SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12

CENTERPOINT PROPERTIES TRUST
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CENTERPOINT PROPERTIES TRUST
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 15, 1998
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
CenterPoint Properties Trust (the "Company") will be held at the Lower Level
Conference Center, 401 N. Michigan Avenue, Chicago, Illinois on Friday, May 15,
1998 at 11:00 a.m., Central Daylight Time, for the following purposes:

1. to elect eight trustees to serve until the next annual meeting of
shareholders or special meeting of shareholders held in place thereof and
until their respective successors are elected and have qualified;

2. to ratify the selection of Coopers & Lybrand as independent public
accountants of the Company for the year ending December 31, 1998;

3. to vote on the approval of the Fourth Amendment to the CenterPoint
Properties 1993 Stock Option Plan; and

4. to transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.

The Board of Trustees has fixed the close of business on March 25, 1998 as
the record date for the determination of common shareholders entitled to vote at
the meeting. Only those shareholders whose names appear on record on the books
of the Company at the close of business on such date are entitled to notice of,
and to vote at, the Annual Meeting or any adjournment or adjournments thereof.

You are cordially invited to attend the meeting in person. Whether or not
you expect to attend the meeting, please sign and date the enclosed proxy and
return it as promptly as possible in the enclosed self-addressed,
postage-prepaid envelope. If you attend the Annual Meeting of Shareholders and
wish to vote in person, your proxy will not be used.

By Order of the Board of Trustees,

Paul S. Fisher
SECRETARY

March 31, 1998
Chicago, Illinois

CENTERPOINT PROPERTIES TRUST

401 NORTH MICHIGAN AVENUE

SUITE 3000

CHICAGO, ILLINOIS 60611

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PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1998

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This proxy statement is furnished to holders of the Common Shares of
Beneficial Interest, par value $.001 per share, of CENTERPOINT PROPERTIES TRUST
(hereinafter called the "Company") in connection with the solicitation of
proxies by the Board of Trustees of the Company to be used at the Annual Meeting
of Shareholders of the Company to be held at the Lower Level Conference Center,
401 N. Michigan Avenue, Chicago, Illinois on Friday, May 15, 1998 at 11:00 a.m.,
Central Daylight Time, and at any adjournment or adjournments thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

If the accompanying form of proxy is executed and returned, it may
nevertheless be revoked at any time insofar as it has not yet been exercised.
The persons named in the accompanying form of proxy will vote such proxy for
election to the board of the nominees named below. It is anticipated that this
proxy statement and the enclosed proxy will be first mailed to record holders of
the Company's Common Shares on or about March 31, 1998.

The Board of Trustees has fixed the close of business on March 25, 1998 as
the record date for the determination of shareholders entitled to receive notice
of and vote at the Annual Meeting of Shareholders. As of March 25, 1998, the
Company had outstanding 16,923,565 Common Shares of Beneficial Interest, par
value $.001 per share.

Each Common Share is entitled to one vote on each matter presented for
ratification. A shareholder who abstains from a vote on any matter by
registering an abstention will be deemed present at the meeting for quorum
purposes but will not be deemed to have voted on that matter. Similarly, in the
event a nominee holding shares for beneficial owners votes on certain matters
pursuant to discretionary authority or instruction from the beneficial owners,
but with respect to one or more other matters does not receive instructions from
the beneficial owners and does not exercise discretionary authority (a so-called
"non-vote"), the shares held by the nominee will be deemed present at the
meeting for quorum purposes but will not be deemed to have voted on such other
matters.

SHAREHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING

Any proposal of a shareholder intended to be presented at the Company's 1999
Annual Meeting of Shareholders must be received by the Company for inclusion in
the proxy statement and form of proxy for that meeting no later than December 1,
1998.

ELECTION OF TRUSTEES
(PROPOSAL 1)

At the meeting a Board of Trustees is to be elected, each trustee to hold
office until the next annual meeting of shareholders or special meeting of
shareholders held in place thereof, and until his successor is elected and
qualified. Trustees are elected by a plurality of the votes cast. The Board of
Trustees does not contemplate that any nominee will be unable to serve as a
trustee for any reason; however, if that should

occur prior to the meeting, the proxy holders will select another nominee to
stand for election in his place and stead.

Following is a summary of the name, age and principal occupation or
employment for the past five years of each nominee for election as a trustee and
each executive officer of the Company.

NAME AGE POSITION
- ----------------------- --- -----------------------------------------------------------

Martin Barber.......... 53......... Chairman of the Board
Robert L. Stovall...... 65......... Vice Chairman of the Board
John S. Gates, Jr...... 44......... President, Chief Executive Officer and Trustee
Michael M. Mullen...... 43......... Executive Vice President and Chief Operating Officer
Executive Vice President, Secretary, Chief Financial
Paul S. Fisher......... 42......... Officer and General Counsel
Rockford O. Kottka..... 47......... Senior Vice President and Treasurer
Paul T. Ahern.......... 37......... Senior Vice President of Investments
Nicholas C. Babson..... 51......... Independent Trustee
Norman R. Bobins....... 55......... Nominee for Independent Trustee
Alan D. Feld........... 61......... Independent Trustee
John J. Kinsella....... 69......... Independent Trustee
Thomas E. Robinson..... 50......... Independent Trustee

MARTIN BARBER. Mr. Barber has been the Chairman of the Board of Trustees of
the Company since its formation in 1984. He has been involved in commercial real
estate since 1969, when he acquired a substantial interest in Arrowcroft
Investments Limited, a commercial property development group, where he served as
Managing Director until 1972, when he sold his interest. At that time, he
founded Capital and Regional Holdings Limited. In 1978, he formed Capital and
Regional Properties plc (which became publicly-traded in the London stock market
in 1986) to engage in real estate and related activities in the United Kingdom,
and has served as its Chairman since that time. In 1984, together with Mr.
Gates, he formed the Company to engage in real estate activities in the United
States, and has also served as its Chairman since that time. Since 1984, Mr.
Barber has served as a Non-Executive Director, and currently is Chairman, of
Primesight, plc, a UK-based billboard company listed on the London Stock
Exchange. In 1991, Mr. Barber was appointed a Non-Executive Director of
TransEuropean Properties (General Partner) Limited, a co-mingled real estate
fund comprised of European and U.S.-based pension funds established to invest in
European properties. In 1996, Mr. Barber was appointed Non-Executive Director of
PRICOA Property Investment Management Ltd., a British real estate fund
management company which is a wholly owned subsidiary of The Prudential
Insurance Company of America.

ROBERT L. STOVALL. Mr. Stovall has been a Trustee of the Company since
August, 1993 and was appointed Vice Chairman of the Board of Trustees in July,
1997. From August, 1993 to July, 1997, Mr. Stovall was an Executive Vice
President and the Chief Operating Officer of the Company. From 1975 until he
joined the Company, he served as President and Chief Executive Officer of FCLS
Investors Group, Inc. ("FCLS"), a Chicago-based owner and manager of
warehouse/industrial real estate which he co-founded in 1975 and the operations
of which were consolidated in 1993 with those of the Company. Mr. Stovall began
his career as a real estate salesman in 1957 for the Great Southwest Industrial
District in Arlington-Grand Prairie, Texas. He joined J.L. Williams and Co. Inc.
("Williams"), a Texas-based industrial developer, in 1961. In 1967, he opened
the Chicago branch office of Williams and became Executive Vice President of the
firm. In 1978, he formed Four Columns, Ltd. and purchased Williams' Chicago
operation and properties. In 1987, Four Columns, Ltd. was merged with Stava
Construction Company, another warehouse/industrial development company, and
FCLS/Stava Group was formed, where Mr. Stovall served as Chairman until he
joined the Company. He is a member of the Board of Directors of Greater North
Pulaski Development Corporation, a not-for-profit community development
corporation. Mr. Stovall is a 1955 honors graduate of Yale University with a
Bachelors of Arts degree in American

Studies. Mr. Stovall is a member of the National Association of Industrial and
Office Parks. Mr. Stovall is the father-in-law of Mr. Mullen.

JOHN S. GATES, JR. Mr. Gates has been the President, Chief Executive Officer
and a Trustee of the Company since its formation in 1984. From 1977 to 1981, he
was a leasing agent and an investment property acquisition specialist with CB
Commercial, a real estate brokerage and acquisition firm. In 1981, he founded
the Chicago office of Jones Lang Wooton, which advised foreign and domestic
institutions on property investment throughout the Midwest. He received his
Bachelors degree in Economics from Trinity College (Hartford). Mr. Gates is a
member of the Young Presidents Organization, Urban Land Institute, National
Realty Committee, National Association of Real Estate Investment Trusts,
National Association of Industrial and Office Parks and has served on the Board
of Directors of the Institute for Community Empowerment since 1981. Mr. Gates is
a member of the Board of Trustees of The Chicago Dock and Canal Trust.

MICHAEL M. MULLEN. Mr. Mullen has been the Executive Vice President and
Chief Operating Officer of the Company since July, 1997 and, from August, 1993
to July, 1997, was the Executive Vice President - Marketing and Acquisitions and
Chief Investment and Development Officer of the Company. He was a co-founder of
FCLS and served as its Vice President-Sales, with responsibility for leasing,
built-to-suit sales and acquisitions since 1987. Mr. Mullen graduated from
Loyola University in 1975, with a Bachelor's degree in Finance. He is the
son-in-law of Mr. Stovall.

