritten offering (except as part of such
underwritten offering).

               (b)     In addition, each Holder agrees that with respect to any
registration statement covering Registrable Securities that is effective prior
to the second anniversary of the effective date of the IPO Registration
Statement, during any three-month period, such Holder shall sell only Rule
144(f) Registrable Securities under such registration statement prior to the
second anniversary of the effective date of the IPO Registration Statement.
After the second anniversary of the effective date of the IPO Registration
Statement, sales of all Registrable Securities shall be permitted hereunder.

        5.     REGISTRATION PROCEDURES

               In connection with the obligations of the Company with respect to
a registration contemplated by Section 2 and 3 hereof, the Company shall:

               (a)     prepare and file with the SEC, as soon as reasonably
practicable after receipt of a written request pursuant to Section 2 or Section
3, a registration statement, which registration statement shall (i) be available
for the sale of the Registrable Securities in accordance with the intended
method or methods of distribution by the Selling Holders thereof and (ii) comply
as to form in all material respects with the requirements of the applicable form
and include all financial statements required by the SEC to be filed therewith;

               (b)     subject to the last three sentences of this Section 5(b)
and Section 5(i) hereof, (i) prepare and file with the SEC such amendments in
such registration statement as may be necessary to keep such registration
statement effective for the applicable period; (ii) cause the prospectus which
is part of such registration statement (a "Prospectus") to be amended or
supplemented as required and to be filed as required by Rule 424 or any similar
rule that may be adopted under the Securities Act; (iii) respond as promptly as
practicable to any comments received from the SEC with respect to the
registration statement or any amendment thereto; and (iv) comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during the applicable period



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in accordance with the intended method or methods of distribution by the Selling
Holders thereof. Notwithstanding anything to the contrary contained herein, the
Company shall not be required to take any of the actions described in clauses
(i), (ii) or (iii) in this Section 5(b), Section 5(d) or Section 5(i) with
respect to each Holder of Registrable Securities (x) to the extent that the
Company is in possession of material non-public information that it deems
advisable not to disclose or is engaged in active negotiations or planning for a
merger or acquisition or disposition transaction and it delivers written notice
to each such Selling Holder of Registrable Securities to the effect that such
Selling Holder may not make offers or sales under the registration statement for
a period not to exceed thirty (30) days from the date of such notice; PROVIDED,
HOWEVER, that the Company may deliver only two such notices within any
twelve-month period, (y) unless and until the Company has received a written
notice (a "Registration Notice") from a Selling Holder that such Selling Holder
intends to make offers or sales under a registration statement as specified in
such Registration Notice; PROVIDED, HOWEVER, that the Company shall have ten
(10) business days to prepare and file any such amendment or supplement after
receipt of the Registration Notice or such longer period as is reasonably
necessary if such preparation and filing are not commercially practicable within
ten (10) business days or (z) to the extent the Company elects pursuant to
Section 6 hereof to purchase the Shares which are the subject of the
Registration Notice. One a Selling Holder has delivered a Registration Notice to
the Company, such Selling Holder shall promptly provide to the Company such
information as the Company reasonably requests in order to identify such Selling
Holder and the method of distribution in a post-effective amendment to the
registration statement or a supplement to the Prospectus. Such Selling Holder
also shall notify the Company in writing upon completion of such offer or sale
or at such time as such Selling Holder no longer intends to make offers or sales
under the registration statement;

               (c) furnish to each Selling Holder of Registrable Securities,
without charge, as many copies of each Prospectus and any amendment or
supplement thereto as such Holder may reasonably request in order to facilitate
the public sale or other disposition of the Registrable Securities; the Company
consents to the use of the Prospectus and any amendment or supplement thereto by
each such Selling Holder of Registrable Securities in connection with the
offering and sale of the Registrable Securities covered by the Prospectus or
amendment or supplement thereto;

