09192003 8K Exhibit 10.1




Exhibit 10.1






SERIES F CUMULATIVE REDEEMABLE

PREFERRED STOCK PURCHASE AGREEMENT



DATED AS OF SEPTEMBER 18, 2003



among



ESSEX PROPERTY TRUST, INC.



and



THE PURCHASER SIGNATORY HERETO


















	
ARTICLE I
	
SALE OF THE SHARES
	
1






	
Section 1.1
	
Authorization of Issuance and Sale and Delivery of the
Shares.
	
1

	
Section 1.2
	
The Closing of the Sale of the Shares.
	
1







	
ARTICLE II
	
THE CLOSING
	
2







	
Section 2.1
	
Deliveries at the Closing.
	
2

	
Section 2.2
	
Restrictive Legend.
	
2

	
Section 2.3
	
Articles Supplementary
	
3







	
ARTICLE III
	
Conditions to the Obligations of THE
Purchaser
	
3







	
Section 3.1
	
Representations and Warranties.
	
3

	
Section 3.2
	
Absence of Litigation.
	
4







	
ARTICLE IV
	
Conditions to Obligation of the Company
	
4







	
Section 4.1
	
Representations and Warranties.
	
4

	
Section 4.2
	
Absence of Litigation.
	
4







	
ARTICLE V
	
Representations and Warranties of the Company
	
4







	
Section 5.1
	
Organization; Good Standing; Qualification and
Power.
	
5

	
Section 5.2
	
Brokers or Finders.
	
5

	
Section 5.3
	
Authorization; Enforceability; Corporate and Other
Proceedings.
	
5

	
Section 5.4
	
Non Contravention.
	
5

	
Section 5.5
	
Capitalization of the Company.
	
6

	
Section 5.6
	
SEC Reports.
	
6

	
Section 5.7
	
Financial Statements.
	
7

	
Section 5.8
	
No Consent or Approval Required.
	
7

	
Section 5.9
	
Registration and Listing
	
7







	
ARTICLE VI
	
Representations and Warranties of the
Purchaser
	
8







	
Section 6.1
	
Brokers or Finders.
	
8

	
Section 6.2
	
Authorization.
	
8

	
Section 6.3
	
No Consent or Approval Required.
	
8

	
Section 6.4
	
Ownership Limitation
	
8

	
Section 6.5
	
Purchaser's Access to Information
	
8







	
ARTICLE VII
	
TERMINATION
	
9







	
Section 7.1
	
Termination Events.
	
9

	
Section 7.2
	
Effect of Termination.
	
9







	
ARTICLE VIII
	
Indemnification
	
10







	
Section 8.1
	
Indemnification Generally.
	
10

	
Section 8.2
	
Indemnification Procedures For Third Party Claims.
	
10

	
Section 8.3
	
Survival of Representations and Warranties
	
11







	
ARTICLE IX
	
Miscellaneous
	
11







	
Section 9.1
	
Expenses and Taxes.
	
11

	
Section 9.2
	
Further Assurances.
	
11

	
Section 9.3
	
Public Announcement.
	
11

	
Section 9.4
	
No Third Party Beneficiaries.
	
12

	
Section 9.5
	
Entire Agreement.
	
12

	
Section 9.6
	
Successors and Assigns.
	
12

	
Section 9.7
	
Counterparts.
	
12

	
Section 9.8
	
Notices.
	
12

	
Section 9.9
	
Governing Law.
	
14

	
Section 9.10
	
Amendments and Waivers.
	
14

	
Section 9.11
	
Incorporation of Schedules and Exhibits.
	
14

	
Section 9.12
	
Construction.
	
14

	
Section 9.13
	
Interpretation.
	
14

	
Section 9.14
	
Severability.
	
15

	
Section 9.15 
	
Waiver of Jury Trial.
	
15






	
Annexes and Exhibits
	
 
	
 






	
Annex I Certain Definitions 
	
Certain Definitions

	
Exhibit A
	
List of Purchasers

	
Exhibit B
	
Articles Supplementary






















SERIES F CUMULATIVE REDEEMABLE PREFERRED STOCK PURCHASE AGREEMENT
(this "Agreement"), dated as of September 18, 2003, among Essex
Property Trust, Inc., a Maryland corporation (the "Company"),
and the Person signatory hereto and listed on Exhibit A (the
"Purchaser").

