<PAGE>

                                                                   EXHIBIT 10.17

                         EQUITY OFFICE PROPERTIES TRUST

                 1997 NON-QUALIFIED EMPLOYEE SHARE PURCHASE PLAN

               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1998)

<PAGE>

1.       Purpose

         The primary purpose of this amended and restated Plan is to encourage
Share ownership by each Eligible Employee and each Eligible Trustee in the
belief that such Share ownership will increase his or her interest in the
success of Equity Office.

2.       Definitions

         2.1      The term "Account" shall mean the separate bookkeeping account
established and maintained by the Plan Administrator for each Participant for
each Purchase Period to record the contributions made on his or her behalf to
purchase Shares under this Plan.

         2.2      The term "Beneficiary" shall mean the person designated as
such by a Participant in accordance with Section 9.

         2.3      The term "Board" shall mean the Board of Trustees of Equity
Office.

         2.4      The term "Closing Price" for any day in a Purchase Period
shall mean the closing price for a Share as reported for such day in The Wall
Street Journal or in any successor to The Wall Street Journal or, if there is no
such successor, in any publication selected by the Committee or, if no such
closing price is so reported for such day, the closing price which is so
reported for the closest day before or after such day which is during the
Purchase Period and within the two (2) week period before or after such day
(provided that if a day before and after are both closest to such day, the
earlier day for which a closing price is reported shall be utilized), or, if no
such closing price is so reported, the fair market value of a Share as
determined by the Committee.

         2.5      The term "Committee" shall mean the Compensation and Option
Committee of the Board.

         2.6      The term "Election Form" shall mean the form which an Eligible
Employee or Eligible Trustee shall be required to properly complete in writing
and timely file at least 15 days prior to the commencement of any Purchase
Period in order to make any of the elections available to an Eligible Employee
or Eligible Trustee under this Plan.

         2.7      The term "Eligible Employee" shall mean each officer or
employee of a Participating Employer:

         (a)      who is shown on the payroll records of a Participating
Employer as a "benefits-eligible" employee (i.e., whose customary employment is
20 hours or more per week), and

         (b)      who has completed at least six (6) full calendar months
(effective for the Purchase Period commencing July 1, 1998, 31 days) of
employment with a Participating Employer.

         2.8      The term "Eligible Trustee" shall mean a person who is a
member of the Board.

         2.9      The term "Equity Office" shall mean Equity Office Properties
Trust, a Maryland real estate investment trust, and any successor to Equity
Office.

<PAGE>

         2.10     The term "Participant" shall mean (a) for each Purchase
Period, an Eligible Trustee or Eligible Employee who has elected to purchase
Shares in accordance with Section 4, and (b) any person for whom a Share is held
pending delivery under Section 8.

         2.11     The term "Participating Employer" shall mean Equity Office,
Equity Office Properties Management Corp. and any affiliated company which is
designated as such by the Committee.

         2.12     The term "Pay" shall mean (a) in the case of an Eligible
Employee, all cash compensation paid to him or her for services to a
Participating Employer, including regular straight time earnings or draw,
overtime, commissions, and bonuses, but excluding amounts paid as living
allowance or reimbursement of expenses and other similar payments; and (b) in
the case of an Eligible Trustee, all fees and incentive bonuses paid to him or
her by Equity Office or a Participating Employer.

         2.13     The term "Pay Day" shall mean the day as of which Pay is paid
to a Participant.

         2.14     The term "Plan" shall mean this Equity Office Properties Trust
1997 Non-Qualified Employee Share Purchase Plan, as amended and restated
effective January 1, 1998, and as thereafter amended from time to time.

         2.15     The term "Plan Administrator" shall mean Equity Office or
Equity Office's delegate.

         2.16     The term "Purchase Period" shall mean a period set by the
Committee. Unless changed by the Committee, each Purchase Period shall begin and
end on the business days coinciding with or immediately following these dates:

                  January 2 - June 30
                  July 1 - December 31

         If the above would cause a Purchase Period to begin on the day that its
preceding Purchase Period ends, then the succeeding Purchase Period shall begin
on the next business day. The first Purchase Period shall commence on January 2,
1998 and terminate on June 30, 1998.

         2.17     The term "Purchase Price" for each Purchase Period shall mean
85% of the lesser of: (a) the Closing Price for a Share on the last day of such
Purchase Period; and (b) the average Closing Price for a Share for all of the
business days in the Purchase Period.

         2.18     The term "Rule 16b-3" shall mean Rule 16b-3 promulgated under
Section 16(b) of the Securities Exchange Act of 1934, as amended, or any
successor to such rule.