PAUL S. FISHER. Mr. Fisher has been an Executive Vice President of the
Company since August 1993, and the Secretary, Chief Financial Officer and
General Counsel of the Company since 1991. Between 1988 and 1991, Mr. Fisher was
Vice President, Finance and Acquisitions of Miglin-Beitler, Inc., a
Chicago-based office developer. From 1986 to 1988, Mr. Fisher was Vice
President, Corporate Finance, at The First National Bank of Chicago. From 1982
through 1985, he was Vice President, Partnership Finance, at VMS Realty, a
Chicago-based real estate syndication company. Mr. Fisher graduated from the
University of Notre Dame, summa cum laude, with a Bachelor of Arts degree in
Economics and Philosophy in 1977. Mr. Fisher received his Juris Doctorate from
the University of Chicago School of Law in 1980. He serves on the board of the
Midwest Chapter of the Real Estate Investment Advisory Council.

ROCKFORD O. KOTTKA. Mr. Kottka has been the Senior Vice President and
Treasurer of the Company since 1989. From 1978 to 1989, Mr. Kottka served as the
Vice President and Controller of Globe Industries, Inc., a Chicago based
manufacturer of roofing and automotive acoustical materials. Mr. Kottka
graduated from St. Joseph's Calumet College in 1975 with a Bachelor of Science
degree in Accountancy. Mr. Kottka is a certified public accountant. He is a
member of the American Institute of Certified Public Accountants and the
Illinois CPA Society.

PAUL T. AHERN. Mr. Ahern has been Senior Vice President of Investments of
the Company since June 1984. Mr. Ahern started his career as an accountant for
Centex Homes Corporation. From June 1985 to June 1990, he was an investment
analyst, leasing agent and an investment property specialist with CB Commercial,
a real estate brokerage firm. From June 1990 to January 1993, he was an
investment property specialist for American Heritage Corporation, a real estate
investment firm. Mr. Ahern graduated from Indiana University in 1982 with a
bachelor's degree in Accounting. Mr. Ahern is a member of The Society of
Industrial and Office Realtors and the National Association of Real Estate
Investment Trusts.

NICHOLAS C. BABSON. Mr. Babson has been an independent trustee of the
Company since December 1993, when he was appointed to fill one of four vacancies
existing as a result of an increase in the number of trustees from three to
seven. Mr. Babson also serves as Chairman and Chief Executive Officer of Babson
Brothers Co., a worldwide manufacturer and distributor of dairy equipment based
in Naperville, Illinois. Mr. Babson joined Babson Brothers in 1973, following
two years service in the United States Army. Mr. Babson also serves as a member
of the Board of Directors of Bradner Central Company, a privately-owned,
national distributor of paper products, a member of the Board of Directors and
Past Chairman of the Equipment Manufacturers Institute and a member of the Board
of Trustees of the Farm

Foundation and has served as a member and Past Chairman of the National FFA
Foundation. Mr. Babson is also a member of the Board and Past President of the
Shakespeare Repertory, a Chicago-based theater company. Mr. Babson graduated
from the University of the South with a Bachelor of Arts degree in Political
Science (1968). He currently serves on the Visiting Committee of the University.

NORMAN R. BOBINS. In March, 1998, Mr. Bobins was nominated by the Board to
fill a vacancy created by an increase in the number of trustees from seven to
eight. Mr. Bobins is president and chief executive officer of LaSalle National
Bank and LaSalle National Corporation. He is also chairman of LaSalle Bank N.A.
and head of Midwest Commercial Banking for ABN AMRO North America, Inc., the
parent of LaSalle Banks. In April 1981, Mr. Bobins joined The Exchange National
Bank of Chicago (which was acquired by LaSalle National Corporation in 1990), as
a senior executive vice president and chief lending officer. Prior to 1981, Mr.
Bobins was senior vice president and held various other commercial lending
positions at American National Bank and Trust Company over fourteen years. Mr.
Bobins holds directorships with the American-Israel Chamber of Commerce &
Industry and the Anti-Defamation League of the B'nai B'rith, which honored him
with its Distinguished Service Award in 1982. In June 1995, Mayor Richard Daley
named Mr. Bobins to Chicago's School Reform Board of Trustees. Mr. Bobins also
serves as a trustee of the Public School Teachers' Pension and Retirement Fund
of Chicago and The University of Chicago Hospitals. He is chairman of the board
of directors of the Chicago Clearing House Association and a director of the
Federal Home Loan Bank of Chicago and RREEF America REIT II, Inc. and a member
of numerous other boards. Mr. Bobins graduated from the University of Wisconsin
in 1964 with a bachelor of science degree and received his M.B.A. from The
University of Chicago in 1967.

ALAN D. FELD. Mr. Feld has been an independent trustee of the Company since
December 1993, when he was appointed to fill a vacancy on the Board of Trustees.
Since 1960, Mr. Feld has been associated with the law firm of Akin, Gump,
Straus, Hauer & Feld, L.P.P. in Dallas, Texas. He currently serves as a Senior
Executive Partner of the firm and sole shareholder of a professional corporation
that is a partner of the firm. Mr. Feld graduated from Southern Methodist
University with a bachelor of arts degree in 1957. Mr. Feld received his LL.B.
degree from the Southern Methodist University in 1960. He has been a member of
the Texas State Bar since 1960 and a member of the District of Columbia Bar
since 1971. He was a member of the Board of Trustees of Brandeis University from
1986 to 1996. He serves on the Board of Trustees of Clear Channel
Communications, Inc., a New York Stock Exchange listed company, and is a Trustee
of the AMR AAdvantage Funds (Mutual Funds).

JOHN J. KINSELLA. Mr. Kinsella has been an independent trustee of the
Company since December 1993, when he was appointed to fill a vacancy on the
Board of Trustees. Since 1987, Mr. Kinsella has served as President of the
Kinsella Development Company, Inc., a real estate development company located on
the northwest side of Chicago. From 1951 until 1986, Mr. Kinsella was affiliated
with the advertising firm of Leo Burnett Company, Inc. as a member of its Board
of Directors. At the time of his retirement in 1986, Mr. Kinsella was President,
Chief Executive Officer and Chairman of its Board of Directors. Mr. Kinsella
graduated from Notre Dame University in 1950. He received his master's degree
from De Paul University in Chicago in 1952. Mr. Kinsella has served on the
business and civic boards of a variety of institutions, including the American
Advertising Association, the Field Museum and the Chicago Central Area
Association.

THOMAS E. ROBINSON. Mr. Robinson has been an independent trustee of the
Company since December 1993, when he was appointed to fill a vacancy on the
Board of Trustees. Mr. Robinson is currently a Managing Director in the
Corporate Finance Real Estate Group of Legg Mason Wood Walker, an investment
banking firm headquartered in Baltimore, Maryland, which he joined in June,
1997. Prior to joining that firm, Mr. Robinson was President and Chief Financial
Officer of Storage USA, Inc., a REIT headquartered in Columbia, Maryland,
engaged in the business of owning and operating self-storage warehouses, which
he joined in August 1994. He also serves as a trustee of Tanger Factory Outlet
Centers, Inc. Between August 1993 and August 1994, Mr. Robinson was a senior
executive of Jerry J. Moore Investments, an owner and operator of community and
neighborhood shopping centers located in

Texas. Prior to joining Jerry J. Moore Investments, Mr. Robinson served as
National Trustee of REIT Advisory Services for the national accounting firm of
Coopers & Lybrand from 1989 to 1993. From 1981 to 1989, Mr. Robinson served as
vice president and general counsel for the National Association of Real Estate
Investment Trusts. Mr. Robinson received his Bachelor's degree from Washington
and Lee University, his Master's degree in taxation from Georgetown University
Law School, and his Juris Doctorate degree from Suffolk University Law School.

BOARD OF TRUSTEES AND COMMITTEES

During fiscal year 1997, the Board of Trustees held 5 meetings. Each trustee
attended more than 75% of the aggregate of the meetings of the Board of Trustees
and the meetings held by Board committees on which he served.

The Board of Trustees of the Company has standing Asset Allocation, Audit,
Compensation and Nominating Committees.

ASSET ALLOCATION COMMITTEE. The Asset Allocation Committee is comprised of
three trustees, two of whom are independent trustees. The Asset Allocation
Committee is authorized to make investment decisions for investments under $10
million and to make recommendations to the Board of Trustees for other
investments. Messrs. Babson, Kinsella and Stovall are the members of the Asset
Allocation Committee. The Asset Allocation Committee held 4 meetings during
1997.

AUDIT COMMITTEE. The Audit Committee is comprised of two independent
trustees. The Audit Committee is authorized to make recommendations to the Board
of Trustees concerning the engagement of independent public accountants, review
with the independent public accountants the plans and results of their audits,
approve professional services provided by the independent public accountants,
consider audit and non-audit fees and review the adequacy of the Company's
internal accounting controls. Messrs. Kinsella and Robinson are the members of
the Audit Committee. The Audit Committee held 2 meetings during 1997.