RECITALS

WHEREAS, the Company desires to sell to the Purchaser, and the
Purchaser desires to purchase from the Company, 1,000,000 shares (the
"Shares") of Series F Cumulative Redeemable Preferred Stock,
par value $0.0001 per share, of the Company (the "Preferred
Stock");

NOW, THEREFORE, in consideration of the mutual promises herein made,
and in consideration of the representations, warranties, and covenants herein
contained, the Company and the Purchaser agree as follows:

All capitalized terms used and not otherwise defined in this Agreement shall
have the definitions set forth on Annex I hereto.


ARTICLE I



SALE OF THE SHARES

Section 1.1 Authorization of Issuance and Sale and Delivery of
the Shares.

Subject to the terms and conditions hereof, the Purchaser agrees, to
purchase at the Closing (as defined below), and the Company agrees to sell and
issue to the Purchaser at the Closing, the number of Shares set forth on
Exhibit A hereto at a price of $24.664 per Share (the "Purchase Price").
The Shares are being issued and sold pursuant to a registration statement on
Form S-3, File No. 333-108336, which registration statement has been declared
effective by the Securities and Exchange Commission.  The Company is
delivering herewith prior to the Closing a prospectus supplement dated
September 18, 2003 on Form 424(b)(5), which includes the prospectus dated
September 8, 2003 (together, the "Prospectus"), regarding the sale of the
Shares.  The Company is delivering the Prospectus to the Purchaser and any of
its nominee(s) or designee(s) as to which shares are to be registered and
delivered at the Closing.  The Purchaser on behalf of itself and such
nominee(s) and designee(s) acknowledges and accepts the Company's delivery of
the Prospectus by executing this Agreement.


Section 1.2 The Closing of the Sale of the Shares.

(1) The closing (the "Closing") shall take place at the
offices of Morrison & Foerster LLP located at 755 Page Mill Road, Palo Alto,
California, at 10:00 a.m., New York time, on September 23, 2003 (the "Closing
Date"), which date shall be three business days following the date hereof, or
at such other time and date as may be agreed upon between the Purchaser and
the Company.  At the Closing, on the terms and subject to the conditions
contained herein, the Company shall issue and deliver the number of Shares set
forth on Exhibit A hereto against receipt by the Company of the Purchaser's
aggregate Purchase Price set forth on Exhibit A by wire transfer of
immediately available funds to an account designated by the Company prior to
the Closing in writing.  The Shares will be registered and delivered to the
Purchaser or the Purchaser's nominee(s) or designee(s) identified to the
Company prior to Closing through the book entry facilities of The Depository
Trust Company ("DTC").

(2) The Company has engaged CS Securities, Inc. as placement
agent (the "Placement Agent") in connection with the offer and sale of the
Shares.  As compensation for the Placement Agent's services, the Company
simultaneously with the payment for and delivery of the Shares will pay the
Placement Agent a cash fee.  In no event shall the Purchaser be liable for the
payment of all or any portion of such fee.


ARTICLE II



THE CLOSING

Section 2.1 Deliveries at the Closing.

(1) At the Closing, the Company shall cause the Shares to be
registered and delivered to the Purchaser and/or the Purchaser's nominee(s) or
designee(s) identified to the Company prior to the Closing through the book
entry facilities of the DTC.

(2) At the Closing, the Purchaser shall deliver to the Company
the aggregate Purchase Price for the Shares being purchased by the Purchaser
pursuant to this Agreement.

Section 2.2 Restrictive Legend.

Each certificate representing the Shares shall be stamped or otherwise
imprinted with a legend substantially in the following form (in addition to
any legend required by applicable state securities Laws):


