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Exhibit 10.38
 Equity Office Properties Trust
2003 Share Option and Share Incentive Plan
 Participant Summary and
Restricted Share Agreement for Employees
 
 INTRODUCTION
     The effective date of the agreement reflected
in this document with respect to the Share Award is _____________.
 This Document Constitutes Part of a Prospectus Covering Securities that have been
Registered under the Securities Act of 1933
 The date of this Prospectus is _________________




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PLAN ADMINISTRATION
    
 ADDITIONAL INFORMATION
  
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RESTRICTED SHARE AWARDS
 Q
    
    What is a restricted Share Award?A
    
    You were granted ______ Shares as a
restricted Share Award. A restricted Share Award
is an issuance of Shares that you will forfeit
(see page 5 of this Summary and Agreement) if you
do not satisfy the vesting conditions established
by the Committee (see page 5 of this Summary and
Agreement). As of the Grant Date (as defined
in the Glossary), you will have the right to vote
the Shares and to receive an amount equal to
dividends as and if declared. Your other rights
as an Equity Office shareholder with respect to
the awarded Shares will be restricted. 
The Committee determines the terms, conditions
and restrictions that apply to each Share Award
granted under the Plan. In no event, however,
may the terms, conditions and restrictions be
inconsistent with those of the Plan. Further,
the grant of a Share Award does not confer upon
you the right to be retained in the Service of
Equity Office. For purposes of the Plan, your
Service ends when you no longer perform services
as an employee, officer, trustee of Equity Office
or any Subsidiary (as defined in the Plan).Q
    
    Will Share certificates be issued in my name
at the time of grant?A
    
    No. At the time of grant, Equity Office
will reflect your ownership by book entry. For a
fee, Fidelity will issue Share certificates upon
your request after you become vested in the
Shares. Those employees who are eligible to
participate in the Equity Office Supplemental
Retirement Savings Plan (SERP) and have elected
to defer receipt of their Shares by exchanging
them for Phantom Share Units under the SERP also
may be issued Share certificates when Shares are
distributed from the SERP in exchange for such
Phantom Share Units.
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Q
    
    Can I defer my Shares into the SERP?A
    
    If you are eligible to participate in the SERP, you will have until
December 31 of the year prior to the year in which the Share Award is made
to make an election to defer receipt of the Shares into the SERP by
exchanging them for Phantom Share Units under the SERP at the time the
Shares vest (see page 5 of this Summary and Agreement).Q
    
    Can I transfer my Share Award?A
    
    You may not sell, assign or otherwise transfer any non-vested Shares.
Any attempt to do so will be void and without effect. However, when you
become vested in the awarded Shares, you will have the right to transfer
the Shares. If you are eligible to elect to defer receipt of Shares under
the SERP, transferability of the Phantom Share Units credited to your
account under the SERP will be controlled by the SERP plan document.Q
    
    Are there times when I cannot transfer my vested Shares?A
    
    Yes. There may be times when Equity Offices Chief Legal Counsel
imposes a blackout period because of the existence or potential
existence of significant non-public information, such as a large
acquisition or earnings that differ from stock market expectations, or if
Equity Office conducts an additional offering to sell more Shares. During
these times, you may have to temporarily wait to sell your vested Shares,
whether or not such information is communicated to you.In addition, while an employee, if you are restricted to trading within
the window periods established under Equity Offices insider trading
policy (as determined by the Chief Legal Counsel), you cannot sell any
vested Shares (or any other holdings of Equity Office shares) outside of
the window periods following the release of quarterly financial
information, or otherwise in violation of any trading policy established
by Equity Offices Chief Legal Counsel and applicable to you.If you are an affiliate of Equity Office under the federal securities
laws, your sales of Shares must comply with Rule 144. You will be advised
if you are subject to Rule 144.
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VESTING
 Q
    
    When will I become vested in the awarded Shares?A
    
    You will become vested in ______ percent (___%) of the awarded
Shares on ______ and will be vested in an additional ___
percent (___%) of the Shares on _________.Q
    
    What if there are any fractional Shares at the time of vesting?A
    
    Any fractional Shares will be rounded down to the next whole Share.
The fractional Shares shall remain unvested until, when combined with
other fractional Shares that would otherwise be vested, they equal a whole
Share.Q
    
    Are there any other circumstances under which I will vest in the
awarded Shares?A
    
    Yes. You will become fully vested in the Shares if your Service with
Equity Office is terminated:
 
    
    because of your death or Disability (as defined in the Glossary);
    
    in connection with your retirement at or after age 62;
    
    as a result of a Change in Control (as more particularly and specifically defined in the Plan) of Equity Office; or
    
    under circumstances that the Plan Administrator (as defined in the Glossary) deems to warrant full vesting.
 