COMPENSATION COMMITTEE. The Compensation Committee is comprised of three
trustees, two of whom are independent trustees. The Compensation Committee
exercises all powers of the Board of Trustees in connection with the
compensation of executive officers, including incentive compensation and benefit
plans. Messrs. Gates, Babson and Feld are the members of the Compensation
Committee. The independent trustees on the Compensation Committee, Messrs.
Babson and Feld, also serve as the Company's Stock Option Committee and, as
such, are empowered to grant stock options in accordance with the Company's
Stock Option Plan to the trustees, management and other employees of the
Company. The Compensation Committee held 3 meetings during 1997.

NOMINATING AND GOVERNANCE COMMITTEE. The Nominating and Governance
Committee is comprised of three independent trustees. The Nominating and
Governance Committee is authorized to make recommendations to the Board of
Trustees concerning nominees for election as trustees and governance procedures
of the Company. Messrs. Martin, Feld and Robinson are the members of the
Nominating and Governance Committee. The Nominating and Governance Committee did
not hold any meetings during 1997.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's trustees and executive officers, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file with the Securities and Exchange Commission (the
"SEC") and the New York Stock Exchange initial reports of ownership and reports
of changes in ownership of Common Shares and other equity securities of the
Company. Officers, trustees and greater than ten-

percent shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, the Company believes that, except as set forth below, all
Section 16(a) filing requirements applicable to its officers, trustees and
greater than ten-percent beneficial owners were complied with during the fiscal
year ended December 31, 1997.

Mr. Robert L. Stovall, a trustee of the Company, filed one Form 5, reporting
a grant of common shares under the Company's Restricted Stock Incentive Plan and
a grant of options under the Company's Stock Option Plan, and one Form 4,
reporting the exercise of options and the sale of common shares, after the date
prescribed under Section 16(a) of the Securities Exchange Act of 1934. Mr. John
Kinsella, a trustee of the Company, filed one Form 4, reporting the purchase of
common shares in three separate transactions, after the date prescribed under
Section 16(a) of the Securities Exchange Act of 1934.

RATIFICATION OF SELECTION OF ACCOUNTANTS
(PROPOSAL 2)

The Board of Trustees of the Company has selected Coopers & Lybrand as the
independent public accountants of the Company for the fiscal year ending
December 31, 1998. The appointment of auditors is approved annually by the Board
of Trustees and is subsequently submitted to the shareholders for ratification.
A representative of Coopers & Lybrand will be at the meeting to answer questions
concerning the Company's financial statements and will have an opportunity to
make a statement if he or she chooses to do so.

Unless specified to the contrary, unrevoked proxies will be voted to ratify
the selection of Coopers & Lybrand as the independent public accountants of the
Company.

APPROVAL OF FOURTH AMENDMENT TO
CENTERPOINT PROPERTIES 1993 STOCK OPTION PLAN
(PROPOSAL 3)

SUMMARY OF AMENDMENT

The Company instituted the 1993 Stock Option Plan in December, 1993 (as
previously amended, the "Plan") to provide incentives to, and retain, trustees,
executive officers and key employees. The Board of Trustees has adopted an
amendment to the Plan, attached hereto as Exhibit A (the "Fourth Amendment"),
and is recommending the Fourth Amendment to the shareholders for approval. The
Fourth Amendment to the Plan would amend the Plan to, among other things,
increase the number of Common Shares available for issuance under the Plan by
providing an "evergreen" limitation on the number of Common Shares that can be
awarded under the Plan. The Fourth Amendment essentially provides for a pool of
options available for issuance under the Plan equal to ten percent (10%) of the
Common Shares outstanding (including securities convertible into Common Shares).
In addition, the Fourth Amendment expands the group of employees eligible to
participate under the Plan to include all employees who have been employed by
the Company for at least one year; changes the limitation on option grants to
any individual in any calendar year; and provides the Board with flexibility in
determining the form of payment (e.g., cash, notes or surrender of Common Shares
already owned) required to be made upon the exercise of stock options.

The Board has adopted the Fourth Amendment for the following reasons:

- Until this year, awards under the Company's long-term incentive plan
consisted of two-thirds stock options and one-third restricted stock
grants. A recent analysis of the long-term incentive plan by an
independent compensation consulting firm engaged by the Company indicated
that stock option grants provide greater long-term performance and
retention incentives to employees than restricted stock grants. Based on
this analysis, the Board of Trustees has now decided to make stock option
grants the sole component of the long-term incentive plan. Elimination of
the restricted stock grant component of the long-term incentive plan will
require the availability of additional shares for option grants under the
Plan.

- Also based on the independent consulting firm's analysis of the long-term
incentive plan, the Board of Trustees has directed the Compensation
Committee to set higher objective performance standards linked to the
creation of material shareholder value, coupled with greater rewards if
such standards are attained. The implementation of the higher performance
standards, coupled with greater potential awards, will also require the
availability of additional shares for option grants under the Plan.

- Implementation of the Company's Tenant Satisfaction Program has increased
the Company's awareness of the substantial contribution that employees at
all levels, not just persons previously

designated executive or key employees, make to the attainment of the
Company's goals. Accordingly, the Board believes it important to provide
additional incentives in the form of stock option grants to all employees
who have been employed by the Company for at least one year. Expanded
employee participation will again require the availability of additional
shares for option grants under the Plan.

- The Company, with the assistance of its independent compensation
consulting firm, has analyzed incentive programs that comparable REITs
offer to their employees. Based on that analysis, the Company has
determined that expanding opportunities for meaningful equity
participation in the Company (including flexibility in the form of payment
upon the exercise of options) will enable the Company to maintain overall
compensation levels at or above the industry median and thereby help the
Company to remain competitive in the retention and recruitment of
qualified employees.

- The Board believes the "evergreen" limitation will replenish the available
Common Shares under the Plan without the need for further amendments to
the Plan and will ensure that an adequate number of Common Shares will be
available under the Plan at all times to accomplish the foregoing
objectives. The Board intends to continue the Company's policy of
subjecting option grants to multi-year vesting tied to continued
employment, which encourages long-term commitment to the Company.

ACCORDINGLY, THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE APPROVAL OF THE FOURTH AMENDMENT TO THE 1993 STOCK OPTION PLAN.

SUMMARY OF THE PLAN

The following summary of the material terms of the Plan, as amended by the
Fourth Amendment, is qualified in its entirety by reference to the provisions of
the Plan and the Fourth Amendment.

ADMINISTRATION. The Plan is administered by a committee ("Committee")
composed of two or more of the members of the Board of Trustees (the "Board")
who are not also officers or employees of the Company or any subsidiary of the
Company ("Independent Trustees"). The Committee members are appointed by the
Board. No person who received an award under the Plan at any time during the
previous year is eligible to be a member of the Committee (other than an
Independent Trustee who received a formula grant under the Plan).

The Committee has full authority to administer and interpret the provisions
of the Plan, including but not limited to the authority to make determinations
regarding awards under the Plan.

ELIGIBILITY TO PARTICIPATE. Every member of the Board, and every officer or
other employee of the Company or any subsidiary of the Company who has been
employed by the Company or any subsidiary for at least one year, as the
Committee in its sole discretion designates, is eligible to participate in the
Plan. The Committee may consider such factors as it deems pertinent in selecting
participants and in determining the amount of their awards, including, without
limitation: (i) the financial condition of the Company or its subsidiaries; (ii)
expected profits of the current or future years; (iii) the contributions of an
employee to the profitability and success of the Company or its subsidiaries;
and (iv) the adequacy of the employee's other compensation.

AMENDMENT AND TERMINATION. The Board may amend or terminate the Plan at any
time without obtaining approval from the Company's shareholders, except that the
Plan may not be amended without the approval of the Company's shareholders when
the amendment would (i) increase (other than pursuant to a stock split,
recapitalization or certain other changes in capitalization) the aggregate
number of shares that may be granted under the Plan; (ii) materially modify the
eligibility requirements for participation in the Plan; or (iii) materially
increase the benefits accruing to participants under the Plan.

The Plan will terminate on July 31, 2003, unless previously terminated by
the Board or dissolution of the Company.

AWARDS UNDER THE PLAN. The Committee has the authority, in its discretion,
to (i) determine the employees and trustees to whom options are granted, (ii)
determine, subject to limitations imposed by tax law, the time or times at which
Options are granted, (iii) determine whether options will be designated as
Incentive Stock Options ("Incentive Stock Options") under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or will be non-qualified
stock options ("Non-Qualified Stock Options"), (iv) determine the price at which
options may be exercised, which in the case of Incentive Stock Options will not
be less than 110% of Fair Market Value, as defined below, of Common Shares
issuable upon exercise of Incentive Stock Options granted to a shareholder
holding 10% or more of the outstanding Common Shares and 100% of the Fair Market
Value of Common Shares issuable upon the exercise of Incentive Stock Options
granted to any other person, (v) determine the form in which the exercise price
of the Options may be paid (for example, in the form of cash, promissory notes
payable to the Company, the surrender to the Company of Common Shares currently
owned by the optionee or any combination of the foregoing), (vi) determine the
exercise period of the options, not to exceed ten years (or five years with
respect to Incentive Stock options granted to stockholders holding 10% or more
of the Company's Common Shares), and (vii) determine the time or times when each
option will become exercisable and the duration of the exercise period.