         2.19     The term "Share" shall mean a $.01 par value per common share
of beneficial interest of Equity Office. The aggregate number of Shares
available for grant under this Plan shall not exceed 2,000,000, subject to
adjustment pursuant to Section 18 hereof. Shares subject to the Plan may be
authorized but unissued Shares, Shares now held in the treasury of Equity Office
or Shares hereafter acquired by Equity Office.

                                      -2-
<PAGE>

3.       Administration

         Except for the exercise of those powers expressly granted to the
Committee to determine the Closing Price and who is a Participating Employer,
and to set the Purchase Period, the Plan Administrator shall be responsible for
the administration of this Plan and shall have the power in connection with such
administration to interpret the Plan and to take such other action in connection
with such administration as the Plan Administrator deems necessary or equitable
under the circumstances. The Plan Administrator also shall have the power to
delegate the duty to perform such administrative functions as the Plan
Administrator deems appropriate under the circumstances. Any person to whom the
duty to perform an administrative function is delegated shall act on behalf of
and shall be responsible to the Plan Administrator for such function. Any action
or inaction by or on behalf of the Plan Administrator under this Plan shall be
final and binding on each Eligible Employee, Eligible Trustee, Participant,
Beneficiary and on each other person who makes a claim under this Plan based on
the rights, if any, of any such Eligible Employee, Eligible Trustee, Participant
or Beneficiary under this Plan.

4.       Participation

         Each person who is an Eligible Employee or an Eligible Trustee as of
the beginning of a Purchase Period shall be a Participant in this Plan for the
Purchase Period if he or she properly completes and timely files an Election
Form, in accordance with procedures established by the Plan Administrator,
indicating his or her election to participate in this Plan. An Election Form may
require an Eligible Employee or Eligible Trustee to provide such information and
to agree to take such action (in addition to the action required under Section
5) as the Plan Administrator deems necessary or appropriate in light of the
purpose of this Plan or for the orderly administration of this Plan.

5.       Contributions

         (a)      Participant Elections. Each Participant's Election Form under
Section 4 shall specify the contributions that he or she elects to make for the
related Purchase Period. Such contributions shall be expressed as a specific
dollar amount or percentage (or combination thereof) of the Participant's Pay
that his or her Participating Employer is authorized to deduct from his or her
Pay each Pay Day during the Purchase Period, provided, however, that:

                           (1)      the minimum contribution that a Participant
may elect to make for each Pay Day shall be $10.00,

                           (2)      the maximum contribution that a Participant
may elect to make for each Pay Day shall be an amount equal to 20% of his or her
Pay for such Pay Day, and

                  (3)      the maximum annual contribution that a Participant
may elect to make for both Purchase Periods during a calendar year shall be
$100,000.

                  A Participant may, in accordance with procedures established
by the Plan Administrator, make separate contribution elections with respect to
amounts received as part of his or her annual bonus and the remaining amounts of
his or her Pay. The Plan Administrator

                                     - 3 -

<PAGE>

may require the Participant to make such separate elections at separate times
prior to the Participant's receipt of Pay or the start of a Purchase Period.

         (b)      Additional Contributions by Eligible Trustees. In addition to
the contributions made in accordance with paragraph (a) above, a Participant who
is an eligible Trustee may elect to contribute an additional cash amount to the
Plan at any time prior to the close of a Purchase Period. The Participant may
contribute such additional cash amount in accordance with procedures established
by the Plan Administrator.

         (c)      Changes in Contributions and Withdrawals. Except with respect
to contributions made under paragraph (b) above, a Participant (other than a
Participant (a "Restricted Participant") who is then prevented from trading in
Shares under an insider trading policy established by the Chief Legal Counsel of
Equity Office) shall have the right to amend his or her Election Form at any
time to reduce or to stop his or her contributions, and such election shall be
effective as soon as practicable after the Plan Administrator actually receives
such amended Election Form. A Participant (other than a Restricted Participant)
also shall have the right at any time on or before five (5) days prior to the
last day of a Purchase Period to withdraw (without interest) all or any part of
the contributions made under paragraphs (a) and/or (b) above and credited to his
or her Account for such Purchase Period. Any such withdrawal shall be deducted
from the Participant's Account as of the date the Plan Administrator receives
such amended Election Form, and the actual withdrawal shall be effected by the
Plan Administrator as soon as practicable after such date.