THE SHARES OF SERIES F CUMULATIVE REDEEMABLE PREFERRED STOCK
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER
FOR THE PURPOSE OF MAINTENANCE OF THE CORPORATION'S STATUS AS A REAL
ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").  NO PERSON MAY (1) BENEFICIALLY OWN OR
CONSTRUCTIVELY OWN SHARES OF EQUITY STOCK IN EXCESS OF 6.0% (OR SUCH
GREATER PERCENTAGE AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE
CORPORATION) OF THE VALUE OF THE OUTSTANDING SHARES OF EQUITY STOCK OF
THE CORPORATION UNLESS SUCH PERSON IS A QUALIFIED TRUST (IN WHICH CASE
SUCH PERCENTAGE IS 9.9%) OR AN EXISTING HOLDER (IN WHICH CASE THE
EXISTING HOLDER LIMIT SHALL BE APPLICABLE), (2) BENEFICIALLY OWN SHARES
OF EQUITY STOCK THAT WOULD RESULT IN BENEFICIAL OWNERSHIP OF EQUITY
STOCK BY FEWER THAN 100 PERSONS, OR (3) BENEFICIALLY OWN EQUITY STOCK
THAT WOULD RESULT IN THE CORPORATION BEING "CLOSELY HELD" UNDER
SECTION 856(H) OF THE CODE.  ANY PERSON WHO ATTEMPTS TO BENEFICIALLY OWN
OR CONSTRUCTIVELY OWN SHARES OF EQUITY STOCK IN VIOLATION OF THE ABOVE
LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION.  ALL CAPITALIZED
TERMS IN THIS LEGEND HAVE MEANINGS DEFINED IN THE CORPORATION'S CHARTER,
AS THE SAME MAY BE FURTHER AMENDED FROM TIME TO TIME, A COPY OF WHICH,
INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO
EACH STOCKHOLDER WHO SO REQUESTS.  IF THE RESTRICTIONS ON TRANSFER ARE
VIOLATED, THE SHARES OF EQUITY STOCK REPRESENTED HEREBY WILL BE
AUTOMATICALLY EXCHANGED FOR SHARES OF EXCESS STOCK WHICH WILL BE HELD IN
TRUST BY THE TRUSTEE OF A TRUST FOR THE EXCLUSIVE BENEFIT OF THE
CHARITABLE BENEFICIARY DESIGNATED BY THE BOARD OF DIRECTORS.  THE
FOREGOING SUMMARY OF THE RESTRICTIONS ON TRANSFER OF SHARES OF PREFERRED
STOCK IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE CORPORATION'S
CHARTER.



Section 2.3 Articles Supplementary.  

The Company shall file the Articles Supplementary, attached as Exhibit B
hereto, with the State Department of Assessment and Taxation of Maryland (the
"SDAT") on or prior to the Closing Date and shall deliver to the Purchaser
a copy thereof certified as filed by the SDAT.

ARTICLE III



CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER

The obligation of the Purchaser to consummate the transactions to be
performed by it in connection with the Closing is, subject to the satisfaction
of each of the following conditions as of the Closing Date, unless otherwise
waived in writing by the Purchaser:

Section 3.1 Representations and Warranties.

The representations and warranties of the Company set forth in Article V
hereof shall be true, correct and complete in all material respects on and as
of the Closing Date (other than those that are qualified by a reference to
materiality, which representations and warranties as so qualified shall be
true, correct and complete in all respects).

Section 3.2 Absence of Litigation.

There shall not be (a) any Order of any nature issued by a Governmental
Entity with competent jurisdiction directing that the transactions provided
for herein or any material aspect of them not be consummated as herein
provided or (b) any Proceeding pending wherein an Order would prevent the
performance of this Agreement or the consummation of any material aspect of
the transactions or events contemplated by this Agreement, declare unlawful
any aspect of the transactions or events contemplated hereby, cause any
material aspect of the transactions contemplated by this Agreement to be
rescinded or be reasonably likely to have a Material Adverse Effect on the
Company.

ARTICLE IV



CONDITIONS TO OBLIGATION OF THE COMPANY

The obligation of the Company to consummate the transactions to be
performed by it in connection with the Closing is subject to satisfaction of
each of the following conditions as of the Closing Date, unless otherwise
waived in writing by the Company:

Section 4.1 Representations and Warranties.

The representations and warranties of the Purchaser set forth in Article
VI hereof shall be true, correct and complete in all material respects on and
as of the Closing Date (other than  those that are qualified by a reference to
materiality, which representations and warranties as so qualified shall be
true, correct and complete in all respects).

Section 4.2 Absence of Litigation.

As of the Closing Date, there shall not be (a) any Order of any nature
issued by a Governmental Entity with competent jurisdiction directing that the
transactions provided for herein or any material aspect of them not be
consummated as herein provided or (b) any Proceeding pending wherein an Order
would prevent the performance of this Agreement or the consummation of any
material aspect of the transactions contemplated hereby, declare unlawful any
material aspect of the transactions or events contemplated by this Agreement,
or cause any material aspect of any transaction contemplated by this Agreement
to be rescinded or have a Material Adverse Effect on the Purchaser's ability
to consummate the transactions hereby.

ARTICLE V



REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As a material inducement to the Purchaser to enter into and perform its
obligations under this Agreement, the Company hereby represents and warrants
to the Purchaser as follows:

Section 5.1 Organization; Good Standing; Qualification and Power.


