exv10w6



 





EXHIBIT 10.6




ARCHSTONE-SMITH TRUST




INDEMNIFICATION AGREEMENT




     AGREEMENT, made and entered into as of                    , 200  , between
Archstone-Smith Trust, a Maryland real estate investment trust (the “Trust”),
and                     (“Indemnitee”).



WHEREAS, the Trust is a Maryland real estate investment trust; and




     WHEREAS, at the request of the Trust, Indemnitee currently serves as a
trustee or officer of the Trust or one of its subsidiaries and may, therefore,
be subjected to claims, suits or proceedings arising as a result of the
Indemnitee’s service; and



     WHEREAS, as an inducement to Indemnitee to continue to serve as such
trustee or officer, the Trust has agreed to indemnify Indemnitee against
expenses and costs incurred by Indemnitee in connection with any such claims,
suits or proceedings, to the fullest extent that is lawful; and



     WHEREAS, the parties by this Agreement desire to set forth their agreement
regarding indemnification and hereby superceding any previous indemnification
agreement between the Indemnitee and the Trust;



     NOW, THEREFORE, the parties agree as follows:



     1. Acts or Omissions Covered by This Agreement. This Agreement shall
cover any act or omission by an Indemnitee after the date of the Indemnitee’s
commencement of service as an officer or trustee, regardless of whether said
act or omission occurred prior to the date of this Agreement, which (i) occurs
or is alleged to have occurred by reason of the Indemnitee’s being or having
been a trustee or officer, (ii) occurs or is alleged to have occurred, during
or after the time when the Indemnitee served as a trustee or officer and (iii)
gives rise to, or is the direct or indirect subject of a claim in any
threatened, pending or completed action, suit or proceeding at any time or
times whether during or after the Indemnitee’s service as trustee or officer.



     2. Indemnity.



     (a) The Trust hereby agrees to indemnify, and keep indemnified in
accordance with, and to the fullest lawful extent permitted by Maryland Law and
by the Trust’s Declaration of Trust and by-laws on the date of execution
hereof, and regardless of any subsequently enacted by-law or amendment to the
Declaration of Trust to the contrary, Indemnitee, from and against any and all
expenses (including attorney’s fees), judgments, fines, taxes, penalties and
amounts paid in settlement actually and reasonably incurred by Indemnitee in
connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is or was a trustee or officer of the Trust or is or
was serving at the request of the Trust as a director, trustee, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise and whether or not such action is by or in the right of the
Trust or that other corporation, partnership, joint venture, trust or other
enterprise with respect to which the Indemnitee serves or has served. For



 









 







purposes of this Agreement, references to “other enterprises” shall
include, without limitation, employee benefit plans; references to “fines”
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to “serving at the request of the Trust” shall
include any service as a trustee, director, officer, employee or agent of any
other partnership, trust or corporation which imposes duties on, or involves
services by, the Indemnitee which are requested in writing by the Board of
Trustees, or which involve services by, such trustee, director, officer,
employee, or agent with respect to an employee benefit plan, its participants,
or beneficiaries.



     (b) Despite anything to the contrary in subsection (a), the Trust agrees
to indemnify Indemnitee in a suit or proceeding initiated by the Indemnitee
only if the Indemnitee acted with the authorization of the Trust in initiating
that suit or proceeding. However, an arbitration proceeding brought under
Section 11 shall not be subject to this subsection (b).



     3. Notice by Indemnitee; Determination of Entitlement to Indemnification.



     (a) An indemnification under this Agreement shall be made upon
Indemnitee’s written request to the Board of Trustees, setting forth the
grounds and lawfulness of such indemnification and such documentation
reasonably necessary to determine whether and to what extent the Indemnitee is
entitled to indemnification. Indemnitee shall notify the Trust in writing of
any matter with respect to which Indemnitee intends to seek indemnification
hereunder as soon as reasonably practicable following the receipt by Indemnitee
of written threat thereof, provided, however, that failure to so notify the
Trust shall not constitute a waiver by Indemnitee of Indemnitee’s rights
hereunder.