         (d)      Account Credits, General Assets and Taxes. Any payroll
deduction made for a Participant shall be credited to his or her Account as of
the Pay Day as of which the deduction is made. All contributions made by a
Participant under this Plan shall be held by Equity Office or by such
Participant's Participating Employer, as agent for Equity Office. All such
contributions may be held as part of the general assets of Equity Office or such
Participating Employer and are not required to be held in trust or otherwise
segregated from the general assets of Equity Office or such Participating
Employer. No interest shall be paid or accrued on any such contributions. Each
Participant's right to the contributions credited to his or her Account shall be
that of a general and unsecured creditor of Equity Office or his or her
Participating Employer. Each Participating Employer shall have the right to make
such provisions as it deems necessary or appropriate to satisfy any tax laws
with respect to purchases of Shares under this Plan.

         (e)      Automatic Refunds. The balance credited to the Account of an
Eligible Employee shall be refunded automatically in full (without interest) if
his or her status as an employee of all Participating Employers terminates for
any reason whatsoever during a Purchase Period, and the balance credited to the
Account of an Eligible Trustee shall be refunded automatically in full (without
interest) if his or her status as a member of the Board terminates for any
reason whatsoever during a Purchase Period. Such refunds shall be made as soon
as practicable after the Plan Administrator has actual notice of any such
termination. Notwithstanding the foregoing, if either such status terminates
because of the death or "disability" (as defined in the Equity Office Properties
Trust Retirement Savings Plan) of the Participant, then at the election of the
Participant or his or her Beneficiary, no refund will be made, and such balance
will be used to buy Shares at the end of the Purchase Period. In addition, the
Plan Administrator, in its discretion, may allow a Participant (or class
thereof) whose status as an employee terminates during a Purchase Period to
elect to not receive a

                                     - 4 -

<PAGE>

refund and have the balance of his or her Account used to buy Shares at the end
of the Purchase Period.

6.       Purchase of Shares

         (a)      Automatic Purchase. If a Participant is an Eligible Employee
or an Eligible Trustee through the end of a Purchase Period, or if a balance was
retained for such Eligible Employee or Eligible Trustee in accordance with
Section 5(e), the balance that remains credited to his or her Account at the end
of such Purchase Period shall automatically be applied to purchase Shares at the
Purchase Price established for such Purchase Period. Such Shares shall be
purchased on behalf of the Participant by operation of this Plan in whole and
fractional amounts (computed to the number of decimal places set by the Plan
Administrator) and credited to the Participant's Account.

         (b)      Uniform Administration. Except as specifically provided
herein, all Eligible Employees shall have the same rights and privileges under
the Plan. All rules and determinations of the Plan Administrator and the
Committee in the administration of the Plan shall be uniformly and consistently
applied to all persons in similar circumstances.

         (c)      Number of Shares Available. If the total number of Shares to
be purchased on any date in accordance with Section 6(a) exceeds the Shares then
available under the Plan (after deduction of all Shares that have been purchased
under Section 6(a)), the Plan Administrator shall make a pro rata allocation of
the Shares remaining available in as nearly a uniform manner as shall be
practicable and as it shall determine to be equitable.

         (d)      Statement of Account. As soon as practicable following the end
of each Purchase Period, the Plan Administrator shall distribute to each
Participant a statement reflecting the contributions made to the Participant's
Account during the applicable Purchase Period and Plan Year, the amount of
contributions used to purchase Shares during the Purchase Period, the number of
Shares purchased during the Purchase Period, the Purchase Price paid for Shares
purchased during the Purchase Period and the Closing Price for Shares purchased
during the Purchase Period.

7.       Restrictions on Dispositions

         (a)      Disposition Within One Year of Purchase. Except as provided in
paragraph (b) below of this Section 7 or in the third sentence of Section 8, no
sale, transfer or other disposition may be made of any Shares purchased under
the Plan until the first anniversary of such purchase. If a Participant violates
the foregoing restriction, he or she shall remit to Equity Office an amount of
cash equal to:

                  (1)      the difference between the amount the Participant
paid for such Shares and the Closing Price of such Shares on the date they were
purchased, less

                  (2)      the excess (if any) of the amount the Participant
paid for such Shares over the Closing Price of such Shares on the date of the
sale, transfer or disposition.

                                     - 5 -

<PAGE>

                  The amount to be remitted for purposes of the foregoing shall
be computed by the Plan Administrator, in its discretion, using a
Last-In-First-Out basis of accounting in the event that Shares from more than
one (1) Purchase Period are sold, transferred or disposed of by the Participant.

         (b)      Financial Need. Notwithstanding the foregoing, if a
Participant who owns Shares subject to the foregoing restriction is determined
by the Plan Administrator in its discretion to have a serious financial need for
the proceeds of the sale of such Shares, then upon application made by the
Participant, the Plan Administrator shall consent to a sale of such Shares to
the extent necessary to satisfy the serious financial need, and the Participant
will not be required to remit to Equity Office the amounts described in
paragraph (a) above.