               (d) use its reasonable efforts to register or qualify the
Registrable Securities by the time a registration statement is declared
effective by the SEC under all applicable state securities or blue sky laws of
such jurisdictions in the United States and its territories and possessions as
any Holder of Registrable Securities covered by a registration statement shall
reasonably request in writing, keep each such registration or qualification
effective during the period such registration statement is required to be kept
effective or during the period offers or sales are being made by a Selling
Holder that has delivered a Registration Notice to the Company, whichever is
shorter; PROVIDED, HOWEVER, that in connection therewith, the Company shall not
be required to (i) qualify as a foreign corporation to do business or to
register as a broker or dealer in any such jurisdiction where it would not
otherwise be required to qualify or register but for this Section 5(d), (ii)
subject itself to taxation in any such jurisdiction, or (iii) file a general
consent to service of process in any such jurisdiction;

               (e) notify each Selling Holder of Registrable Securities promptly
and, if requested by such Selling Holder, confirm in writing, (i) when a
registration statement and any post-effective amendments thereto have become
effective, (ii) when any amendment or supplement to the applicable Prospectus
has been filed with the SEC, (iii) of the issuance by the SEC or any state
securities authority of any stop order suspending the effectiveness of a



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registration statement or any part thereof or the initiation of any proceedings
for that purpose, (iv) if the Company receives any notification with respect to
the suspension of the qualification of the Registrable Securities for offer or
sale in any jurisdiction or the initiation of any proceeding for such purpose,
and (v) of the happening of any event during the period a registration statement
is effective as a result of which (A) such registration statement contains any
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein not misleading
or (B) the applicable Prospectus as then amended or supplemented contains any
untrue statement of a material fact or omits to state any material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading;

               (f) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of the registration statement or any part
thereof as promptly as possible;

               (g) furnish to each Selling Holder of Registrable Securities
without charge, at least one conformed copy of the applicable registration
statement and any post-effective amendment thereto (without documents
incorporated therein by reference or exhibits thereto, unless requested);

               (h) cooperate with the Selling Holders of Registrable Securities
to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any Securities Act legend; and
enable certificates for such Registrable Securities to be issued at least two
business days prior to any sale of Registrable Securities for such numbers of
shares and registered in such names as the Selling Holders may reasonably
request, upon ten (10) business days prior notice;

               (i) subject to the last three sentences of Section 5(b) hereof,
upon the occurrence of any event contemplated by clause (x) of Section 5(b) or
clause (v) of Section 5(e) hereof, use its reasonable efforts promptly to
prepare and file an amendment or a supplement to the Prospectus or any document
incorporated therein by reference or prepare, file and obtain effectiveness of a
post-effective amendment to the registration statement, or file any other
required document, in any such case to the extent necessary so that, as
thereafter delivered to the purchasers of the Registrable Securities, such
Prospectus as then amended or supplemented will not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they are
made, not misleading;

               (j) make available for inspection by the Selling Holders of
Registrable Securities and any counsel, accountants or other representatives
retained by such Selling Holders all financial and other records, pertinent
corporate documents and properties of the Company and cause the officers,
directors and employees of the Company to supply all such records, documents or
information reasonably requested by such Selling Holders, counsel, accountants
or representatives in connection with the registration statement; PROVIDED,
HOWEVER, that such records, documents or information which the Company
determines in good faith to be confidential and with respect to which the
Company notifies such Selling Holders, counsel, accountants or representatives
in writing that such records, documents or information are confidential, shall
not be disclosed by such Selling Holders, counsel, accountants or
representatives unless (i) such disclosure is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction, or (ii) such records,
documents or information become generally available to the public other than
through a breach of this Agreement;



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               (k) a reasonable time prior to the filing of any registration
statement or any amendment thereto, or any Prospectus or any amendment or
supplement thereto, provide copies of such document (not including any documents
incorporated by reference therein unless requested) to the Selling Holders of
Registrable Securities;

               (l) use its reasonable efforts to cause all Registrable
Securities to be listed on any securities exchange on which similar securities
issued by the Company are then listed;