     (b) Upon such written request pursuant to Section 3(a), a determination
with respect to the Indemnitee’s entitlement thereto shall be made in the
specific case: (i) if a Change in Control (as defined in Section 3(e)) shall
have occurred, by Independent Counsel (as defined in Section 3(f)) in a written
opinion to the Board of Trustees, a copy of which shall be delivered to the
Indemnitee (unless the Indemnitee shall request that such determination be made
by the Board of Trustees, in which case such determination shall be made by the
person or persons or in the manner provided in clauses (ii) or (iii) of this
Section 3(b)); (ii) if a Change in Control shall not have occurred, (A) by the
Board of Trustees by a majority vote of a quorum consisting of Disinterested
Trustees (as defined in Section 3(g)), or (B) if a quorum of the Board of
Trustees consisting of Disinterested Trustees is not obtainable, or, even if
obtainable, if such quorum of Disinterested Trustees so directs, by Independent
Counsel in a written opinion to the Board of Trustees, a copy of which shall be
delivered to the Indemnitee; or (iii) as provided in Section 4(b) of this
Agreement.



     (c) The Indemnitee shall cooperate with the person or entity making such
determination with respect to the Indemnitee’s entitlement to indemnification,
including providing upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and
which is reasonably available to the Indemnitee and reasonably necessary to
such determination. Any costs or expenses (including attorneys’ fees and
disbursements) incurred by the Indemnitee in so cooperating shall be borne by
the Trust (irrespective of the determination as to the Indemnitee’s entitlement
to



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indemnification) and the Trust hereby indemnifies and agrees to hold the
Indemnitee’s harmless therefrom.



     (d) In the event the determination of entitlement to indemnification is to
be made by Independent Counsel pursuant to Section 3(b) hereof, the Independent
Counsel shall be selected as provided in this Section 3(d). If a Change in
Control shall not have occurred, the Independent Counsel shall be selected by
the Board of Trustees, and the Trust shall give written notice to the
Indemnitee advising such Indemnitee of the identity of the Independent Counsel
so selected. If a Change in Control shall have occurred, the Independent
Counsel shall be selected by the Indemnitee (unless the Indemnitee shall
request that such selection be made by the Board of Trustees, in which event
the preceding sentence shall apply), and the Indemnitee shall give written
notice to the Trust advising it of the identity of the Independent Counsel so
selected. In either event, the Indemnitee, or the Trust, as the case may be,
may, within seven (7) days after such written notice of selection shall have
been given, deliver to the Trust or to the Indemnitee, as the case may be, a
written objection to such selection. Such objection may be asserted only on
the grounds that the Independent Counsel so selected does not meet the
requirements of “Independent Counsel” (as defined in Section 3(f)). If such
written objection is made, the Independent Counsel so selected may not serve as
Independent Counsel until the Indemnitee and the Trust reach agreement or until
the matter is submitted to arbitration in accordance with Section 11 hereof and
it is determined that such objection is without merit. If, within twenty (20)
days after submission by the Indemnitee of a written request for
indemnification pursuant to Section 3(a) hereof, no Independent Counsel shall
have been selected or, if selected, shall have been objected to, either the
Trust or the Indemnitee may submit the dispute to arbitration in accordance
with Section 11 for resolution of any objection which shall have been made by
the Trust or the Indemnitee to the other’s selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the
arbitrators or by such other person as the arbitrators shall designate, and the
person with respect to whom an objection is so resolved or the person so
appointed shall act as Independent Counsel under Section 3(b) hereof. The
Trust shall pay all reasonable fees and expenses of Independent Counsel
incurred in connection with acting pursuant to Section 3(b) hereof, and all
reasonable fees and expenses incident to the selection of such Independent
Counsel pursuant to this Section 3(d).