Each Independent Trustee receives an option to acquire 3,000 shares at an
option price equal to the Fair Market Value at the time the option is granted
upon first being elected to the Board and upon each re-election to the Board.
Independent Trustees are not eligible to receive any other options under the
Plan.

"Fair Market Value" means the closing price of the Common Shares on the New
York Stock Exchange on date the option was granted.

SHARE AUTHORIZATION. The Plan currently limits the number of Common Shares
which may be granted under the Plan to 1,500,000 and provides that no individual
may receive more than 500,000 Common Shares in the aggregate under the Plan. As
of March 1, 1998, options to purchase 955,364 Common Shares have been granted
under the Plan.

Upon approval of the Fourth Amendment by the shareholders, the number of
Common Shares issuable under the Plan will be limited as follows: With respect
to calendar year 1998, the maximum number of Common Shares that may be issued
pursuant to options granted under the Plan will be the total of (i) ten (10%)
percent of the number of Common Shares outstanding on May 1, 1998 (rounded
downward if necessary to eliminate fractional shares) minus (ii) the number of
Common Shares under options which were granted prior to May 1, 1998 plus (iii)
the number of Common Shares with respect to which previously granted options
have expired. Thereafter, the maximum number of Common Shares that may be issued
pursuant to options granted under the Plan will be the total of (i) ten (10%)
percent of the number of Common Shares outstanding on the last day of the
preceding calendar year (rounded downward if necessary to eliminate fractional
shares) minus (ii) the number of Common Shares under options which were granted
prior to the last day of the preceding calendar year plus (iii) the number of
Common Shares with respect to which previously granted options have expired. For
purposes of calculating the number of outstanding Common Shares, all classes of
securities that are convertible presently or in the future into Common Shares
are deemed to be outstanding Common Shares equal to the number of Common Shares
into which such securities are convertible, and no subsequent reduction in the
number of outstanding Common Shares (other than as a result of a reverse stock
split or similar recapitalization) will reduce the number of Common Shares
previously made available for option grants under the Plan. In no event may the
total number of options issued as Incentive Stock Options under the Plan plus
the total number of Common Shares issued upon the exercise of Incentive Stock
Options under the Plan exceed 3,000,000. The number of Common Shares which may
be issued to any one individual under the Plan may in no event exceed 250,000 in
any calendar year.

CHANGE OF CONTROL PROVISIONS. Upon the occurrence of a change of control,
all options theretofore granted under the Plan will become exercisable.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES.

The following is a summary of the principal Federal income tax consequences
of option grants under the Plan. This summary is for general information only
and does not constitute tax advice. This summary does not describe all of the
Federal tax consequences under the Plan nor does it describe state or local tax
consequences.

INCENTIVE STOCK OPTIONS. No taxable income is realized by the optionee upon
the grant or exercise of an Incentive Stock Option. If shares issued to an
optionee pursuant to the exercise of an Incentive Stock Option are not sold or
transferred within two years from the date of grant or within one year after the
date of exercise, then (a) upon sale of such shares, any amount realized in
excess of the option price (the amount paid for the shares) will be taxed to the
optionee as long term capital gain and any loss sustained will be long-term
capital loss and (b) there will be no deduction for the Company for Federal
income tax purposes. The exercise of an Incentive Stock Option will give rise to
an item of tax preference that may result in alternative minimum tax liability
for the optionee.

If the Common Shares acquired upon the exercise of an Incentive Stock Option
are disposed of prior to the expiration of either of the holding periods
described above (a "disqualifying disposition"), generally, (a) the optionee
will realize ordinary income in the year of the disposition in an amount equal
to the excess, if any, of the fair market value of the shares at exercise (or,
if less, the amount realized on a sale of such shares) over the option price
thereof, and (b) the Company will be entitled to deduct such amount. Special
rules will apply where all or a portion of the exercise price of the Incentive
Stock Option is paid by tendering Common Shares.

If an Incentive Stock Option is exercised at a time when it no longer
qualifies for the tax treatment described above, the option is treated as a
Non-Qualified Stock Option. Generally, except in the case of death, an Incentive
Stock Option will not be eligible for the tax treatment described above if it is
exercised more than three months following termination of employment (or one
year in the case of termination of employment by reason of death or disability).

NON-QUALIFIED STOCK OPTIONS. Optionees who receive Non-Qualified Stock
Options granted under the Plan will realize no income at the time the option is
granted. Generally, (a) at exercise of the option, ordinary income is realized
by the optionee in an amount equal to the difference between the option price
and the fair market value of the shares on the date of exercise, and the Company
receives a tax deduction for the same amount, and (b) at disposition of the
shares, appreciation or depreciation after the date of exercise is treated as
either short-term or long-term capital gain or loss depending on how long the
shares have been held. Special rules apply where all or a portion of the
exercise price of the Non-Qualified Option is paid by tendering Common Shares.

PAYMENTS IN RESPECT OF A CHANGE OF CONTROL. The Plan provides for
acceleration of the exercisablity of options granted under the Plan in the event
of a change of control. Such acceleration may cause the consideration involved
to be treated in whole or in part as "parachute payments" under the Code.
Acceleration of benefits under other Company stock and benefit plans and other
contracts with employees in the event of a change of control could be subject to
being combined with Plan accelerations for "parachute payment" purposes. Any
such "parachute payments" may be non-deductible to the Company in whole or in
part, and the recipient may be subject to a 20% excise tax on all or part of
such payments, in addition to other taxes ordinarily payable.

VOTE REQUIRED

The Fourth Amendment is being submitted to the shareholders pursuant to the
requirements of the Plan. Under the Company's By-laws, the affirmative vote of
the holders of a majority of the voting power present or represented at the
annual meeting is required for approval of the Fourth Amendment.

SHARE OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth information as of March 1, 1998 with respect
to the beneficial ownership of the Common Shares of the Company by (1) each
person who is known by the Company to own beneficially more than 5% of its
Shares, (2) each trustee of the Company, (3) the Company's Chief Executive
Officer and four other executive officers and (4) the Company's trustees and
executive officers as a group.

SHARES BENEFICIALLY OWNED
-------------------------------------------
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF COMMON
BENEFICIAL OWNER OWNERSHIP(1) STOCK
- ------------------------------------------------------------------------ ---------------------- -------------------

Cohen & Steers Capital Management, Inc. ................................ 2,447,300(2) 14%
757 Third Avenue
New York, New York 10017

FMR Corp. .............................................................. 1,382,538(3) 8%
82 Devonshire Street
Boston, Massachusetts 02109

Capital and Regional Properties plc .................................... 1,008,478 5.9%
22 Grosvenor Gardens
London, England SW1W 0DH

Martin Barber .......................................................... 60,743(4) *
(Trustee and Chairman)
22 Grosvenor Gardens
London, England SW1W 0DH

John S. Gates, Jr. ..................................................... 506,386(5) 3%
(Trustee, President and Chief
Executive Officer)
401 N. Michigan Avenue
Suite 3000
Chicago, Illinois 60611

Robert L. Stovall ...................................................... 123,213 *
(Trustee and Vice Chairman)
401 North Michigan Avenue
Suite 3000
Chicago, Illinois 60611

Nicholas C. Babson ..................................................... 5,486(6) *
(Trustee)
1880 Country Farm Drive
Naperville, Illinois 60563

Alan D. Feld ........................................................... 6,486(7) *
(Trustee)
1700 Pacific Avenue
Suite 4100
Dallas, Texas 75201

John J. Kinsella ....................................................... 6,007(7) *
(Trustee)
1550 N. State Parkway
Chicago, Illinois 60610

Thomas E. Robinson ..................................................... 5,547(7) *
(Trustee)
Legg Mason Wood Walker
100 Light Street
34th Floor
Baltimore, Maryland 21202

Michael M. Mullen ...................................................... 111,715(8) *
(Executive Vice President and
Chief Operating Officer)
401 North Michigan Avenue
Suite 3000
Chicago, Illinois 60611

Paul S. Fisher ......................................................... 83,819(9) *
(Executive Vice President,
Secretary, Chief Financial Officer
and General Counsel)
401 N. Michigan Avenue
Suite 3000
Chicago, Illinois 60611

Rockford O. Kottka ..................................................... 39,847(10) *
(Senior Vice President and Treasurer)
401 N. Michigan Avenue
Suite 3000
Chicago, Illinois 60611

Paul T. Ahern .......................................................... 3,522(11) *
(Senior Vice President of Investments)
401 N. Michigan Avenue
Suite 3000
Chicago, Illinois 60611

All trustees and executive ............................................. 952,771 5.6%
officers as a group (11 persons)

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

* Less than one percent

(1) Beneficial ownership is the direct ownership of Common Stock of the Company
including the right to control the vote or investment of or acquire such
Common Stock (for example, through the exercise of stock options or pursuant
to trust agreements) within the meaning of Rule 13d-3 under the Securities
and Exchange Act of 1934. The shares owned by each person or by the group
and the shares included in the total number of shares outstanding have been
adjusted in accordance with said Rule 13d-3.

(2) As reported on a Schedule 13G filed by Cohen & Steers Capital Management,
Inc. on February 13, 1998, Cohen & Steers Capital Management, Inc. has sole
voting power with respect to 2,170,900 Common Shares and has sole
dispositive power with respect to all of the 2,447,300 Common Shares.