8.       Delivery

         (a)      Time of Delivery. A book-entry record of the Shares purchased
by each Participant shall be maintained by the Plan Administrator, and
certificates shall not be issued for such Shares until the later of the date
that the disposition restrictions described in Section 7(a) above lapse and the
date that a Participant specifically requests such certificates. Notwithstanding
the foregoing, when a refund is made to a Participant pursuant to Section 5(e)
or to a Beneficiary pursuant to Section 9(b), certificates shall be delivered to
him or her for all Shares then held for the Participant or Beneficiary under the
Plan. If a Participant or Beneficiary entitled to an Account balance refund
elects, in accordance with Section 5(e) or Section 9(b) (as applicable), to have
such Account balance used to purchase Shares at the end of the Purchase Period
in which he or she becomes entitled to such refund, certificates shall be
delivered for all Shares held under the Plan for him or her as soon as
practicable following close of such Purchase Period.

         (b)      Registering of Shares. A Share certificate delivered to a
Participant or Beneficiary shall be registered in his or her name or, if the
Participant or Beneficiary so elects and if permissible under applicable law, in
the names of the Participant or Beneficiary and one (1) such other person as he
or she may designate, as joint tenants with rights of survivorship. However, (1)
no Share certificate representing a fractional Share shall be delivered to any
person, (2) cash which the Plan Administrator deems representative of the value
of a fractional Share shall be distributed (when a distribution of certificates
for all of the Shares held for the Participant or Beneficiary is made) in lieu
of such fractional Share, and (3) the Plan Administrator shall have the right to
charge a Participant or Beneficiary for registering Shares in the name of the
Participant or Beneficiary and any other person. No Participant or Beneficiary
(or any person who makes a claim for, on behalf of, or in place of a Participant
or Beneficiary) shall have any interest in any Shares under this Plan until they
have been reflected in the book-entry record maintained by the Plan
Administrator or the certificate for such Shares has been delivered to such
person.

                                     - 6 -

<PAGE>

9.       Plan Beneficiary

         (a)      Participant Election of Beneficiary. A Participant may
designate on his or her Election Form a Beneficiary of his or her Account under
the Plan. Such designation may be revised in writing at any time by the
Participant by filing an amended Election Form, and his or her revised
designation shall be effective at such time as the Plan Administrator receives
such amended Election Form. If (1) a Participant dies before he or she
designates a Beneficiary, (2) no Beneficiary so designated under this Section 9
survives a Participant, or (3) after checking his or her last known mailing
address, the whereabouts of the Beneficiary so designated are unknown, then the
Participant's estate shall be treated as his or her designated Beneficiary under
the Plan.

         (b)      Death Benefits. Upon the death of a Participant, his or her
Beneficiary shall receive the Shares, if any, purchased for the Participant
under this Plan for which certificates have not been delivered to the
Participant, as well as any Shares which have not been credited to a brokerage
account maintained for the Participant, but in no event including any Shares
registered in joint tenancy with rights of survivorship (which shall pass in
accordance with such rights). In addition, the Participant's Beneficiary shall
have the right to elect to either:

                  (1)      receive a refund of the balance credited to the
Participant's Account (without interest) during the Purchase Period in which the
Participant dies, or

                  (2)      have such Account balance used to purchase Shares in
accordance with Section 6 at the end of the Purchase Period.

         Refunds shall be delivered to a Beneficiary as soon as practicable
after the Plan Administrator has actual notice of a Participant's death and the
Beneficiary's election.

10.      Restrictions on Transferability

         Except to the extent specifically provided herein, neither the balance
credited to a Participant's Account nor any rights to receive Shares under this
Plan may be assigned, encumbered, alienated, transferred, pledged, or otherwise
disposed of in any way by a Participant during his or her lifetime or by his or
her Beneficiary or by any other person during the Participant's lifetime, and
any attempt to do so shall be without effect. Notwithstanding the foregoing, a
Participant who is also a participant in the Equity Office Properties Trust
Supplemental Retirement Savings Plan (the "Retirement Plan") may make deferral
elections with respect to his or her rights to purchase Shares hereunder,
subject to and in accordance with the Retirement Plan and such procedures as are
established by the Plan Administrator.