     (e) “Change in Control” means the occurrence of any of the following
events:




	 	(i)	 	the shareholders of the Trust approve a definitive agreement
to merge the Trust or the Archstone-Smith Operating Trust (the
“Operating Trust”) into or consolidate the Trust or the Operating
Trust with another entity, sell or otherwise dispose of all or
substantially all of the assets of the Operating Trust, or adopt a
plan of liquidation; provided that if the merger, consolidation,
sale of assets or liquidation is not consummated for any reason,
then no Change in Control shall be deemed to have occurred; and
provided further, that if the merger, consolidation, sale of assets
or liquidation is consummated, then a Change in Control shall be
deemed to have occurred as of the date of the shareholder approval
of such transaction. A Change in Control shall not be deemed to
have occurred, however, by reason of a transaction (or a
substantially concurrent or otherwise related series of
transactions) (a “Transaction”) upon the completion of which 75% or
more of the beneficial ownership of the voting power of the Trust,
the surviving entity or




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	 	 	 	entity directly or indirectly controlling the Trust or the
surviving entity, as the case may be, is held by the same persons
(although not necessarily in the same proportion) as held the
“beneficial ownership” (as defined in Rule 13(d)(3) under the
Exchange Act) of the voting power of the Trust immediately prior to
the Transaction (except that upon the completion thereof, employees
or employee benefit plans of Trust may be a new holder of such
beneficial ownership); provided, however, that in the event that
the shareholders of Trust immediately prior to the consummation of
a Transaction beneficially own (not giving effect to any shares
beneficially owned by such persons in any party to the Transaction
other than Trust) less than 75% of the voting power of the Trust,
the surviving entity or entity directly or indirectly controlling
the Trust or the surviving corporation, as the case may be,
immediately after the consummation of the Transaction, then a
Change in Control shall be deemed to have occurred. A transaction
with an “Affiliate” of the Trust (as defined in the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) shall not be
treated as a Change in Control; or






	 	(ii)	 	the beneficial ownership of securities representing 25% or
more of the combined voting power of the Trust is acquired, other
than from the Trust, by any “person” as defined in Sections 13(d)
and 14(d) of the Exchange Act (other than by any trustee or other
fiduciary holding securities under an employee benefit plan or other
similar stock plan of the Trust); or






	 	(iii)	 	at any time during any period of two consecutive years,
individuals who at the beginning of such period were members of the
Board of Trustees of the Trust cease for any reason to constitute at
least a majority thereof (unless the election, or the nomination for
election by the Trust’s shareholders, of each new Trustee was
approved by a vote of at least two-thirds of the trustees still in
office at the time of such election or nomination who were trustees
at the beginning of such period).





     (f) “Independent Counsel” means a law firm, or a member of a law firm,
that is experienced in matters of corporation law and neither presently is, or
in the past three (3) years has been, retained to represent (i) the Trust or
the Indemnitee in any matter material to either such party, or (ii) any other
party to the proceeding giving rise to a claim for indemnification hereunder.



     (g) “Disinterested Trustee” means a trustee of the Trust who is not and
was not a party to the proceeding in respect of which indemnification is sought
by the Indemnitee.



     4. Presumptions.



     (a) Indemnitee shall be presumed to be entitled to indemnification for any
act or omission covered in Section 1 or 2 of this Agreement. The burden of
proof of establishing that Indemnitee is not entitled to indemnification
because of the failure to fulfill some requirement of Maryland law, the Trust’s
Declaration of Trust or by-laws as in effect on the date of execution hereof,
or this Agreement shall be on the Trust.