The Company is duly organized, validly existing and in good standing
under the Laws of its jurisdiction of incorporation, has all requisite power
(corporate or otherwise) to carry on its business as presently being conducted
and is qualified to do business and in good standing in every jurisdiction in
which the failure so to qualify or be in good standing could reasonably be
expected to have a Material Adverse Effect on the Company.

Section 5.2 Brokers or Finders.

Except for CS Securities, Inc., the Company has not retained any
investment banker, broker or finder in connection with the sale of the Shares.
 The Company shall be solely liable for the payment of the fees of CS
Securities, Inc. in connection with the sale of the Shares pursuant to this
Agreement.

Section 5.3 Authorization; Enforceability; Corporate and Other Proceedings.


(1) The Company has all requisite power and authority (corporate
or otherwise) to execute and deliver this Agreement to which it is a party and
to perform its obligations under this Agreement.  This Agreement has been duly
authorized by all necessary corporate action on the part of the Company, and
the Agreement has been duly executed and delivered by the Company, and
constitutes the valid and legally binding obligation of the Company,
enforceable in accordance with its terms and conditions.

(2) The authorization, issuance, sale and delivery of the Shares
have been duly authorized by all requisite action of the Company's board of
directors and, if required by applicable law or the rules of the New York
Stock Exchange, the Company's stockholders.  The Shares being issued as of the
Closing Date, if and when issued, will be validly issued and outstanding,
fully paid and nonassessable, with no personal Liability attaching to the
ownership thereof, and free and clear of any Liens whatsoever and with no
restrictions on the voting rights thereof, if any.

(3) All corporate and other proceedings required to be taken by
the Company and their respective stockholders in connection with the
transactions contemplated hereby to be consummated at or prior to the Closing
have been taken.

Section 5.4 Non Contravention.

The execution, delivery and performance by the Company of the Agreement
, the consummation of the transactions contemplated thereby and compliance
with the provisions thereof, including the issuance, sale and delivery of the
Shares have not, do not and shall not, (a) violate any Law to which the
Company is subject, (b) violate any provision of the Fundamental Documents of
the Company, (c) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify or cancel, or require any notice under any
material contract to which the Company is a party or (d) result in the
imposition of any Lien upon any of the Assets of the Company.

Section 5.5 Capitalization of the Company.

(1) Immediately after the consummation of the Closing, the
authorized capital stock of the Company shall consist of: Six Hundred Fifty
Five Million Six Hundred Eighty Two Thousand One Hundred Seventy-Eight
(655,682,178) shares of common stock, $0.0001 par value per share, of which,
as of September 11, 2003, Twenty-One Million Nine Hundred Forty-Seven Thousand
Forty-Two (21,947,042) shares were issued and outstanding;  Two Million
(2,000,000) shares of 7.875% Series B preferred stock, $0.0001 par value per
share, of which no shares will be issued and outstanding; Five Hundred
Thousand (500,000) shares of 9.125% Series C preferred stock, $0.0001 par
value per share, of which no shares will be issued and outstanding; Two
Million (2,000,000) shares of 9.30% Series D preferred stock, $0.0001 par
value per share, of which no shares will be issued and outstanding; Two
Million Two Hundred Thousand (2,200,000) shares of 9.25% Series E preferred
stock, $0.0001 par value per share, of which no shares will be issued and
outstanding; Three Hundred Thirty Million (330,000,000) shares of Excess
Stock, $0.0001 par value per share, of which no shares will be issued and
outstanding; Six Million Six Hundred Seventeen Thousand Eight Hundred Twenty-
Two (6,617,822) shares of Series A Junior Participating Preferred Stock, of
which no shares are issued and outstanding; and One Million (1,000,000) shares
of 7.8125% of Series F preferred stock, $0.0001 par value of per share, of
which One Million (1,000,000) shares will be issued and outstanding.

(2) Except as set forth in the Company's SEC Reports; (i) and
except for up to 1,000,000 options to purchase Company capital stock granted
to employees and directors of the Company pursuant to existing stock option
plans and for the rights created pursuant to this Agreement, there are no
outstanding warrants, options, agreements, convertible securities or other
commitments or instruments pursuant to which the Company is or may become
obligated to issue or sell any shares of its capital stock or other securities
and (ii) there are no preemptive or similar rights to purchase or otherwise
acquire shares of the capital stock or other securities of the Company
pursuant to any provision of Law, or any contract, or similar plan,
arrangement or scheme to which the Company is a party.

(3) All shares of the capital stock and other securities issued
by the Company have been issued in transactions in accordance with applicable
foreign, state and federal Laws and regulations governing the sale and
purchase of securities.

Section 5.6 SEC Reports.