               (m) provide a CUSIP number for all Registrable Securities, not
later than the effective date of any applicable statement;

               (n) use its reasonable efforts to make available to its security
holders, as soon as reasonably practicable, an earnings statement covering at
least 12 months which shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;

               (o) if requested by a Selling Holder and any underwriters engaged
by such Selling Holder for purposes of distributing the Registrable Securities,
enter into such agreements (including an underwriting agreement in form, scope
and substance as is customary in underwritten offerings) and take all such other
reasonable actions in connection therewith (including those reasonably requested
by the underwriters or such Selling Holder) in order to expedite or facilitate
the disposition of such Registrable Securities, and in such connection, (i) make
such representations and warranties to the underwriters with respect to the
business of the Company and the registration statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings, and confirm the same if and
when requested; (ii) obtain opinions of counsel to the Company and updates
thereof (which shall be in form and substance reasonably satisfactory to the
underwriters and their counsel), addressed to such Selling Holder and each of
the underwriters covering the matters customarily covered in opinions requested
in underwritten offerings and such other matters as may be reasonably requested
by such counsel and underwriters; (iii) obtain "cold comfort" letters and
updates thereof from the independent certified public accountants of the
Company, addressed to such Selling Holder and each of the underwriters, such
letters to be in customary form and covering matters of the type customarily
covered in "cold comfort" letters in connection with underwritten offerings (in
each case, to the extent permitted by applicable accounting rules and
guidelines); (iv) if an underwriting agreement is entered into, the same shall
contain indemnification provisions and procedures no less favorable to the
underwriters than those set forth in Section 7 hereof and cross indemnification
by the underwriters similar to that set forth in Section 7 hereof in favor of
the Company or the Selling Holders, as the case may be; and (v) deliver such
documents and certificates as may be reasonably requested by the managing
underwriters and their counsel to evidence the continued validity of the
representations and warranties made pursuant to clause (i) above of this Section
5(o) and to evidence compliance with any customary conditions contained in the
underwriting agreement entered into by the Company.

               The Company may require each Selling Holder of Registrable
Securities to furnish to the Company in writing such information regarding the
proposed distribution by such Selling Holder of such Registrable Securities as
the Company may from time to time reasonably request in writing.

               In connection with and as a condition to the Company's
obligations with respect to the Shelf Registration Statement pursuant to Section
3 hereof and this Section 5, each



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Selling Holder covenants and agrees that (i) it will not offer or sell any
Registrable Securities under the Shelf Registration Statement until it has
provided a Registration Notice pursuant to Section 5(b) and has received copies
of the Prospectus as then amended or supplemented as contemplated by Section
5(c) and notice from the Company that the registration statement and any
post-effective amendments thereto have become effective as contemplated by
Section 5(e); (ii) upon receipt of any notice from the Company contemplated by
Section 5(b) (in respect of the occurrence of an event contemplated by clause
(x) of Section 5(b)) or Section 5(e) (in respect of the occurrence of an event
contemplated by clause (v) of Section 5(e)), such Selling Holder shall not offer
or sell any Registrable Securities pursuant to the Shelf Registration Statement
until such Selling Holder receives copies of the supplemented or amended
Prospectus contemplated by Section 5(i) hereof and receives notice that any
post-effective amendment has become effective, and, if so directed by the
Company, such Selling Holder will deliver to the Company (at the expense of the
Company) all copies in its possession, other than permanent file copies then in
such Selling Holder's possession, of the Prospectus as amended or supplemented
at the time of receipt of such notice; (iii) all offers and sales by such
Selling Holder under the Shelf Registration Statement must be completed within
sixty (60) days after the first date on which offers or sales can be made
pursuant to clause (i) above, and upon expiration of such sixty (60) day period,
the Selling Holder may not offer or sell any Registrable Securities under the
Shelf Registration Statement until it has again complied with the provisions of
clause (i) above; (iv) such Selling Holder and any of its partners, officers,
trustees, directors or affiliates, if any, must comply with the provisions of
Regulation M under the Exchange Act as applicable to them in connection with
sales of Registrable Securities pursuant to the Shelf Registration Statement;
and (v) such Selling Holder and any of its partners, officers, trustees,
directors or affiliates, if any, must enter into such written agreements as the
Company shall reasonably request to ensure compliance with clause (iv) above.