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     (b) If the person or entity making the determination whether the
Indemnitee is entitled to indemnification shall not have made a determination
within sixty (60) days after receipt by the Trust of the request therefor, the
requisite determination of entitlement to indemnification shall be deemed to
have been made and the Indemnitee shall be entitled to such indemnification,
absent: (i) a misstatement by the Indemnitee of a material fact, or an
omission of a material fact necessary to make the Indemnitee’s statement not
materially misleading, in connection with the request for indemnification, or
(ii) a prohibition of such indemnification under applicable law. Such sixty
(60)-day period may be extended for a reasonable time, not to exceed an
additional thirty (30) days, if the person or entity making said determination
in good faith requires additional time for the obtaining or evaluating
documentation and/or information relating thereto. The foregoing provisions of
this Section 4(b) shall not apply if the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 3(b)
of this Agreement.



     (c) The termination of any proceeding or of any claim, issue or matter
therein by judgment, order, settlement or conviction, or upon a plea of nolo
contedere or its equivalent, shall not (except as otherwise expressly provided
in this Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which such Indemnitee reasonably believed to be in or not
opposed to the best interests of the Trust and its shareholders, or, with
respect to any criminal action or proceeding, that Indemnitee had reasonable
cause to believe that such Indemnitee’s conduct was unlawful.



     (d) Indemnitee’s conduct with respect to an employee benefit plan for a
purpose that Indemnitee reasonably believed to be in the interests of the
participants in and beneficiaries of the plan shall be deemed to be conduct
that Indemnitee reasonably believed to be in or not opposed to the best
interests of the Trust and its shareholders.



     (e) For purposes of any determination hereunder, Indemnitee shall be
deemed to have acted in good faith and in a manner that Indemnitee reasonably
believed to be in or not opposed to the best interests of the Trust and its
shareholders, or, with respect to any criminal action or proceeding, to have
had no reasonable cause to believe such conduct was unlawful, if such action
was based on (i) the records or books of account of the Trust or another
person, including financial statements, (ii) information supplied to the
Indemnitee by the officers of the Trust or another person in the course of
their duties, (iii) the advice of legal counsel for the Trust or another
person, or (iv) information or records given or reports made to the Trust or
another person by an independent certified public accountant or by an appraiser
or other expert selected with reasonable care by the Trust or another person.



     5. Advancement of Expenses. In the event of any action, suit or
proceeding against Indemnitee which may give rise to a right of indemnification
from the Trust pursuant to this Agreement, following written request to the
Trust by the Indemnitee, the Trust shall promptly advance to Indemnitee amounts
to cover expenses incurred by Indemnitee in defending the action, suit or
proceeding whether prior to or after final disposition of such action, suit or
proceeding upon receipt of (i) an undertaking by or on behalf of the Indemnitee
to repay the amount advanced in the event that it shall be ultimately
determined in accordance with Section 3 of this Agreement that such Indemnitee
is not entitled to indemnification by the Trust, and (ii)



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satisfactory evidence as to the amount of such expenses. Indemnitee’s
written certification together with a copy of the statement paid or to be paid
by Indemnitee shall constitute satisfactory evidence unless determined to the
contrary in an arbitration proceeding conducted pursuant to Section 11 of this
Agreement. Such advances are deemed to be an obligation of the Trust to the
Indemnitee hereunder, and shall in no event be deemed a personal loan.



     6. Witness Expenses. Notwithstanding any other provision of this
Agreement, to the extent that the Indemnitee is, by reason of such Indemnitee’s
status as a trustee or officer of the Trust or by reason of such Indemnitee
serving in such capacity at the request of the Trust for any other enterprise,
a witness for any reason in any proceeding to which such Indemnitee is not a
party, such Indemnitee shall be indemnified against all expenses actually and
reasonably incurred by or on behalf of such Indemnitee in connection therewith.



     7. Partial Indemnification. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Trust for some or a portion of the
expenses of Indemnitee in connection with the investigation, defense,
settlement or appeal of any proceeding specified in Section 2, but not,
however, for the total amount thereof, the Trust shall nevertheless indemnify
Indemnitee for the portion thereof to which Indemnitee is entitled. The party
or parties making the determination in accordance with Section 3 hereof shall
determine the portion (if less than all) of such expenses for which Indemnitee
is entitled to indemnification under this Agreement.



