X0202 4 2006-02-24 0 0001038339 EQUITY OFFICE PROPERTIES TRUST EOP 0001024193 ZELL SAMUEL TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO IL 60606 1 0 0 0 Com Sh of B.I., p.v. $.01 2006-02-24 4 A 0 78680 30.980 A 325741 D Com Sh of B.I., p.v. $.01 2006-03-01 4 D 0 66512 0 D 259727 D Com Sh of B.I., p.v. $.01 32000 I By Spouse, Trustee for HZRT Com Sh of B.I., p.v. $.01 43753 I See Buzzard Footnote Com Sh of B.I., p.v. $.01 12834 I See EGI Footnote Com Sh of B.I., p.v. $.01 12835 I See EGIL Footnote Com Sh of B.I., p.v. $.01 258178 I See Samstock/Alpha Footnote Com Sh of B.I., p.v. $.01 27348 I See SZRT Footnote Com Sh of B.I., p.v. $.01 1239472 I See ZFT Footnote Non-Qualified Share Option Grant 30.98 2006-02-24 4 A 0 200123 0 A 2007-03-01 2016-02-24 Com Sh of B.I., p.v. $.01 200123 200123 D Phantom Share Units 2006-03-01 4 A 0 66512 0 A Com Sh of B.I., p.v. $.01 66512 159895 D Reflects disposition back to Issuer of previously restricted shares granted to the Reporting Person pursuant to one of Equity Office Properties Trust's equity compensation plans. The Reporting Person made a prior election to defer receipt of these shares when they vested (the Transaction Date) by exchanging them for phantom share units to be held in the Issuer's Supplemental Retirement Plan ("SRP"). The Common Shares of Beneficial Interest reported herein were owned by the Helen Zell Revocable Trust (''HZRT'') on 11/20/98, the date on which the Reporting Person married Helen Zell, the trustee of HZRT. Reporting Person does not have a pecuniary interest in such shares. The securities reported herein are owned by Buzzard Partners. The Rochelle Zell Trust (''RZ'') was a partner in Buzzard Partners. The Reporting Person was a co-trustee and a beneficiary of RZ. A portion of the pecuniary interest in such shares is attributable to persons other than the Reporting Person. The securities reported herein are owned by EGI Holdings, Inc. Under a stockholder's agreement dated December 31, 1999 among certain trusts established for the benefit of the family of the Reporting Person (the "Zell Trusts") and certain trusts established for the benefit of the family of Ann and Robert Lurie (the "Lurie Trusts"), the Zell Trusts have the power to vote and dispose of the shares beneficially owned by EGI Holdings, Inc. Chai Trust Company, L.L.C. ("Chai Trust") is the trustee of such trusts. The Reporting Person is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The Common Shares reported herein are owned by EGIL Investments, Inc. Under a stockholder agreement dated December 31, 1999 among the Zell Trusts and the Lurie Trusts, the Lurie Trusts have the power to vote and dispose of the shares beneficially owned by EGIL Investments, Inc. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The securities reported herein are owned by Samstock/Alpha, L.L.C. The sole member of Samstock/Alpha, L.L.C. is Alphabet Partners. The general partners of Alphabet Partners are the Zell Trusts, the trustee of which is Chai Trust. The Reporting Person is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The securities reported herein are owned by Samstock/SZRT, L.L.C. The sole member of Samstock/SZRT L.L.C. is the Samuel Zell Revocable Trust, under trust agreement dated January 17, 1990. The Reporting Person is the sole trustee and beneficiary of the Samuel Zell Revocable Trust. The securities reported herein are owned by Samstock/ZFT, L.L.C. The sole member of Samstock/ZFT, L.L.C. is ZFT Partnership. The general general partners of ZFT Partnership are the Zell Trusts, the trustee of which is Chai Trust. The Reporting Person is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Option is exercisable as follows: 1/3 on 3/1/07; 1/3 on 3/1/08; and 1/3 on 3/1/09 One phantom share unit converts into one Common Share or cash value of one Common Share of the Issuer. Immediately By: By Robin Mariella as POA for 2006-03-03