The Company has since December 31, 2002 filed all required forms,
reports and documents required to be filed by it with the Commission when due
in accordance with the Securities Act and Exchange Act.  Such forms, reports
and documents filed by the Company with the Commission since December 31, 2002
are collectively referred to as the "SEC Reports".   As of their respective
dates, the SEC Reports complied in all material respects with all applicable
requirements of the Exchange Act or the Securities Act, as the case may be.
As of their respective dates, none of the SEC Reports contained any untrue
statement of a material fact or omitted to state a material fact required to
be stated or incorporated by reference therein or necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading.

Section 5.7 Financial Statements.

The consolidated financial statements of the Company contained in the
SEC Reports (the "Financial Statements") complied as to form in all material
respects with the published rules and regulations of the Commission with
respect thereto, were prepared in accordance with GAAP applied on a consistent
basis during the periods involved (except as may be indicated in the notes
thereto) and fairly present, in conformity with GAAP (except as may be
indicated in the notes thereto), the consolidated financial position of the
Company and its consolidated Subsidiaries as of the dates thereof and their
consolidated results of operations and changes in financial position for the
periods then ended (subject to normal year-end adjustments in the case of any
unaudited interim financial statements).

Section 5.8 No Consent or Approval Required.

No material consent, approval or authorization of, or declaration to or
filing with, any Person is required by the Company for the valid
authorization, execution and delivery by the Company of the Agreement or for
its consummation of the transactions contemplated thereby or for the valid
authorization, issuance and delivery of the Shares, other than those consents,
approvals, authorizations, declarations or filings which have been obtained or
made, as the case may be.

Section 5.9 Registration and Listing.  

The Shares have been registered with the Commission pursuant to a
registration statement that is currently in effect and will be in effect on
the date of the Closing.  By or before the Closing, the Shares will be either
(i) approved for listing on either the New York Stock Exchange or the Pacific
Exchange, subject to notice of issuance, and it will be the Company's election
as to which of these exchanges the Shares are listed, or (ii) approved for
listing on another national securities exchange, subject to notice of
issuance, which exchange is reasonably acceptable to the Company and the
Purchaser. By or before the Closing the Shares will be eligible for deposit
at, and/or to be delivered and distributed through, the book entry facilities
of the DTC.  The Company agrees that it shall not take any unreasonable action
that would preclude the Shares from being available to be displayed on FT
Interactive Data (an operating division of Financial Times Limited) or another
pricing service reasonably satisfactory to the Purchaser.

ARTICLE VI


REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

As a material inducement to the Company to enter into and perform its
obligations under this Agreement, the Purchaser, hereby represents and
warrants to the Company as follows:

Section 6.1 Brokers or Finders.

The Purchaser has not retained any investment banker, broker or finder
in connection with the purchase of the Shares.

Section 6.2 Authorization.

The Purchaser has all requisite power and authority to execute and
deliver this Agreement and any and all instruments necessary or appropriate in
order to effectuate fully the terms and conditions of this Agreement and all
related transactions and to perform its obligations under this Agreement.
This Agreement has been duly authorized by all necessary action on the part of
the Purchaser, and has been duly executed and delivered by the Purchaser and
constitutes the valid and legally binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms and conditions.

Section 6.3 No Consent or Approval Required.

No consent, approval or authorization of, or declaration to or filing
with, any Person shall be required by the Purchaser for the valid
authorization, execution and delivery by the Purchaser of the Agreement or for
its consummation of the transactions contemplated thereby other than those
consents, approvals, authorizations, declarations or filings which have been
obtained or made, as the case may be.

Section 6.4 Ownership Limitation.  

The Purchaser will not, immediately following the Closing, beneficially
own or constructively own shares of the outstanding equity stock of the
Company in excess of the Ownership Limit (as defined in the Company's
Fundamental Documents).

Section 6.5 Purchaser's Access to Information.  

There has been made available to the Purchaser and its respective
advisors the opportunity to ask questions of, and receive answers from, the
Company concerning the Shares and the Purchaser's investment therein, and to
obtain the SEC Reports and any additional information, to the extent that any
of them possess such information, or can acquire it without unreasonable
effort or expense, necessary to verify the accuracy of the information given
to the Purchaser, or to otherwise make an informed decision regarding the
purchase of the Shares from the Company, and that the Purchaser has had an
opportunity to consult with counsel and other advisers about the merits and
risks of its purchase of the Shares from the Company, and that all pertinent
material documents, records and books, on request, have been made available to
the Purchaser and its advisors.  The Purchaser's prior knowledge and
experience in financial and business matters enables it to make an informed
decision with respect to a purchase of the Shares from the Company.  The
Purchaser has relied upon its own tax, legal and financial advisors with
regard to all matters relating to its purchase of the Shares and not on any
advice, recommendation, act or failure to act of the Company or any of their
respective affiliates.  In connection with the purchase of the Shares, the
Purchaser has independently determined an acceptable price for the Shares, and
the Purchase Price is based upon such independent determination.