     8. Non-Exclusivity of Right of Indemnification. The indemnification
rights granted to Indemnitee under this Agreement shall not be deemed exclusive
of, or in limitation of, any rights to which Indemnitee may be entitled under
Maryland law, the Trust’s Declaration of Trust or by-laws, any other agreement,
vote of stockholders or trustees or otherwise.



     9. Selection of Counsel. In the event the Company shall be obligated
under Section 2 hereof to pay the expenses of any proceeding against
Indemnitee, the Trust shall be entitled to assume the defense of such
proceeding, with counsel approved by Indemnitee (who shall not unreasonably
withhold such approval), upon the delivery to Indemnitee of written notice of
its election so to do. After delivery of such notice, approval of such counsel
by Indemnitee and the retention of such counsel by the Trust, the Trust will
not be liable to Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same proceeding,
provided that, (i) Indemnitee shall have the right to employ Indemnitee’s
counsel in any such proceeding at Indemnitee’s expense, and (ii) the reasonable
fees and expenses of Indemnitee’s counsel shall be at the expense of the Trust
if (A) the employment of counsel by Indemnitee has been previously authorized
in writing by the Trust, (B) Indemnitee shall have reasonably concluded that
there may be a conflict of interest between the Trust and Indemnitee in the
conduct of any such defense and shall have notified the Trust in writing
thereof, (C) Indemnitee shall have reasonably concluded that there may be a
conflict of interest between Indemnitee and other indemnitees of the Trust
being represented by counsel retained by the Trust in the same proceeding and
shall have notified the Trust in writing thereof, or (D) the Trust shall not,
in fact, have employed counsel to assume the defense of such proceeding within
a reasonable time frame.



     10. Termination of Agreement and Survival of Right of Indemnification.



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     (a) Subject to subparagraph (b) of this section, this Agreement shall
terminate when the Indemnitee’s term of office as an officer or trustee, as
applicable, ends.



     (b) The rights granted to Indemnitee hereunder shall continue after
termination as provided in Section 1 and shall inure to the benefit of
Indemnitee, and such Indemnitee’s personal representative, heirs, executors,
administrators and beneficiaries, and this Agreement shall be binding upon the
Trust, its successors and assigns.



     11. Arbitration of All Disputes Concerning Entitlement. Any controversy
or claim arising out of or relating to the Indemnitee’s entitlement to
indemnification under this Agreement shall be settled by arbitration in the
State of Colorado.



     (a) “Arbitrator” means any natural person who is a resident of the United
States and who is not an employee of the Trust or its affiliates or of any
affiliate of the Indemnitee.



     (b) Appointment of Arbitrators. In the selection and appointment of
Arbitrators, the parties shall act in good faith to name Arbitrators with
experience and expertise in the subject matter involved. The demand for
arbitration shall be in writing, shall be served on the other party to this
Agreement in the manner prescribed for the giving of notices and shall set
forth a short statement of the factual basis for claiming that indemnification
is or is not merited, and identify the name and address of the Arbitrator
chosen by the party making such demand. Within 45 days after receipt of the
demand, the other party shall appoint an Arbitrator and give written notice of
such appointment to the party that has demanded arbitration and shall specify
the name and address of such Arbitrator. If such party shall fail to appoint
an Arbitrator and notify the other party within such 45-day period, the party
making the demand shall have the right to apply to the Chief Judge of the
United States District Court for the District of Colorado for an appointment of
an Arbitrator. The two Arbitrators appointed or selected as set forth in this
Section shall appoint a third Arbitrator as soon as practicable or, if they do
not do so within 45 days after notice is given to the parties of the
appointment of the second Arbitrator, either party may apply to the Chief Judge
of the United States District Court for the District of Colorado for an
appointment of a third Arbitrator.