        6.     REPURCHASE BY COMPANY OF SHARES SUBJECT TO REGISTRATION NOTICE.

               (a) Upon receipt by the Company of a Registration Notice, the
Company may, but shall not be obligated to, purchase from such Holder all, but
not less than all, of the Shares which are the subject of such Registration
Notice at a price per share equal to the average of the Closing Prices of the
Common Shares for the five trading days immediately preceding the date of the
Registration Notice. In the event the Company elects to purchase the Shares
which are the subject of a Registration Notice, the Company shall notify the
Holder of such Shares within five business days of the date of receipt of the
Registration Notice by the Company, which notice shall indicate: (i) that the
Company will purchase the Shares which are the subject of the Registration
Notice, (ii) the price per share, calculated in accordance with the preceding
sentence, which the Company will pay to such Holder and (iii) the date upon
which the Company shall purchase such Shares, which date shall not be later than
the tenth business day after receipt of the Registration Notice relating to such
Shares.

               (b) If the Company purchases the Shares which are the subject of
a Registration Notice in accordance with this Section 6, the Company shall be
relieved of its obligations under this Agreement with respect to such Shares.




                                       13



<PAGE>   12

        7.     INDEMNIFICATION; CONTRIBUTION.

               (a)     INDEMNIFICATION BY THE COMPANY.

                       The Company agrees to indemnify and holder harmless each
Holder and its officers and directors and each Person, if any, who controls any
Holder within the meaning of Section 15 of the Securities Act as follows:

                       (i)    against any and all loss, liability, claim, damage
        and expense whatsoever, as incurred, to which such Holder, officer,
        director or controlling Person may become subject under the Securities
        Act or otherwise (A) that arise out of or are based upon any untrue
        statement or alleged untrue statement of a material fact contained in a
        registration statement or any amendment thereto, or the omission or
        alleged omission to state therein a material fact required to be stated
        therein or necessary to make the statements therein not misleading or
        (B) that arise out of or are based upon any untrue statement or alleged
        untrue statement of a material fact contained in any Prospectus or any
        amendment or supplement thereto, or the omission or alleged omission to
        state therein a material fact necessary in order to make the statements
        therein, in the light of the circumstances under which they were made,
        not misleading;

                       (ii)   against any and all loss, liability, claim, damage
        and expense whatsoever, as incurred, to the extent of the aggregate
        amount paid in settlement of any litigation, or investigation or
        proceeding by any governmental agency or body, commenced or threatened,
        or of any claim whatsoever based upon any such untrue statement or
        alleged untrue statement or any omission or alleged omission contained
        in a registration statement, if such settlement is effected with the
        written consent of the Company; and

                       (iii)  subject to the limitations set forth in Section
        7(c), against any and all expense whatsoever, as incurred (including
        reasonable fees and disbursements of counsel), reasonably incurred in
        investigating, preparing or defending against any litigation, or
        investigation or proceeding by any governmental agency or body,
        commenced or threatened, in each case whether or not a party, or any
        claim whatsoever based upon any such untrue statement or alleged untrue
        statement or omission or alleged omission, to the extent that any such
        expense is not paid under subparagraph (i) or (ii) above;

        PROVIDED, HOWEVER, that the indemnity provided pursuant to this Section
        7(a) shall not apply to any Holder with respect to any loss, liability,
        claim, damage or expense that arise out of or are based upon any untrue
        statement or alleged untrue statement or omission or alleged omission
        made in reliance upon and in conformity with written information
        furnished to the Company by such Holder expressly for use in a
        registration statement or any amendment thereto or the Prospectus or any
        amendment or supplement thereto.

               (b)     INDEMNIFICATION BY HOLDERS.