ARTICLE VII



TERMINATION

Section 7.1 Termination Events.

This Agreement may, by notice given prior to or at the Closing, be
terminated:

(1) by either the Company or the Purchaser if a material breach
or default of any provision of this Agreement has been committed by the other
party which would make the conditions to this Agreement incapable of being
satisfied; provided that neither party may terminate this Agreement if the
breaching or defaulting party has not had an adequate opportunity to cure such
breach or default; or

(2) by mutual consent of the Company and the Purchaser.

Section 7.2 Effect of Termination.

Each party's right of termination under Section 7.1 is in addition to
any other rights it may have under this Agreement or otherwise, and the
exercise of a right of termination will not be an election of remedies.  If
this Agreement is terminated pursuant to Section 7.1, all further obligations
of the parties under this Agreement will terminate, except that the
obligations in Sections 8.1 and 8.2 and Article IX will survive; provided,
however, that if this Agreement is terminated by a party because of the breach
or default of the Agreement by the other party or because one or more of the
conditions to the terminating party's obligations under this Agreement is not
satisfied as a result of the other party's failure to comply with its
obligations under this Agreement, the terminating party's right to pursue all
legal remedies will survive such termination unimpaired.

ARTICLE VIII



INDEMNIFICATION

Section 8.1 Indemnification Generally.

The Company on the one hand, and the Purchaser on the other hand (each
an "Indemnifying Party"), shall indemnify the other from and against any and
all losses, damages, liabilities, claims, charges, actions, proceedings,
demands, judgments, settlement costs and expenses of any nature whatsoever
(including, without limitation, attorneys' fees and expenses) or deficiencies
resulting from any breach of a representation, warranty or covenant by the
Indemnifying Party and all claims, charges, actions or proceedings incident to
or arising out of the foregoing.  Except with respect to third party claims
being defended in good faith or claims for indemnification with respect to
which there exists a good faith dispute, the Indemnifying Party shall satisfy
its obligations hereunder within thirty (30) days of receipt of a notice of
claim under this Section 8.1.  Notwithstanding anything else to the contrary
in this Article 8, in no event shall an employee benefit plan within the
meaning of the Section 3(3) of the Employee Retirement Income Security Act of
1974 or their agents be deemed to be an indemnifying party, and such parties
shall have no indemnification obligations hereunder.

Section 8.2 Indemnification Procedures For Third Party Claims.

If a claim by a third party is made against a Person entitled to
indemnification under this Section (an "Indemnified Party") and such
Indemnified Party intends to seek indemnity with respect thereto from any
Indemnifying Party, such Indemnified Party shall give notice in writing as
promptly as reasonably practicable to each such Indemnifying Party of any
action commenced against or by it in respect of which indemnity may be sought
hereunder, but failure to so notify an Indemnifying Party shall not relieve
such Indemnifying Party from any liability that it may have otherwise than on
account of this Article VIII so long as such failure shall not have materially
prejudiced the position of the Indemnifying Party.  Upon such notification,
the Indemnifying Party shall assume the defense of such action brought by a
third party, and after such assumption the Indemnified Party shall not be
entitled to reimbursement of any expenses incurred by it in connection with
such action except as described below.  In any such action, any Indemnified
Party shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Party
unless (i) the Indemnifying Party shall have failed to promptly assume and
thereafter vigorously conduct such defense, (ii) the Indemnifying Party and
the Indemnified Party shall have mutually agreed to the contrary or (iii) the
named parties in any such action (including any impleaded parties) include
both the Indemnifying Party and the Indemnified Party and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing or conflicting interests between them.  No Indemnifying
Party, in the defense of a third party claim shall, except with the consent of
the Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect of such claim.  The Indemnified Party shall not be liable
for any settlement of any proceeding effected without its written consent
(which shall not be unreasonably withheld or delayed by such Indemnified
Party), but if settled with such consent or if there be final judgment for the
plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from
and against any loss, damage or liability by reason of such settlement or
judgment.

Section 8.3 Survival of Representations and Warranties.  