     (c) Procedure. After the appointment of the third Arbitrator, the
Arbitrators shall hold a conference with the parties as soon as practicable to
define and narrow the issues and claims to be arbitrated, to define and limit
discovery and to identify the form of evidence to be presented. Any
arbitration shall be conducted by the Arbitrators under the guidance of the
Federal Rules of Civil Procedure and the Federal Rules of Evidence, but the
Arbitrators shall not be required to comply strictly with such rules in
conducting any such arbitration. The Arbitrators shall conduct such
evidentiary or other hearings as they deem necessary or appropriate and
thereafter shall make their determination as soon as practicable. A full and
complete record and transcript of the arbitration proceeding shall be
maintained. The judgment of the Arbitrators shall be accompanied by detailed
written findings of fact and conclusions of law of the Arbitrators. All
arbitration proceedings shall take place in the metropolitan Denver, Colorado
area. Either party to the arbitration may seek to have the award rendered by
the Arbitrators entered in the United States District Court for the District of
Colorado.



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     (d) Discovery. In any arbitration proceeding, each party shall have
reasonable access, except to the extent such access is prohibited by the law of
Colorado, to the relevant books and records of the other party and the other
party’s affiliates prior to the submission of evidentiary materials by the
parties, and the power to call any employee, agent or officer of the other
party for testimony at any evidentiary hearing held by the Arbitrators, unless
the Arbitrators for good reason order otherwise. Any discovery by the parties
to the arbitration shall be performed within a discovery period to be defined
and limited by the Arbitrators, which shall not exceed 90 days.



     (e) Award. The Arbitrators shall render their decision and award upon the
concurrence of at least two Arbitrators. Such decision and award shall be in
writing and counterpart copies thereof shall be delivered to each of the
parties. In rendering such decision and award, the Arbitrators shall not add
to, subtract from or otherwise modify the provisions of this Agreement or any
agreement entered into pursuant to this Agreement.



     (f) Limitation of Other Proceedings. Neither the Company nor the
Indemnitee shall file any suit or otherwise commence any legal action or
proceeding in a court asserting a claim that may be submitted to arbitration
pursuant to this Agreement. Upon the entry of an order by a court dismissing
or staying any such action or proceeding pending arbitration pursuant to this
Agreement, the party that filed such action or proceeding shall promptly pay to
the other party the reasonable attorneys’ fees and reasonable costs and
expenses incurred in that court proceeding by such other party prior to the
entry of such order.



     (g) Indemnitee’s Expenses. If it is necessary or desirable for the
Indemnitee to retain legal counsel or incur other costs and expenses
(including, without limitation, travel costs and expenses) in connection with
enforcement of Indemnitee’s rights under this Agreement, the Trust shall pay
Indemnitee’s reasonable attorneys’ fees and reasonable costs and expenses in
connection with enforcement of Indemnitee’s rights (including the enforcement
of any arbitration award in court), regardless of the final outcome, unless the
Arbitrators determine that under the circumstances recovery by the Indemnitee
of all or a part of any such fees and costs and expenses would be unjust.



     12. Establishment of Trust. In the event of a Change in Control, the
Trust shall, upon written request by the Indemnitee, create a trust for the
benefit of the Indemnitee (the “Indemnitee Trust”) and from time-to-time upon
written request by the Indemnitee, shall fund such Indemnitee Trust in an
amount sufficient to satisfy any and all expenses, judgments, penalties, fines
and settlement amounts actually and reasonably incurred by or on behalf of such
Indemnitee or claimed, reasonably anticipated or proposed to be paid in
accordance with the terms of this Agreement. The amount to be deposited in the
Indemnitee Trust pursuant to the foregoing funding obligation shall be
determined by Independent Counsel. The terms of the Indemnitee Trust shall
provide that upon a Change in Control: (i) the Indemnitee Trust shall not be
revoked or the principal thereof invaded, without the prior written consent of
the Indemnitee, (ii) the trustee of the Indemnitee Trust (the “Indemnitee Trust
Trustee”) shall advance, within two business days of a request by the
Indemnitee and in accordance with Section 5 of this Agreement, any and all
expenses to the Indemnitee, (iii) the Indemnitee Trust shall continue to be
funded by the Trust in accordance with the funding obligation set forth above,
(iv) the Indemnitee Trust Trustee shall promptly pay to the Indemnitee all
amounts for which the Indemnitee shall be entitled to indemnification pursuant
to this Agreement or otherwise, and (v)