 FORFEITURE
 Q
    
    What happens if I leave Equity Office before I vest in the awarded Shares?A
    
    Unless your Service is terminated because of death, Disability or
retirement or as a result of a Change in Control of Equity Office or under
circumstances the Plan Administrator deems to warrant vesting some or all
of your non-vested Shares, you will forfeit to Equity Office any
non-vested Shares upon your termination of Service with Equity Office and
all Subsidiaries.
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TAX CONSEQUENCES
 Q
    
    When do I pay tax on the restricted Share Award?A
    
    Normally you do not recognize compensation (ordinary) income at the
time you receive a restricted Share Award. As your Shares vest, you will
recognize ordinary income in an amount equal to the Fair Market Value
(as defined in the Glossary) of the vested Shares and you will be subject
to income taxes and FICA (Medicare and social security taxes) on that
amount. Equity Offices designated agent for the Plan Administrator
(currently Fidelity Investments) will provide you with a calculation of
the tax withholding due.Alternatively, you may choose one of the following options which means
that the amount of tax you pay and the time at which you pay it will
differ as explained below:
 Option 1
 Section83(b)Election. within
thirty (30) days of the restricted Share Grant Date You should note that an 83(b) Election is irrevocable upon
submission.
  not
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Option 2
 SERP Deferment.
 Q
    
    What is the tax treatment for dividends received under a restricted
Share Award?A
    
    Any dividends received on non-vested Shares will be treated as
compensation includable in your gross income reported on IRS Form W-2 (if
you did not file an 83(b) Election for the Shares) or Form 1099-DIV (if
you filed an 83(b) Election for the Shares) and in either case taxed as
ordinary income.Q
    
    Is any income I recognize with respect to the awarded Shares subject
to any withholding taxes and how will I pay my taxes?A
    
    Yes. Any income you recognize with respect to the awarded Shares is
subject to all tax withholding requirements. Payment of part or all of
the required withholding taxes may be satisfied as follows:
 
    
    you may elect to sell unrestricted Shares through Equity Offices
designated broker (currently Fidelity Investments) to satisfy all tax
withholding requirements provided that you are in compliance with Equity
Offices insider trading policy. Executive officers of Equity Office
subject to Section 16 of Securities Exchange Act of 1934 must obtain prior
approval from the Chief Legal Counsel to sell Shares to satisfy tax
withholding requirements.
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
    
    you may elect to deliver to Equity Offices designated broker
(currently Fidelity Investments) any unrestricted Shares having a Fair
Market Value determined as of the date of such delivery equal to the
amount required to be withheld;
    
    Equity Office may permit any delivery of unrestricted Shares to be
made by withholding Shares otherwise issuable pursuant to the Share Award
equal to the amount required to be withheld; or
    
    you may remit to Equity Offices agent for the Plan Administrator
(currently Fidelity Investments) an amount sufficient to satisfy payment
of the taxes.
 
 ELIGIBILITY
 Q
    
    Who is eligible to participate in the Plan?A
    
    Certain employees, officers, trustees and consultants of Equity Office and its Subsidiaries are eligible
to receive awards under the Plan. The Committee designates the individuals who receive awards under the Plan.
 
 SHARES SUBJECT TO THE PLAN
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
    
    the aggregate exercise price payable with respect to Shares subject to an outstanding option or SAR be
changed; or
 
    
    the exercise price of an option be adjusted below par value of the Shares; or
 
    
    any fractional Shares be issued pursuant to any such adjustment.
   
 MORE INFORMATION ABOUT SHARES
  
    
    general economic and political conditions,
 
    
    tax and interest rates,
 
    
    actual and expected changes in our earnings as compared to past results,
 
    
    comparisons with the earnings of other public companies, and
 
    
    other factors over which Equity Office has no control.
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SECTION 16 TRUSTEES & OFFICERS OF EQUITY OFFICE
  
 DURATION, MODIFICATION & TERMINATION OF THE PLAN
  
 APPLICABLE LAWS
  
 NOTICES
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EQUITY OFFICE PROPERTIES TRUSTBy:
    Richard KincaidPresident and Chief Executive OfficerGRANTEE<<FIRSTNAME>> <<LASTNAME>> 
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GLOSSARY OF TERMS
 Change in Control
 
    
    the acquisition by any entity, person or group of more than thirty
percent (30%) of the combined voting power of the outstanding
voting securities of Equity Office;
 
    
    approval by shareholders of Equity Office of a merger,
consolidation or reorganization of Equity Office with one (1) or
more other entities, as a result of which the holders of all
outstanding voting securities of Equity Office immediately prior
to such transaction hold less than seventy percent (70%) of the
combined voting power of the outstanding voting securities of the
surviving or resulting corporation in substantially the same
relative proportion as their ownership of the outstanding voting
securities of Equity Office immediately before the transaction and
the incumbent members of the Board of Trustees of Equity Office
immediately before the transaction do not constitute at least a
majority of the members of the board of the resulting corporation;
or
 
    
    approval by shareholders of Equity Office of a complete
liquidation or dissolution of Equity Office; or
 
    
    the rejection by the voting beneficial owners of the outstanding
Shares of the entire slate of trustees proposed by the Board at a
single election of trustees; or
 
    
    the rejection by the voting beneficial owners of the outstanding
Shares of one-half or more of the trustees proposed by the Board
over any two or more consecutive elections of trustees; or
 
    
    approval by shareholders of Equity Office of an agreement for the
sale of substantially all of the assets of Equity Office other
than to an entity of which Equity Office directly or indirectly
owns at least seventy percent (70%) of the voting shares.
 Committee
 Disability
 Equity Office
 Fair Market Value
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Grant Date
 Phantom Share Unit
 Plan
 Plan Administrator
 
    
    any authority of the Plan Administrator under the Plan may be
exercised only if the exercise of such authority would not cause
the related Share Award, to fail to constitute performance-based
compensation on its Grant Date under Treasury Regulation Section
1.162-27; and
 
    
    Plan Administrator means the full Committee only if the exercise
of such authority by the President and Chief Executive Officer and
any one member of the Committee would adversely affect the grants
status as performance-based compensation and its exercise by the
full Committee would not so affect such status.
 Service
 Share Award
 Shares
 Vested
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