The representations and warranties of the Company and of each Purchaser
contained in this Agreement shall survive until the twelve (12) month
anniversary of the Closing.

ARTICLE IX



MISCELLANEOUS

Section 9.1 Expenses and Taxes.

(1) All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such expenses, except that the Company shall pay the legal and due
diligence fees and expenses of the Purchaser incurred prior to and through the
Closing, which fees and expenses relate to this Agreement and/or the
transactions contemplated hereby.  The Purchaser shall notify the Company when
such fees and expenses in the aggregate exceed $20,000.  The Company shall not
be liable for the payment of any fees or expenses of the Purchaser that are
incurred after the Closing.

(2) All transfer, stamp (including documentary stamp Taxes, if
any) and other similar Taxes with respect to the purchase and sale of the
Shares shall be borne and paid by the Company.

Section 9.2 Further Assurances.

The Purchaser and the Company shall duly execute and deliver, or cause
to be duly executed and delivered, at its own cost and expense, such further
instruments and documents and to take all such action, in each case as may be
necessary or proper in the reasonable judgment of the Purchaser or the Company
to carry out the provisions and purposes of this Agreement.  The Company
hereby agrees to complete and submit an application to the National
Association of Insurance Commissioners for rating of the Preferred Stock
within a reasonable period of time after the date hereof, but in no event
later than March 31, 2004.

Section 9.3 Public Announcement.

The Purchaser and the Company will consult with each other before
issuing any press release or otherwise making any public statements with
respect to the transactions contemplated by this Agreement, and shall not
issue any such press release or make any such public statement prior to such
consultation, except as may be required based upon opinion of counsel by
applicable Law or by obligations pursuant to any listing agreement with any
national securities exchange or transaction reporting system.  The Company may
disclose this transaction in the reports that it files with the Commission
pursuant to the Exchange Act.  The Company shall not, unless required by Law,
disclose the identity of any of the Purchaser's client(s), nominee(s) or
designee(s) to whom Shares will be issued to a third party without the consent
of the Purchaser.

Section 9.4 No Third Party Beneficiaries.

Except as expressly provided herein, this Agreement shall not confer any
rights or remedies upon any Person other than the parties hereto and their
respective successors and permitted assigns.

Section 9.5 Entire Agreement.

This Agreement constitutes the entire agreement among the parties hereto
and supersede any prior understandings, agreements or representations by or
among such parties, written or oral, that may have related in any way to the
subject matter of this Agreement.

Section 9.6 Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.  No
party may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other party.

Section 9.7 Counterparts.

This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument.

Section 9.8 Notices.

All notices, requests, demands, claims, and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally, telecopied, sent by internationally-recognized overnight
courier or mailed by registered or certified mail (return receipt requested),
postage prepaid, to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):

If to the Company, to:


Essex Property Trust, Inc.

925 East Meadow Drive

Palo Alto, CA  94303

Facsimile No.: (650) 849-1636

Telephone No.: (650) 858-0139

Attention: Michael J. Schall, Senior Executive Vice President and
Chief Financial Officer


Essex Property Trust, Inc.

925 East Meadow Drive

Palo Alto, CA  94303

Facsimile No.: (650) 849-1659

Telephone No.: (650) 858-1372

Attention: Jordan E. Ritter, Esq., Senior Vice President and
General Counsel




with a copy to:


Morrison & Foerster LLP

755 Page Mill Road

Palo Alto, CA 94504

Facsimile No.: (650) 494-0792

Telephone No.: (650) 813-5600

Attention:  Stephen Schrader, Esq.



If to the Purchaser, to:


Lend Lease Rosen Real Estate Securities, LLC

1995 University Avenue

Suite 550

Berkeley, CA 94704

Facsimile No.: (510) 849-8369

Telephone No.: (510) 849-8360

Attention: Contract Compliance Officer




with a copy to:

Goodwin Procter LLP

Exchange Place

Boston, MA  02109

Facsimile No.: (617) 523-1231

Telephone No.: (617) 570-1559

Attention: Elizabeth Shea Fries, P.C.



All such notices and other communications shall be deemed to have been
given and received (i) in the case of personal delivery, on the date of such
delivery, (ii) in the case of delivery by telecopy, on the date of such
delivery, (iii) in the case of delivery by internationally-recognized
overnight courier, on the third Business Day following dispatch and (iv) in
the case of mailing, on the seventh Business Day following such mailing.

Section 9.9 Governing Law.

This agreement shall be governed by and construed in accordance with the
internal laws of the state of California, without regard to the principles of
conflicts of laws thereof.