                       Each Holder severally agrees to indemnify and hold
harmless the Company and the other Selling Holders, and each of their respective
partners, trustees, directors and officers (including each trustee and officer
of the Company who signed the


                                       14



<PAGE>   13

registration statement), and each Person, if any, who controls the Company or
any other Selling Holder within the meaning of Section 15 of the Securities Act,
to the same extent as the indemnity contained in Section 7(a) hereof, but only
insofar as such loss, liability, claim, damage or expense arises out of or is
based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in a registration statement or any amendment thereto or
the Prospectus or any amendment or supplement thereto in reliance upon and in
conformity with written information furnished to the Company by such Selling
Holder for use therein relating to the Holder's status as a selling security
holder.

               (c)     CONDUCT OF INDEMNIFICATION PROCEEDINGS.

                       Each indemnified party shall give reasonably prompt
notice to each indemnifying party of any action or proceeding commenced against
it in respect of which indemnity may be sought hereunder, but failure to so
notify an indemnifying party (i) shall not relieve it from any liability which
it may have under the indemnity agreement provided in Section 7(a) or (b) above,
unless and to the extent it did not otherwise learn of such action and the lack
of notice by the indemnified party materially prejudices the indemnifying party
or results in the forfeiture by the indemnifying party of substantial rights and
defenses and (ii) shall not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification
obligation provided under Section 7(a) or (b) above. After receipt of such
notice, the indemnifying party shall be entitled to participate in and, at its
option, jointly with any other indemnifying party so notified, to assume the
defense of such action or proceeding at such indemnifying party's own expense
with counsel chosen by such indemnifying party and approved by the indemnified
party, which approval shall not be unreasonably withheld; PROVIDED, HOWEVER,
that, if the defendants in any such action or proceeding include both the
indemnified party and the indemnifying party and the indemnified party
reasonably determines, upon advice of counsel, that a conflict of interest
exists or that there may be legal defenses available to it or other indemnified
parties that are different from or in addition to those available to the
indemnifying party, then the indemnified party shall be entitled to one separate
counsel, the reasonable fees and expenses of which shall be paid by the
indemnifying party. If the indemnifying party does not assume the defense of any
such action or proceeding, after having received the notice referred to in the
first sentence of this paragraph, the indemnifying party will pay the reasonable
fees and expenses of counsel (which shall be limited to a single law firm) for
the indemnified party. In such event, however, the indemnifying party will not
be liable for any settlement effected without the written consent of such
indemnifying party. If the indemnifying party assumes the defense of any such
action or proceeding in accordance with this paragraph, such indemnifying party
shall not be liable for any fees and expenses of counsel for the indemnified
party incurred thereafter in connection with such action or proceeding except as
set forth in the proviso in the second sentence of this Section 7(c).

               (d)     CONTRIBUTION.

               In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in this Section 7 is
for any reason held to be unenforceable although applicable in accordance with
its terms, the Company and the Selling Holders shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by
such indemnity agreement incurred by the Company and the Selling Holders, in
such proportion as is appropriate to reflect the relative fault of and benefits
to the Company on the one hand and the Selling Holders on the other (in such
proportions that the



                                       15



<PAGE>   14

Selling Holders are severally, not jointly, responsible for the balance), in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits to the indemnifying party and
indemnified parties shall be determined by reference to, among other things, the
total proceeds received by the indemnified party and indemnified parties in
connection with the offering to which such losses, claims, damages, liabilities
or expenses relate. The relative fault of the indemnifying party and indemnified
parties shall be determined by reference to, among other things, whether the
action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, has been
made by, or relates to information supplied by, such indemnifying party or the
indemnified parties, and the parties' relative intent, pledge, access to
information and opportunity to correct or prevent such action.

               The parties hereto agree that it would not be just or equitable
if contribution pursuant to this Section 7(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 7(d), no Selling Holder shall be
required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities of such Selling Holder were offered to
the public exceeds the amount of any damages which such Selling Holder would
otherwise have been required to pay by reason of such untrue statement or
omission.