(3) As reported on a Schedule 13G filed by FMR Corp. on February 9, 1998, FMR
Corp. has sole voting power with respect to 270,000 Common Shares and has
sole dispositive power with respect to all of the 1,382,538 Common Shares.

(4) Includes options to purchase 58,600 Common Shares under the Company's Stock
Option Plan exercisable within 60 days. Excludes the shares owned by Capital
and Regional Properties plc, of which Mr. Barber is Chairman. Mr. Barber
disclaims beneficial ownership of such shares.

(5) Includes options to purchase 123,094 Common Shares under the Company's
Stock Option Plan exercisable within 60 days and 540 shares owned by an IRA
for the benefit of John S. Gates, Jr. Also includes 30,000 Common Shares
owned by the Gates Charitable Trust, under which Mr. Gates acts as trustee
and exercises voting power with respect to such Common Shares. Mr. Gates
disclaims beneficial ownership of 185 shares owned by an IRA for the benefit
of his wife.

(6) Includes options to purchase 3,600 Common Shares under the Company's Stock
Option Plan exercisable within 60 days.

(7) Includes options to purchase 4,200 Common Shares under the Company's Stock
Option Plan exercisable within 60 days.

(8) Includes options to purchase 62,512 Common Shares under the Company's Stock
Option Plan exercisable within 60 days and 2,000 shares owned by his wife.

(9) Includes options to purchase 62,512 Common Shares under the Company's Stock
Option Plan exercisable within 60 days.

(10) Includes options to purchase 22,410 Common Shares under the Company's Stock
Option Plan exercisable within 60 days.

(11) Includes options to purchase 3,522 Common Shares under the Company's Stock
Option Plan exercisable within 60 days.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning compensation awarded
to the Company's Chief Executive Officer and five other executive officers for
the years ended December 31, 1997, December 31, 1996 and December 31, 1995.

ANNUAL COMPENSATION
------------------------------------- LONG TERM COMPENSATION
OTHER ----------------------------
ANNUAL RESTRICTED SECURITIES ALL OTHER
NAME AND COMPEN- STOCK UNDERLYING COMPEN-
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($) SATION($)(2) AWARD(S)($)(3) OPTIONS(#) SATION($)
- ------------------------------ --------- ----------- ----------- ----------- ------------- ------------- -----------

John S. Gates, Jr., .......... 1997 $ 228,160 $ 127,485 $ -0- $ 151,421(4) 52,878 $ 4,750(19)
Chief Executive Officer 1996 213,470 95,472 -0- 71,213(5) 34,817 5,086(18)(19)
1995 205,200 4,640 -0- 146,766(6) 35,692 3,312(18)(19)

Michael M. Mullen, ........... 1997 187,500 90,650 -0- 52,511(7) 14,778 4,750(19)
Executive Vice-President and 1996 163,310 112,050 22,222 -0- 8,674 4,750(19)
Chief Operating Officer...... 1995 133,530 48,251 -0- 39,500(8) 7,878 2,310(19)

Paul S. Fisher, .............. 1997 187,500 86,275 -0- 52,511(9) 14,778 4,750(19)
Executive Vice-President, 1996 163,310 68,400 -0- 45,000(10) 8,674 4,750(19)
Secretary, Chief Financial 1995 133,530 37,509 -0- 39,500(11) 7,878 2,310(19)
Officer and General Counsel

Rockford O. Kottka, .......... 1997 120,000 51,627 -0- 21,987(12) 6,984 4,750(19)
Senior Vice-President 1996 105,270 38,000 -0- 16,875(13) 4,348 4,200(19)
and Treasurer 1995 90,136 17,016 -0- 6,893(14) 3,590 1,717(19)

Paul Ahern ................... 1997 107,500 20,250 -0- -0- 7,114 -0-
Senior Vice-President 1996 85,000 19,440 -0- -0- 2,287 -0-
of Investments 1995 67,500 6,584 -0- -0- 1,974 -0-

Robert L. Stovall ............ 1997 178,567 88,204 -0- 113,558(15) 32,448 4,750(19)
Former Executive Vice- 1996 186,623 69,160 22,222 53,438(16) 17,804 4,750(19)
President and Chief Operating 1995 179,375 3,542 -0- 110,990(17) 21,269 2,310(19)
Officer(20)

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

(1) Includes amounts deferred at the election of the named executive officer
under the Company's 401(k) Plan.

(2) Includes payments to certain executive officers to fund tax liabilities
arising from the sale of properties to the Company.

(3) Restricted shares awarded under the Company's Restricted Stock Incentive
Plan will vest eight years from the date of the grant; however, restricted
shares awarded under the plan may vest earlier as follows: (i) if total
shareholder return averaged over a consecutive sixty day trading period
commencing no earlier than two years from the date of the grant is greater
than a target established by the Compensation Committee at the time of the
respective award, all of the restricted shares awarded for such year will
vest; (ii) upon the death, disability or retirement of a participant, the
number of vested shares will be determined by dividing the number of months
which have elapsed from the date of such award by 96; or (iii) in the event
of a change of control of the Company, all of the restricted shares
previously awarded will vest. Dividends are paid on restricted shares to the
same extent as on any other Common Shares.

(4) Represents 4,807 restricted Common Shares having a market value of $168,846
based upon a closing price of $35 1/8 for the Company's Common Shares as
reported on the New York Stock Exchange on December 31, 1997.

(5) Represents 3,165 restricted Common Shares having a market value of $111,171
based upon a closing price of $35 1/8 for the Company's Common Shares as
reported on the New York Stock Exchange on December 31, 1997.

(6) Represents 7,487 restricted Common Shares having a market value of $262,981
based upon a closing price of $35 1/8 for the Company's Common Shares as
reported on the New York Stock Exchange on December 31, 1997. A total of
4,410 Common Shares, which were awarded pursuant to a separate restricted
stock grant agreement, were 100% vested as of January 1, 1995. In addition,
3,077 Common Shares vested as of February 23, 1997 as a result of
accelerated vesting upon the Company's attaining the target established by
the Compensation Committee.

(7) Represents 1,667 restricted Common Shares having a market value of $58,553
based upon a closing price of $35 1/8 for the Company's Common Shares as
reported on the New York Stock Exchange on December 31, 1997.

(8) Represents 2,000 restricted Common Shares having a market value of $70,250
based upon a closing price of $35 1/8 for the Company's Common Shares as
reported on the New York Stock Exchange on December 31, 1997. All 2,000
Common Shares vested as of February 23, 1997 as a result of accelerated
vesting upon the Company's attaining the target established by the
Compensation Committee.

(9) Represents 1,667 restricted Common Shares having a market value of $58,553
based upon a closing price of $35 1/8 for the Company's Common Shares as
reported on the New York Stock Exchange on December 31, 1997.

(10) Represents 2,000 restricted Common Shares having a market value of $70,250
based upon a closing price of $35 1/8 for the Company's Common Shares as
reported on the New York Stock Exchange on December 31, 1997.

(11) Represents 2,000 shares of restricted Common Shares having a market value
of $70,250 based upon a closing price of $35 1/8 for the Company's Common
Shares as reported on the New York Stock Exchange on December 31, 1997. All
2,000 Common Shares vested as of February 23, 1997 as a result of
accelerated vesting upon the Company's attaining the target established by
the Compensation Committee.

(12) Represents 698 restricted Common Shares having a market value of $24,517
based upon a closing price of $35 1/8 for the Company's Common Shares as
reported on the New York Stock Exchange on December 31, 1997.

(13) Represents 750 restricted Common Shares having a market value of $26,344
based upon a closing price of $35 1/8 for the Company's Common Shares as
reported on the New York Stock Exchange on December 31, 1997.

(14) Represents 349 restricted Common Shares having a market value of $12,259
based upon a closing price of $35 1/8 for the Company's Common Shares as
reported on the New York Stock Exchange on December 31, 1997. All 349 Common
Shares vested as of February 23, 1997 as a result of accelerated vesting
upon the Company's attaining the target established by the Compensation
Committee.

(15) Represents 3,605 restricted Common Shares having a market value of $126,626
based upon a closing price of $35 1/8 for the Company's Common Shares as
reported on the New York Stock Exchange on December 31, 1997.

(16) Represents 2,375 restricted Common Shares having a market value of $83,422
based upon a closing price of $35 1/8 for the Company's Common Shares as
reported on the New York Stock Exchange on December 31, 1997.

(17) Represents 5,663 restricted Common Shares having a market value of $198,913
based upon a closing price of $35 1/8 for the Company's Common Shares as
reported on the New York Stock Exchange on December 31, 1997. A total of
3,419 shares of such restricted Common Shares, which were awarded pursuant
to a separate restricted stock grant agreement, were 100% vested as of
January 1, 1995. In addition, 2,244 Common Shares vested as of February 23,
1997 as a result of accelerated vesting upon the Company's attaining the
target established by the Compensation Committee.

(18) Represents insurance premiums paid by the Company for term life insurance
on Mr. Gates' life, the proceeds of which are payable to his designated
beneficiary.

(19) Represents Company's matching contribution to 401(k) Plan.

(20) In October, 1997, Mr. Stovall retired, and Mr. Mullen was appointed by the
Board in July, 1997 to replace him.

