Exhibit 10.2



| |             
| | ------------
| | May 11, 2001

Equity Office Properties Trust

EOP Operating Limited Partnership


Senior Term Loan Facility


Fee Letter


Equity Office Properties Trust 
 Two North Riverside Plaza 
 Suite 2100 
 Chicago, Illinois 60606 
 Attention: Richard Kincaid

Re: Fee Letter

Ladies and Gentlemen:

Reference is made to the Senior Term Loan Facility Commitment
Letter dated the date hereof (including the attached Summary of
Terms, the Commitment Letter) between us and
you. Capitalized terms used but not defined herein are used with
the meanings assigned to them in the Commitment Letter.

As additional consideration for the respective commitments of
the Lead Lenders under the Commitment Letter, in the event the
Facility is funded and remains outstanding for 120 days, the
Borrower and the Guarantor agree, jointly and severally, to pay
to the Administrative Agent for the pro rata distribution to
each of the Lenders on the 120th day after such funding, a
financing fee equal to 20 basis points of the then outstanding
principal amount of the Facility. All fees payable hereunder and
under the Commitment Letter shall be paid in immediately
available funds and shall be in addition to reimbursement of
reasonable out-of-pocket expenses (including reasonable
attorneys fees and disbursements) of the Arrangers, the
Agents, the Lead Lenders and the Co-Lenders. The Borrower and
the Guarantor agree, jointly and severally, that (i) the
reasonable fees and expenses of Skadden, Arps, Slate, Meagher
& Flom LLP, counsel for the Arrangers, the Agents and
the Lead Lenders, and (ii) the reasonable cost incurred by
the Arrangers, the Agents, the Lead Lenders and the Co-Lenders
in connection with the negotiation, preparation, execution,
delivery, collection and enforcement of the Commitment Letter,
the Term Sheet and this Fee Letter and the negotiation,
preparation, execution, and delivery of the definitive financing
agreements shall be for the Borrowers and the
Guarantors account, and the Borrower and the Guarantor
agree, jointly and severally, to pay such costs and expenses
when definitive loan documentation for the Facility is signed or
upon any earlier termination of the Commitment Letter or the
proposed Facility, regardless of whether any loan documents are
agreed to and signed by the Lenders, the Borrowers and the
Guarantor and regardless of whether any loans are actually made.

It is understood and agreed that this Fee Letter shall not
constitute or give rise to any obligation to arrange or provide
any financing; such an obligation will arise only to the extent
provided in the Commitment Letter if accepted in accordance with
its terms. This Fee Letter may not be amended or waived except
by an instrument in writing signed by each of the Lenders and
you. This Fee Letter shall be governed by, and construed in
accordance with, the laws of the State of New York. This Fee
Letter may be executed in any number of counterparts, each of
which shall be an original; and all of which, when taken
together, shall constitute one agreement. Delivery of an
executed signature page of this Fee Letter by facsimile
transmission shall be effective as delivery of a manually
executed counterpart hereof.

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The Arrangers, the Agents and the Lead Lenders shall be
entitled, after consultation with you and commencing reasonable
efforts to syndicate the Facility without any change in the
pricing of the Facility, to change the Applicable Margin for
LIBOR Rate Loans under the Facility if the syndication thereof
has not been completed and if the Arrangers, the Agents and the
Lead Lenders determine that such change is advisable in order to
ensure a successful syndication of the Facility (as determined
by each Arranger), provided that no such change shall increase
the Applicable Margin for LIBOR Rate Loans identified in the
Term Sheet by more than 20 basis points (0.20%). The rights of
the Arrangers, the Agents and the Lead Lenders under this
paragraph will survive the execution and delivery of the
definitive loan documents for the Facility and any borrowings
thereunder and continue in effect until such syndication efforts
shall be completed. The Borrower and the Guarantor agree that
such loan documents shall grant the Arrangers, the Agents and
the Lead Lenders such rights and, if such rights are exercised,
be amended if necessary in connection with the syndication to
include any such changes deemed advisable by each Arranger.

You and we agree that this Fee Letter and its contents are
subject to the confidentiality provisions of the Commitment
Letter.

Please confirm that the foregoing is our mutual understanding by
signing and returning to us an executed counterpart of this Fee
Letter.



| |                      
| | ---------------------
| | Very truly yours,    
|
| | Lead Lenders         
|
| | BANK OF AMERICA, N.A.



| |     |                       
| | --- | ----------------------
| | By: | /s/ PATRICK TROWBRIDGE

| |                                                           
| | ----------------------------------------------------------
| | Name:  Patrick Trowbridge 
         Title:  Vice President
|
| | THE CHASE MANHATTAN BANK                                  



| |     |                       
| | --- | ----------------------
| | By: | /s/ MARC E. COSTANTINO

| |                                                           
| | ----------------------------------------------------------
| | Name:  Marc E. Costantino 
         Title:  Vice President
|
| | CITICORP REAL ESTATE, INC.                                



| |     |                 
| | --- | ----------------
| | By: | /s/ DAVID BOUTON

| |                                               
| | ----------------------------------------------
| | Name:  David Bouton 
         Title:  Director





| | Co-Lenders
| | ----------



| | DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES
| | ----------------------------------------------------



| | By:           
                    
       /s/ RYAN HUDDLESTUN
     ________________________________________________________
     Name: Ryan Huddlestun
     Title: Vice President
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | BANKERS TRUST COMPANY
| | ---------------------



| | By:           
                    
       /s/ STEVEN P. LAPHAN    
________________________________________________________
     Name: Steven P. Laphan
     Title: Director
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | PNC BANK, NATIONAL
ASSOCIATION
| | ------------------------------



| | By:           
                    
       /s/ MICHAEL E. SMITH    
________________________________________________________
     Name: Michael E. Smith
     Title: Vice President
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                        | 
|----------------------------------------------------------------------- | 
|Accepted and agreed to as of 
         the date first written above by: | 
|                                                                       
|EQUITY OFFICE PROPERTIES TRUST                                          | 



|    |                  | 
|--- | ---------------- | 
|By: | /s/ MAUREEN FEAR | 

|                                                                       | 
|---------------------------------------------------------------------- | 
|Name:  Maureen Fear 
         Title:  Senior Vice President, Treasurer | 
|                                                                      
|EOP OPERATING LIMITED PARTNERSHIP                                      | 



|    |                                                               | 
|--- | ------------------------------------------------------------- | 
|By: | Equity Office Properties Trust, 
         its general partner | 
|   
|By: | /s/ MAUREEN FEAR                                              | 

|                                                                       | 
|---------------------------------------------------------------------- | 
|Name:  Maureen Fear 
         Title:  Senior Vice President, Treasurer | 

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