               Notwithstanding the foregoing, no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 7(d), each Person, if
any, who controls a Holder within the meaning of Section 15 of the Securities
Act and directors and officers of a Holder shall have the same rights to
contribution as such Holder, and each trustee of the Company, each officer of
the Company who signed the registration statement and each Person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act
shall have the same rights to contribution as the Company.

        8.     RULE 144 SALES.

               (a)     COMPLIANCE.

                       The Company covenants that, so long as it is subject to
the reporting requirements of the Exchange Act, it will file the reports
required to be filed by it under the Exchange Act so as to enable any Holder to
sell Registrable Securities pursuant to Rule 144 under the Securities Act.

               (b)     COOPERATION WITH HOLDERS.

                       In connection with any sale, transfer or other
disposition by any Holder of any Registrable Securities pursuant to Rule 144
under the Securities Act, the Company shall cooperate with such Holder to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any Securities Act legend, and
enable certificates for such Registrable Securities to be issued at lease two
business days prior



                                       16



<PAGE>   15

to any sale of Registrable Securities for such number of shares and registered
in such names as the Selling Holders may reasonable request upon ten (10)
business days prior notice. The Company's obligation set forth in the previous
sentence shall be subject to the delivery, if reasonably requested by the
Company or its transfer agent, by counsel to such Holder, in form and substance
reasonably satisfactory to the Company and its transfer agent, of an opinion
that such Securities Act legend need not appear on such certificate.

        9.     MISCELLANEOUS.

               (a)     AMENDMENTS AND WAIVERS.

                       The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified, supplemented or
waived, nor may consent to departures therefrom be given, without the written
consent of the Company and the Holders of a majority of the outstanding
Registrable Securities (treating for the purpose of such computation the Holders
of Units as the Holders of Registrable Securities issuable upon exchange of such
Units), PROVIDED, HOWEVER, that no amendment, modification, supplement or waiver
of, or consent to the departure from, the provisions of Sections 2, 3, 4, 5, 7
or 8 hereof shall be effective as against any Holder of Registrable Securities
unless consented to in writing by such Holder of Registrable Securities. Notice
of any such amendment, modification, supplement, waiver or consent adopted in
accordance with this Section 9(a) shall be provided by the Company to each
Holder of Registrable Securities at least thirty (30) days prior to the
effective date of such amendment, modification, supplement, waiver or consent.

               (b)     NOTICES.

                       All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopies, or any courier guaranteeing overnight
delivery, (i) if to a Holder, at such Holder's registered address appearing on
the share register of the Company or the Unit register of the Operating
Partnership or (ii) if to the Company, at Two North Riverside Plaza, Suite 2200,
Chicago, IL 60606, Attention: Timothy H. Callahan, President and Chief Executive
Officer.

                       All such notices and communications shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered;
five business days after being deposited in the mail, postage prepaid, if
mailed; when answered back, if telexed; when receipt is acknowledged, if
telecopied; or at the time delivered if delivered by an air courier guaranteeing
overnight delivery.

               (c)     SUCCESSORS AND ASSIGNS.

                       This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties,
including, without limitation and without the need for an express assignment,
subsequent Holders. If any successor, assignee or transferee of any Holder shall
acquire Registrable Securities, in any manner, whether by operation of law or
otherwise, such Registrable Securities, in any manner, whether by operation of
law or otherwise, such Registrable Securities shall be held subject to all of
the terms of this



                                       17


<PAGE>   16

Agreement, and by taking and holding Registrable Securities such Person shall be
conclusively deemed to have agreed to be bound by all of the terms and
provisions hereof.

               (d)     COUNTERPARTS.

                       This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

               (e)     HEADINGS.

                       The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

               (f)     GOVERNING LAW.

                       This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland without giving effect to the
conflicts of law provisions thereof.

               (g)     SPECIFIC PERFORMANCE.