OPTION TABLES

The following table sets forth, for the Company's Chief Executive Officer
and each of the other executive officers named in the Summary Compensation
Table, information with respect to option grants during the last fiscal year and
potential realizable values for such option grants for the term of the options.

OPTION GRANTS IN FISCAL YEAR ENDED DECEMBER 31, 1997

INDIVIDUAL GRANTS
-------------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENT OF TOTAL AT ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS GRANTED STOCK PRICE APPRECIATION
UNDERLYING TO EMPLOYEES IN EXERCISE OF FOR OPTION TERM
OPTIONS THE YEAR ENDED BASE PRICE EXPIRATION --------------------------
NAME GRANTED(#) DECEMBER 31, 1997 ($/SH) DATE 5%($) 10%($)
- ------------------------------- ----------- ----------------- ----------- ----------- ------------ ------------

John S. Gates, Jr.............. 52,878 22% $ 31.50 3/9/07 $ 1,047,513 $ 2,654,476

Michael M. Mullen.............. 14,778 6% 31.50 3/9/07 292,752 741,856

Paul S. Fisher................. 14,778 6% 31.50 3/9/07 292,752 741,856

Rockford O. Kottka............. 6,984 3% 31.50 3/9/07 138,353 350,597

Paul Ahern..................... 7,114 3% 31.50 3/9/07 140,928 357,123

Robert L. Stovall.............. 32,448(1) 13% 31.50 3/9/07 0 0

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

(1) The stock options granted to Mr. Stovall in 1997 lapsed upon his retirement
as an executive officer.

The following table sets forth, for the Company's Chief Executive Officer
and each of the other executive officers named in the Summary Compensation
Table, information with respect to option exercises during the last fiscal year
and option values at the end of the last fiscal year.

AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED DECEMBER 31, 1997
OPTION VALUES AT DECEMBER 31, 1997

NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED IN-
UNEXERCISED THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR FISCAL YEAR
END(2)(#) END(4)($)
--------------- ---------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED(1)($) UNEXERCISABLE(3) UNEXERCISABLE(3)
- ----------------------------------------------- --------------- ------------- --------------- ---------------

John S. Gates, Jr.............................. None None 98,416 $ 1,613,331
122,691 1,224,629

Michael M. Mullen.............................. None None 56,246 937,838
39,284 431,709

Paul S. Fisher................................. None None 56,246 937,838
39,284 431,709

Rockford O. Kottka............................. None None 19,426 322,321
21,176 247,333

Paul Ahern..................................... None None 1,247 18,113
10,128 67,392

Robert L. Stovall.............................. 116,113 $ 1,719,269 -0- -0-
-0- -0-

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

(1) Based on the difference between an exercise price of $18.25, $19.50 or
$22.50 per share, as the case may be, and the closing price of the Common
Shares as reported on the New York Stock Exchange on the date of exercise
(November 3, 1997) which was $33 15/16.

(2) All options are for Common Shares.

(3) The first number appearing in the column refers to exercisable options, and
the second number refers to unexercisable options. Options granted under the
1993 Stock Option Plan as amended become exercisable at the rate of 20% per
year and are fully exercisable five years after the date of the grant. Upon
a change of control, all unvested options become exercisable.

(4) Based on the difference between an exercise price of $18.25, $19.50, $22.50
or $31.50 per share, as the case may be, and the closing price of the Common
Shares on December 31, 1997 of $35 1/8 per share as reported on the New York
Stock Exchange.

COMPENSATION OF TRUSTEES

The Company currently pays its trustees who are not employees of the Company
an annual fee of $20,000 ($33,333 for Mr. Barber as Chairman of the Board) plus
a fee of $1,000 for attendance at each meeting of the Board of Trustees.
Trustees who are employees of the Company are not paid any trustees' fees. In
addition, the Company will reimburse the trustees for travel expenses incurred
in connection with their activities on behalf of the Company. Under the 1995
Director Stock Plan, each trustee was awarded 339 Common Shares on May 15, 1997,
except Martin Barber who was awarded 565 Common Shares on May 15, 1997.

Trustees are eligible for the grant of options under the Company's Stock
Option Plan. As of December 31, 1997, trustees of the Company who are not
employees of the Company were granted the following options to purchase Common
Shares:

NUMBER OF OPTIONS EXERCISE PRICE EXPIRATION DATE
NAME GRANTED (#) ($) (1)
- ------------------------------------------------------ ------------------- ----------------- -----------------

Martin Barber ........................................ 51,000 $ 18.25 12/10/2003
20,000 19.88 3/11/2004
3,000 19.875 5/23/2005
3,000 24.875 5/14/2006
3,000 29.625 5/15/2007

Nicholas C. Babson ................................... 3,000 18.25 12/10/2003
3,000 19.875 5/23/2005
3,000 24.875 5/14/2006
3,000 29.625 5/15/2007

Alan D. Feld ......................................... 3,000 18.25 12/10/2003
3,000 19.875 5/23/2005
3,000 24.875 5/14/2006
3,000 29.625 5/15/2007

John J. Kinsella ..................................... 3,000 18.25 12/10/2003
3,000 19.875 5/23/2005
3,000 24.875 5/14/2006
3,000 29.625 5/15/2007

Thomas E. Robinson ................................... 3,000 18.251 12/10/2003
3,000 9.875 5/23/2005
3,000 24.875 5/14/2006
3,000 29.625 5/15/2007

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

(1) Options become exercisable at the rate of 20% per year and are fully
exercisable five years after the date of the grant. Upon a change of
control, all unvested options become exercisable.

EMPLOYMENT CONTRACTS

The Company's executive officers have entered into employment agreements
with the Company. Such agreements had an original term of five years (expiring
December 10, 1998), subject to earlier termination, with or without cause, by
the Company's Board of Trustees, subject, in the case of termination without
cause, to a severance payment equal to base salary for a specified number of
months. No severance payments are required upon early termination. The
agreements with the executive officers: (i) require that substantially all of
their time and effort be for the benefit of the Company (all such executive
officers are employed exclusively by the Company), (ii) set forth their annual
compensation level and (iii) provide for their participation in a discretionary
cash bonus plan. The agreements provide for annual base salaries which are
subject to review and increase by the Board of Trustees. Effective July 1, 1997,
the Board of

Trustees set the following base salaries: Mr. Gates-- $240,000; Mr. Mullen--
$200,000; Mr. Fisher-- $200,000; Mr. Kottka-- $130,000; and Mr. Ahern-- $150,000
(effective January 1, 1998).

In July, 1996, the Company entered into an Employment Separation Agreement
with Robert L. Stovall, then Executive Vice President, Chief Operating Officer
and a Trustee, under which (i) Mr. Stovall retired from the office of Executive
Vice President and Chief Operating Officer effective July 31, 1997, (ii) the
Company agreed to continue to nominate Mr. Stovall to serve on the Board of
Trustees through the year 2000 and, if he continues to be re-elected, to appoint
him as Vice Chairman of the Board of Trustees, for which he will be compensated
at the annual rate of $25,000 through the year 2000, (iii) the Company formed an
Asset Allocation Committee and the Board appointed Mr. Stovall as Chairman of
the Asset Allocation Committee, (iv) in the event the shareholders of the
Company do not re-elect Mr. Stovall to the Board through the year 2000, the
Company agreed to retain Mr. Stovall as a consultant at the annual rate of
$25,000 per year through the year 2000, (v) the Company accelerated, at Mr.
Stovall's retirement, the vesting of certain stock options granted to Mr.
Stovall under the 1993 Stock Option Plan and (vi) in consideration of the
foregoing, Mr. Stovall agreed not to compete with the Company through the year
2000 for which he will be paid at the annual rate of $100,000 from October 31,
1997 until December 31, 2000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Company's Compensation Committee during fiscal year 1997
included Nicholas C. Babson, Alan D. Feld and John S. Gates, Jr. Mr. Gates is
employed by the Company as its President and Chief Executive Officer.

During fiscal 1997, no executive officer of the Company served on the board
of trustees or compensation committee (or other board committee performing
equivalent functions) of any other entity any of whose executive officers served
as a trustee of the Company or member of the Company's Compensation Committee.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

MISSION OF THE COMPENSATION COMMITTEE

The Board of Trustees has delegated to the Compensation Committee strategic
and administrative responsibility for the Company's management compensation
strategy and incentive compensation plan(s). The Committee's basic
responsibility is to assure that the Chief Executive Officer, other officers and
key management of the Company are compensated fairly and effectively in a manner
consistent with the Company's stated compensation strategy, competitive
practice, applicable regulatory requirements and performance results.

PAY-FOR-PERFORMANCE PLAN

In July 1994, based on the report of an independent consultant, Towers
Perrin Foster, and the recommendations of the Compensation Committee, the
Company's Board of Trustees approved a pay-for-performance compensation plan
(the "Plan"). The Plan is designed to provide competitive compensation levels
within the Company's industry and incentive pay that varies based on corporate,
departmental or profit center and individual performance. To achieve this
objective, the Plan contemplates that the Company generally will maintain base
salary levels for its employees at or about the median compensation level for
persons holding similar positions within the industry, based on information
drawn from compensation surveys and compensation consultants, but that employees
will have an opportunity to receive a total compensation package significantly
greater than the median based upon their contribution to the Company's
attainment of its growth objectives. For certain senior management employees,
the Plan contemplates that base salary levels will generally be somewhat below
the median, to further emphasize pay for performance through incentives. The
Plan includes three elements: a salary management system, an annual incentive
plan and a long term incentive plan.