11.      Securities Registration

         If Equity Office shall deem it necessary to register under the
Securities Act of 1933, as amended, or any other applicable statutes, any Shares
purchased under this Plan or to qualify any such Shares for an exemption from
any such statutes, Equity Office shall take such action at its own expense. If
Shares are listed on any national securities exchange at the time any Shares are
purchased hereunder, Equity Office shall

                                     - 7 -

<PAGE>

make prompt application for the listing on such national stock exchange of such
Shares, at its own expense. Purchases of Shares hereunder shall be postponed as
necessary pending any such action.

12.      Compliance with Rule 16b-3

         All elections and transactions under this Plan by persons subject to
Rule 16b-3 are intended to comply with at least one of the exemptive conditions
under Rule 16b-3. The Plan Administrator shall establish such administrative
guidelines to facilitate compliance with at least one such exemptive condition
under Rule 16b-3 as the Plan Administrator may deem necessary or appropriate. If
any provision of this Plan or any administrative guidelines, act or omission
with respect to this Plan (including any act or omission by an Eligible Employee
or an Eligible Trustee) fails to satisfy such exemptive condition under Rule
16b-3 or otherwise is inconsistent with such condition, such provision,
guidelines or act or omission shall be deemed null and void.

13.      Amendment or Termination

         This Plan may be amended by the Board from time to time to the extent
that the Board deems necessary or appropriate, and any such amendment shall be
subject to the approval of Equity Office's shareholders to the extent such
approval is required under the laws of the State of Maryland; provided, however,
that no amendment shall be retroactive unless the Board in its discretion
determines that the retroactivity of such amendment is in the best interest of
Equity Office or such amendment is required by applicable law to be retroactive.
The Board may also terminate this Plan and any Purchase Period (together with
any related contributions) at any time; provided, however, that no such
termination shall be retroactive unless the Board determines that applicable law
requires a retroactive termination.

14.      Notices

         All Election Forms and other communications from a Participant to the
Plan Administrator under, or in connection with, this Plan shall be deemed to
have been filed with the Plan Administrator when actually received in the form
specified by the Plan Administrator at the location, or by the person,
designated by the Plan Administrator for the receipt of any such Election Form
and communications.

15.      Employment

         The right to elect to participate in this Plan shall not constitute an
offer of employment or membership on the Board, and no election to participate
in this Plan shall constitute an employment agreement for an Eligible Employee
or an agreement with respect to Board membership for an Eligible Trustee. Any
such right or election shall have no bearing whatsoever on the employment
relationship between an Eligible Employee and any other person or on an Eligible
Trustee's status as a member of the Board. Finally, no Eligible Employee shall
be induced to participate in this Plan, nor shall participate in this Plan, with
the expectation that such participation will lead to employment or continued
employment, and no Eligible Trustee shall be induced to participate in this
Plan, nor shall participate in this Plan, with the expectation that such
participation will lead to continued membership on the Board.

                                     - 8 -

<PAGE>

16.      Employment Transfers

         No Eligible Employee's employment shall be treated as terminated under
this Plan as a result of a transfer between, or among, Equity Office or any
other Participating Employer.

17.      Approval of Shareholders

         The Plan shall not take effect until approved by the holders of a
majority of the shares of the Trust present, or represented, and entitled to
vote at a meeting of the shareholders of the Trust.

18.      Changes in Capital Structure.

         (a)      In the event that the outstanding Shares of Equity Office are
hereafter increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of Equity Office or of another
corporation, by reason of any reorganization, merger, consolidation,
recapitalization, reclassification, Share split-up, combination of Shares, or
dividend payable in Shares, appropriate adjustment shall be made by the Board in
the number or kind of shares as to which a right to purchase is granted under
this Plan shall be exercisable, to the end that such right holder's
proportionate interest shall be maintained as before the occurrence of such
event. Any such adjustment made by the Board shall be conclusive.

         (b)      If Equity Office is not the surviving or resulting corporation
in any reorganization, merger, consolidation or recapitalization, this Plan, and
Equity Office's rights, duties and obligations hereunder, shall be assumed by
the surviving or resulting corporation and the rights of a Participant to
purchase Shares shall continue in full force and effect.

19.      Headings, References and Construction

         The headings to sections in this Plan have been included for
convenience of reference only. This Plan shall be interpreted and construed in
accordance with the laws of the State of Maryland.

         IN WITNESS WHEREOF, the undersigned officer of Equity Office has
executed this document to certify its adoption by Equity Office as of the
effective date provided herein.

                         EQUITY OFFICE PROPERTIES TRUST

                         By: /s/ Stanley M. Stevens
                             ---------------------------------------
                         Stanley M. Stevens
                         Executive Vice President,
                         Chief Legal Counsel and Secretary

                                     - 9 -