                       The parties hereto acknowledge that there would be no
adequate remedy at law if any party fails to perform any of its obligations
hereunder, and accordingly, agree that each party, in addition to any other
remedy to which it may be entitled at law or in equity, shall be entitled to
compel specific performance of the obligations of any other party under this
Agreement in accordance with the terms and conditions of this Agreement in any
court of the Untied States or any State thereof having jurisdiction.

               (h)     ENTIRE AGREEMENT.

                       This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. This Agreement supersedes all prior
agreements and understanding between the parties with respect to such subject
matter.

               (i)     LIMITATION OF LIABILITY OF SHAREHOLDERS AND OFFICERS OF
THE COMPANY.

                       ANY OBLIGATION OR LIABILITY WHATSOEVER OF THE COMPANY
WHICH MAY ARISE AT ANYTIME UNDER THIS AGREEMENT OR ANY OBLIGATION OR LIABILITY
WHICH MAY BE INCURRED BY IT PURSUANT TO ANY OTHER INSTRUMENT, TRANSACTION OR
UNDERTAKING CONTEMPLATED HEREBY SHALL BE SATISFIED, IF AT ALL, OUT OF THE
COMPANY'S ASSETS ONLY. NO SUCH OBLIGATION OR LIABILITY, OTHER THAN THIS
AGREEMENT AS IT RELATES TO EACH OF THE



                                       18



<PAGE>   17

HOLDERS, SHALL BE PERSONALLY BINDING UPON, NOR SHALL RESORT FOR THE ENFORECEMENT
THEREOF BE HAD TO, THE PROPERTY OF ANY OF ITS SHAREHOLDERS, TRUSTEES, OFFICERS,
EMPLOYEES OR AGENTS (SOLELY AS A RESULT OF THEIR STATUS AS SHAREHOLDERS,
TRUSTEES, OFFICERS, EMPLOYEES OR AGENTS), REGARDLESS OF WHETHER SUCH OBLIGATION
OR LIABILITY IS IN THE NATURE OF CONTRACT, TORT OR OTHERWISE. NOTWITHSTANDING
THE FOREGOING, THIS SECTION 9(i) SHALL NOT IN ANY WAY AFFECT OR LIMIT ANY
OBLIGATION OR LIABILITY OF ANY HOLDER UNDER THIS AGREEMENT.












                                       19
<PAGE>   18




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


                                    EQUITY OFFICE PROPERTIES TRUST



                                    By: /s/ Timothy H. Callahan
                                        ----------------------------------------
                                    Name: Timothy H. Callahan
                                    Title: President and Chief Executive Officer



                                    EQUITY OFFICE HOLDINGS



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



                                    EQUITY GROUP INVESTMENTS, INC.



                                    By: /s/ Jim Alef
                                        ----------------------------------------
                                    Name: Jim Alef
                                    Title: Executive Vice President





                                       20
<PAGE>   19


                                ZELL/MERRILL LYNCH REAL ESTATE OPPORTUNITY
                                PARTNERS LIMITED PARTNERSHIP

                                By: Equity Office Properties Trust, its managing
                                    general partner

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

                                ZELL/MERRILL LYNCH REAL ESTATE OPPORTUNITY
                                PARTNERS LIMITED PARTNERSHIP II

                                By: Equity Office Properties Trust, its managing
                                    general partner

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

                                ZELL/MERRILL LYNCH REAL ESTATE OPPORTUNITY
                                PARTNERS LIMITED PARTNERSHIP III

                                By: Equity Office Properties Trust, its managing
                                    general partner

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

                                ZELL/MERRILL LYNCH REAL ESTATE OPPORTUNITY
                                PARTNERS LIMITED PARTNERSHIP IV

                                By: Equity Office Properties Trust, its managing
                                    general partner

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





                                       21
<PAGE>   20



                                [UNITHOLDERS]

                                ------------------------------------------------



                                       22
<PAGE>   21



                                [ZML SHAREHOLDERS]

                                ------------------------------------------------





                                       23