In October, 1997, the Board of Trustees engaged FPL Associates ("FPL"), an
affiliate of Ferguson Partners and a leading independent compensation consulting
firm in the real estate industry, to provide recommendations regarding
modifications to the Plan. The Board of Trustees adopted certain the
recommendations of FPL to modify the long-term incentive plan, as set forth
below.

SALARY MANAGEMENT SYSTEM. Under the Plan, the Company has established a
salary structure by individual position within a range of plus or minus 25% of
the median marketplace rate for that position. Annual salary rates for specific
individuals will vary within the range for such position based on such
individual's experience and qualifications. The Board of Trustees, based on the
recommendations of the Compensation Committee, establishes a budget for
aggregate merit increases each year based on marketplace practices, the
Company's ability to pay and the attainment of the Company's overall objectives.
Individual merit increases generally are expected to range from 0% to 10% of
salary, and merit increases in the aggregate generally are not expected to
exceed 5%. Annual merit increases are based on individual performance levels
gauged by performance appraisals conducted every six months.

Salary adjustments are made as of July 1 each year, effective for the
following 12 months. The average increase in executive salaries effective as of
July 1, 1997 was approximately 19.3%, including certain increases attributable
to promotions. Based on the compensation review performed by FPL, executive
salaries, after giving effect to these adjustments, remain slightly below the
industry median (91%).

ANNUAL INCENTIVE PLAN. The annual incentive plan is performance-driven,
provides cash awards based on the success of the Company in any fiscal year and
provides motivation to accomplish objectives that are critical to the Company's
success. No awards will be made for any fiscal year unless the Company achieves
a threshold level of funds from operations ("FFO") for that year. The Company
will annually establish threshold, target and maximum award opportunities for
each position, based on satisfaction of certain criteria. The target award
opportunities will generally be established consistent with median rates for
comparable positions. Cash awards are declared and paid following completion of
the Company's annual audit in the first quarter of each year, based on
performance during the prior year.

The criteria and the relative weights assigned to the criteria vary
depending on an employee's position. For the Company's Chief Executive Officer,
(i) a 60% weighting factor is assigned to the Company's overall corporate
performance determined by reference to FFO per share, variance of the Company's
operating performance from budget, as determined by the Company's independent
auditors, and the overall results of a tenant satisfaction survey conducted by
CEL & Associates, a leading surveyor of tenant satisfaction for the real estate
industry, under the supervision of the Compensation Committee, and (ii) a 40%
weighting factor is assigned to a non-formula assessment of individual
performance as gauged by performance appraisal results. For executive officers
with departmental functions, (i) a 50% weighting factor is assigned to the
Company's overall corporate performance determined by reference to the same
measures as described above, (ii) a 30% weighting factor is assigned to
qualitative departmental performance, and (iii) a 20% weighting factor is
assigned to a non-formula assessment of individual performance as gauged by
performance appraisal results. For executive employees in charge of property
management for particular regions, (i) a 40% weighting factor is assigned to
overall corporate performance based on the same measures as described above,
(ii) a 40% weighting factor is assigned to regional performance, determined by
comparison of regional portfolio operating income to budget, regional days
outstanding in accounts receivable and the results of a regional tenant
satisfaction survey, and (iii) a 20% weighting factor is assigned to a
non-formula assessment of individual performance as gauged by performance
appraisal results. For each class of executive employee, points will be assigned
based on achievement of performance standards within each performance category,
and points will be used to determine eligibility for threshold, target or
maximum awards.

In March 1997, the Compensation Committee assigned each executive officer a
cash incentive award opportunity for 1997, expressed as a percentage of salary,
based on the attainment of threshold, target and maximum performance levels.
Depending on position, the low range was between 35% and 50% of salary,

while the high range was between 70% and 100% of salary. In March 1998, the
Compensation Committee determined that the performance of the executive officers
entitled them to cash incentive awards ranging from approximately 48.2% to 62.5%
of salary.

LONG TERM INCENTIVE PLAN. Previously, the long-term incentive plan
consisted of two-thirds stock options under a stock option plan adopted by the
Company and approved by the Shareholders in 1993 (the "Stock Option Plan") and
one-third restricted stock grants under a Restricted Stock Incentive Plan
adopted by the Company and approved by the shareholders in 1995. The analysis of
the Company's long-term incentive plan by FPL determined that option grants
provide greater long-term performance and retention incentives to employees than
restricted stock grants. Based on that analysis, the Board of Trustees decided
in March 1998 to make stock option grants the sole component of the long-term
incentive plan. Also based upon the FPL analysis of the long-term incentive
plan, the Board of Trustees directed the Compensation Committee to set higher
performance standards which will be more difficult to achieve, coupled with
greater rewards if such standards are attained. The foregoing decisions, coupled
with a determination by the Board to enlarge the class of employees eligible for
stock options to all employees with more than one year of service, has resulted
in a need for more options to be available for grant under the Stock Option
Plan. The Board, therefore, has unanimously adopted the Fourth Amendment to the
Stock Option Plan which, when approved by the shareholders, will, among other
things, increase the number of options available for grant under the Stock
Option Plan.

The new performance standards adopted by the Compensation Committee for the
award of stock options replace the previous relatively subjective standards with
objective standards, applicable to all employees participating in the Stock
Option Plan, tied to material increases in shareholder value. Under the new
standards, employee performance will be measured based upon rate of return goals
established by the Company's independent trustees, with a 40% weighting factor
assigned to total shareholder return and a 60% weighting factor assigned to FFO
per share growth. For each of these factors, the Compensation Committee will
annually establish threshold, target and maximum award opportunities for each
employment position.

Like cash awards, stock options are awarded in the first quarter of each
year following completion of the annual audit, based on performance during the
prior year. The Board, therefore, decided to make implementation of the new
performance standards retroactive to 1997 and in March, 1998, made stock option
awards based upon attainment of the standards in 1997. Based on its evaluation
of employees' attainment of these standards in 1997, the Compensation Committee
awarded stock options under the Stock Option Plan for a total of 298,760 shares.
No awards were made under the Restrictive Stock Plan in March, 1998.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

During 1997, the Company's Chief Executive Officer was paid a salary at the
rate of $216,320 per annum for the first six months and at the rate of $240,000
per annum for the last six months pursuant to an employment contract entered
into in connection with the Company's initial public offering. The Compensation
Committee did not participate in the setting of Mr. Gates' initial salary under
the employment contract, but has approved subsequent annual increases, including
a 10.9% increase effective July 1, 1997. As part of its engagement in October,
1997, FPL conducted a survey of the salaries paid by the Company to executive
employees. Mr. Gates' current salary is approximately 91% of the median for the
Company's industry reported in the survey, which is within the Company's salary
objectives.

In March 1997, the Compensation Committee assigned to Mr. Gates an incentive
award opportunity for 1997, expressed as a percentage of salary, based on
corporate and individual performance meeting or exceeding threshold, target or
maximum levels. As indicated above, a 60% weighting factor was assigned to
corporate performance determined by reference to FFO per share, variance of the
Company's operating performance from budget, as determined by the Compnay's
independent trustees, and the overall results

of an independent tenant satisfaction survey conducted under the supervision of
the Compensation Committee. A 40% weighting factor was assigned to individual
performance, based on success in designing and implementing internal processes,
systems and organizational development initiatives designed to maintain the
highest levels of tenant satisfaction and the internal capacity and controls
necessary to sustain continuing high levels of growth. On the basis of points
awarded in each of these categories, the Compensation Committee in March, 1998
awarded Mr. Gates a cash bonus of $150,000, or 63% of salary.

Also in March, 1998, the Compensation Committee, applying the new
performance standards for long-term incentives as though they had been in effect
for 1997, approved an award of 81,480 stock options, representing an award
slightly below the target level for shareholder return and award slightly above
the target level for growth in FFO per share.

Nicholas C. Babson, Chairman
Alan D. Feld
John S. Gates, Jr.

PERFORMANCE GRAPH

The following graph compares the percentage change in cumulative total
return on the Company's Common Stock for the period December 31, 1993 through
December 31, 1997 with the percentage change in (a) the Standard & Poor's 500
index ("S&P") for the same period and (b) the Total Return Index for Equity
REITs published by The National Association of Real Estate Investment Trusts
("NAREIT") for the same period. (The NAREIT index for Equity REITs, which is
published monthly, is an index of approximately 176 REITs which includes REITs
with 75% or more of their gross invested book value of assets invested directly
or indirectly in the ownership of real property.) Cumulative total return
includes reinvestment of dividends. The historical information set forth below
is not necessarily indicative of future performance.