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all unexpended funds in such Indemnitee Trust shall revert to the Trust
upon a final determination by Independent Counsel that the Indemnitee has been
fully indemnified under the terms of this Agreement. The Indemnitee Trust
Trustee shall be chosen by the Indemnitee and agreed to by the Trust, which
agreement shall not be unreasonably withheld or delayed. Nothing in this
Section shall relieve the Trust of any of its obligations under this Agreement.



     13. Governing Law.



     (a) Except as provided for in subparagraph (b) of this section, this
Agreement shall be governed by the laws of the State of Maryland.



     (b) Any arbitration under this Agreement shall be governed by the laws of
the State of Colorado.



     14. Subrogation and Insurance Recovery. In the event of any payment under
this Agreement, the Trust shall be subrogated to the extent of such payment to
all of the rights of recovery of the Indemnitee, who shall execute all papers
required and take all actions necessary to secure such rights, including
execution of such documents as are necessary to enable the Trust to bring suit
to enforce such rights. The Trust shall not be liable under this Agreement to
make any payment of amounts otherwise indemnifiable hereunder if and to the
extent that the Indemnitee has otherwise actually received such payment under
any insurance policy paid for by the Trust, or pursuant to any other contract
or agreement.



     15. Trust bound by Agreement. The Trust shall be precluded from asserting
in any arbitration commenced in accordance with this Agreement or any other
proceeding, judicial or otherwise, that the procedures and presumptions of this
Agreement are not valid, binding and enforceable and shall stipulate in any
such court that the Trust is bound by all the provisions of this Agreement.



     16. Headings. The headings of the Sections of this Agreement are inserted
for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.



     17. Modification and Waiver. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.



     18. Notices. All notices, requests, demands, and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
(i) delivered by hand and receipted for by the party to whom said notice or
other communication shall have been directed, (ii) sent by overnight courier,
or (iii) mailed by certified or registered mail with postage prepaid, on the
third business day after the date on which it is so mailed, if so delivered or
mailed, as the case may be, to the following address:



     If to the Indemnitee, to the address set forth in the records of the
Trust.



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	 	If to the Trust to:
	 	9200 E. Panorama Circle
	

	 	 	 	Suite 400
	

	 	 	 	Englewood, Colorado 80112
	

	 	 	 	Attention: General Counsel






or to such other address as may have been furnished to the Indemnitee by the
Trust or to the Trust by the Indemnitee, as the case may be.




     19. Severability. If any provision of this Agreement is determined to be
invalid or unenforceable, the invalidity or unenforceability shall not affect
the validity or enforceability of any other provision of this Agreement, and
this Agreement shall be interpreted as though the invalid or unenforceable
provision was not a part of this Agreement.



     20. Identical Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. Only
one such counterpart signed by the party against whom enforcement is sought
needs to be produced to evidence the existence of this Agreement.



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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above stated.



	 	 	 	 	 	 	 
	 	 	ARCHSTONE-SMITH TRUST	 	 
	 
	 	 	 	 	 	 
	

	 	By	 	 	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Caroline Brower

General Counsel and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	INDEMNITEE	 	 
	 
	 	 	 	 	 	 
	 	 	
 
	 	 	[Name]
	 	 	[Title]








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