CENTERPOINT PROPERTIES TRUST

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

VALUE OF $100 INVESTMENT

CenterPoint Properties S&P 500 Index NAREIT Equity Total Return Index
12/31/93 $100.00 $100.00 $100.00
12/31/94 $112.83 $101.31 $103.17
12/31/95 $144.37 $139.23 $118.92
12/31/96 $221.17 $171.19 $160.86
12/31/97 $250.05 $228.31 $193.45

DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1993 1994 1995 1996 1997
------------ ------------ ------------ ------------ ------------

CenterPoint Properties Trust............ $ 100.00 $ 112.83 $ 144.37 $ 221.17 $ 250.05
S&P 500 Index........................... 100.00 101.31 139.23 171.19 228.31
NAREIT Equity Total Return Index........ 100.00 103.17 118.92 160.86 193.45

CERTAIN TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT AND OTHERS

In June, 1996, the Company, through a partnership of which the Company is
the general partner, exercised options to acquire three properties from entities
in which Robert L. Stovall, a trustee of the Company, and Michael M. Mullen, an
executive officer of the Company, have an interest. The aggregate purchase price
for the properties was approximately $24.6 million, and the transactions
satisfied the Company's investment criteria and were approved by the Company's
independent trustees. In order to mitigate tax liabilities, Messrs. Stovall and
Mullen continue to own a minority interest in the partnership owning two of the
purchased properties.

Since the initial public offering in December, 1993, the Company has also
been managing the three properties described in the preceding paragraph and two
additional properties owned by entities in which certain executive officers of
the Company have an interest and which are not deemed suitable for acquisition
by the Company. For its management services, the Company has been receiving an
aggregate management fee equal to approximately 3% of gross rents from the three
option properties, and approximately 2% and 1%, respectively, of gross rents
from the two other properties.

In connection with the formation transactions of the Company prior to the
initial public offering in December, 1993, the Company entered into tax
reimbursement agreements with certain executive officers, Robert L. Stovall and
Michael M. Mullen, under which the Company agreed to reimburse such officers for
certain tax liabilities incurred in connection with the formation transactions.
To settle claimed tax liabilities under such reimbursement agreements and to
reimburse Messrs. Stovall and Mullen for tax liabilities related to the
Company's acquisition of certain properties owned by entities in which such
officers have an interest in transactions which are described above, the Company
agreed in July, 1996 to issue non-interest bearing promissory notes, each in the
amount of $100,000 and payable over eighteen months, to each of Messrs. Stovall
and Mullen in exchange for the release of any and all claims related such tax
reimbursement agreements and all other matters related in any manner to the
formation transactions and the recent property acquisitions.

In December 1997, the Company purchased a 95,220 square foot fully leased
building, located in Des Plaines, Illinois, from Sherwin Limited Partnership, in
which Michael Mullen, Chief Operating Officer of the Company, and Robert L.
Stovall, a trustee of the Company, were limited partners, for approximately $4.7
million. The transaction satisfied the Company's investment criteria and was
approved by the Company's independent trustees.

OTHER MATTERS

The Board of Trustees knows of no matters which will be presented for
consideration at the meeting other than the matters referred to in this
statement. Should any other matters properly come before the meeting, it is the
intention of the persons named in the accompanying proxy to vote such proxy in
accordance with their best judgment.

The Company will bear the cost of this solicitation of proxies. In addition
to solicitation of proxies by mail, the Company may reimburse brokers and other
nominees for the expense of forwarding proxy materials to the beneficial owners
of stock held in their names. Trustees, officers and employees of the Company
may also solicit proxies on behalf of the Board of Trustees but will not receive
any additional compensation therefor.

The Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1997 is being furnished to shareholders simultaneously with this
Proxy Statement.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, ALL SHAREHOLDERS
ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING FORM OF PROXY IN
THE ENCLOSED ENVELOPE.

By order of the Board of Trustees,

Paul S. Fisher
SECRETARY

EXHIBIT A

FOURTH AMENDMENT
CENTERPOINT PROPERTIES TRUST
1993 STOCK OPTION PLAN

The CenterPoint Properties 1993 Stock Option Plan (as amended, the "Plan") is
hereby amended as follows.

ARTICLE 1

Section 3.2 of the Plan is hereby amended in its entirety to henceforth read as
follows:

"3.2 Powers. The Committee shall have the authority, in its
discretion, to: (i) determine the Employees to whom Options shall
be granted; (ii) determine the time or times at which Options
shall be granted; (iii) determine the Option Price, which price
shall not be less than the Minimum Option Price; (iv) determine
whether Options shall be Incentive Stock Options or Nonqualified
Options; (v) determine the form in which the Option Price may be
paid (e.g., in the form of cash, promissory notes payable to the
Company, the surrender to the Company of Common Shares currently
owned by the Employee or any combination of the foregoing); (vi)
determine the Option Period (provided that no Option Period may be
longer than the Maximum Option Period); (vii) determine (subject
to Article 7) the time or times when each Option shall become
exercisable and the duration of the exercise period; and (viii)
interpret provisions of the Plan. All decisions made by the
Committee regarding the Plan are final and conclusive."

Section 4.1 of the Plan is hereby amended in its entirety to henceforth read as
follows:

"4.1 Limitation. With respect to calendar year 1998, the maximum
number of Common Shares that may be issued pursuant to Options
granted under the Plan will be the total of (i) ten (10%) percent
of the number of Common Shares outstanding on May 1, 1998 (rounded
downward if necessary to eliminate fractional shares) minus (ii)
the number of Common Shares under Options which were granted prior
to May 1, 1998 plus (iii) the number of Common Shares with respect
to which previously granted Options have expired. Thereafter, the
maximum number of Common Shares that may be issued pursuant to
Options granted under the Plan will be the total of (i) ten (10%)
percent of the number of Common Shares outstanding on the last day
of the preceding calendar year (rounded downward if necessary to
eliminate fractional shares) minus (ii) the number of Common
Shares under Options which were granted prior to the last day of
the preceding calendar year plus (iii) the number of Common Shares
with respect to which previously granted Options have expired. For
purposes of calculating the number of outstanding Common Shares,
all classes of securities that are convertible presently or in the
future into Common Shares are deemed to be outstanding Common
Shares equal to the number of Common Shares into which such
securities are convertible, and no subsequent reduction in the
number of outstanding Common Shares (other than as a result of a
reverse stock split or similar recapitalization) will reduce the
number of Common Shares previously made available for option
grants under the Plan. In no event may the total number of Options
issued as Incentive Stock Options under the Plan plus the total
number of Common Shares issued upon the exercise of Incentive
Stock Options under the Plan exceed 3,000,000. No more than
250,000 Common Shares may be granted to any one individual in any
calendar year. The maximum aggregate number of shares that may be
issued under this Plan shall be subject to adjustment as provided
in Section 8.1."

ARTICLE 2

The first sentence of Section 5.1 of the Plan is hereby amended to henceforth
read as follows:

"Every member of Board, and every officer of the Company or any
Subsidiary or other employee of the Company or any Subsidiary who
has been employed by the Company or any Subsidiary for at least
one year, as the Committee in its sole discretion designates, is
eligible to participate in the Plan."

ARTICLE 3

This amendment is effective as of the date adopted by the Board, subject to
approval by the shareholders of CenterPoint Properties Trust.

P R O X Y

CENTERPOINT PROPERTIES TRUST
401 N. Michigan Avenue
Chicago, Illinois 60611
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF
CENTERPOINT PROPERTIES TRUST FOR THE
ANNUAL MEETING OF SHAREHOLDERS ON MAY 15, 1998.

The undersigned hereby appoints Martin Barber, John S. Gates, Jr. and Paul S.
Fisher, or any of them, jointly and severally, as Proxies each with the power to
appoint his substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse side, all of the Company's Common Shares held in the
undersigned's name and shares held by the agent in the Plan, hereafter
described, subject to the voting direction of the undersigned at the Annual
Meeting of Shareholders to be held at the Lower Level Conference Center, 401 N.
Michigan Avenue, Chicago, Illinois on Friday, May 15, 1998, or any adjournment
thereof and, in the Proxies' discretion, to vote upon such other business as may
properly come before the meeting, all as more fully set forth in the Proxy
Statement related to such meeting, receipt of which is hereby acknowledged.

Comments/Change of Address:

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

ALL COMMON SHARES TO BE VOTED HEREBY BY THE UNDERSIGNED INCLUDE SHARES, IF ANY,
HELD IN THE NAME OF THE AGENT, FOR THE BENEFIT OF THE UNDERSIGNED, IN THE
COMPANY'S DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN.

PLEASE SEE REVERSE SIDE

/X/ PLEASE MARK YOUR 6231
VOTES AS IN THIS
EXAMPLE.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, IT WILL BE VOTED FOR THE ELECTION OF THE TRUSTEE
NOMINEES, FOR THE APPOINTMENT OF INDEPENDENT AUDITORS AND FOR THE APPROVAL OF
THE FOURTH AMENDMENT TO THE 1993 STOCK OPTION PLAN.

FOR WITHHELD Trustee Nominees:

A. Election of / / / / Nicholas C. Babson John J. Kinsella
Trustees Martin Barber Thomas E. Robinson
Norman R. Bobins Robert L. Stovall
Alan D. Feld
John S. Gates, Jr.

(INSTRUCTION: To withhold authority to vote for any individual
nominees, strike a line through that nominee's name.)

FOR AGAINST ABSTAIN

B. Appointment of Coopers & Lybrand as Auditors / / / / / /

C. Approval of the Fourth Amendment to the
1993 Stock Option Plan / / / / / /

SIGNATURE(S) ______________________________________________ DATE _____________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.

The signer hereby revokes all proxies heretofore given by the signer to vote at
said meeting or any adjournments thereof.