Section 9.10 Amendments and Waivers.

No amendment of any provision of this Agreement shall be valid unless
the same shall be in writing and signed by all of the parties.  No waiver by
any party of any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to extend to any prior
or subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.

Section 9.11 Incorporation of Schedules and Exhibits.


The schedules and exhibits identified in this Agreement are incorporated
herein by reference and made a part hereof.

Section 9.12 Construction.

Where specific language is used to clarify by example a general
statement contained herein, such specific language shall not be deemed to
modify, limit or restrict in any manner the construction of the general
statement to which it relates.  The use in this Agreement of the term
"including" means "including, without limitation."  The language used in
this Agreement shall be deemed to be the language chosen by the parties to
express their mutual intent, and no rule of strict construction shall be
applied against any party.

Section 9.13 Interpretation.

Unless otherwise indicated, references to "$" are references to the
U.S. dollar.  Accounting terms used but not otherwise defined herein shall
have the meanings given to them under GAAP.  As used in this Agreement
(including all schedules, exhibits and amendments hereto), the masculine,
feminine and neuter gender and the singular or plural number shall be deemed
to include the others whenever the context so requires.  References to
Articles Sections refer to articles and sections of this Agreement.
Similarly, references to schedules and exhibits refer to schedules and
exhibits, respectively, attached to this Agreement.  Unless the content
requires otherwise, words such as "hereby," "herein," "hereinafter,"
"hereof," "hereto," "hereunder" and words of like import refer to this
Agreement.  The article and section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 9.14 Severability.

It is the desire and intent of the parties that the provisions of this
Agreement be enforced to the fullest extent permissible under the Laws and
public policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any particular provision of this Agreement shall be
adjudicated by a court of competent jurisdiction to be invalid, prohibited or
unenforceable for any reason, such provision, as to such jurisdiction, shall
be ineffective, without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of this Agreement or
affecting the validity or enforceability of such provision in any other
jurisdiction.  Notwithstanding the foregoing, if such provision could be more
narrowly drawn so as not to be invalid, prohibited or unenforceable in such
jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.

Section 9.15 Waiver of Jury Trial.

EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER RELATED DOCUMENT


IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.


ESSEX PROPERTY TRUST, INC.


By:     /s/ Michael J. Schall

Name: Michael J. Schall

Title:   Senior Executive Vice
President and Chief Financial
Officer





LEND LEASE ROSEN REAL ESTATE SECURITIES, LLC 




By:     /s/ Michael A. Torres

Name:   Michael A. Torres

Title:  Chief Executive Officer




























Annex 1



CERTAIN DEFINITIONS



"Assets" means, with respect to any Person, all of the
assets, rights, interests and other properties, real, personal and mixed,
tangible and intangible, owned by such Person.

"Business Day" means any day that is not a Saturday, Sunday,
legal holiday or other day on which banks are required to be closed in New York,
New York.

"Commission" means the Securities and Exchange
Commission.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

"Fundamental Documents" means, with respect to a
corporation, the charter and bylaws (each as amended) or, with respect to any
other Person, the documents by which such Person (other than an individual)
establishes its legal existence or which govern its internal affairs.

"GAAP" means, at any time, generally accepted accounting
principles in the jurisdiction in which the Person to which such principles are
applied is organized at such time.

"Governmental Entity" means any court, administrative agency
or commission or other governmental authority or instrumentality, domestic or
foreign, federal, state or local.

"Law" means any constitution, law, statute, treaty, rule,
directive, requirement or regulation or Order, domestic or foreign, of any
Governmental Entity. 

"Liability" means any liability or obligation, whether known
or unknown, asserted or unasserted, absolute or contingent, accrued or
unaccrued, liquidated or unliquidated and whether due or to become due,
regardless of when asserted.

"Lien" means any security interest, pledge, bailment (in the
nature of a pledge or for purposes of security), mortgage, deed of trust, the
grant of a power to confess judgment, conditional sale, trust receipt or other
title retention agreement (including any lease in the nature thereof), charge,
encumbrance, easement, reservation, restriction, cloud, right of first refusal
or first offer, option, equity or adverse claim or other similar arrangement or
interest in real or personal property.

"Material Adverse Effect" means, with respect to any Person,
a material adverse effect (i) on the business, operations, Assets, condition
(financial or otherwise), operating results, or prospects of such Person and its
Subsidiaries, if any, taken as a whole or (ii) on such Person's ability to
consummate the transactions contemplated by this Agreement.

"Order" means any order, writ, judgment, injunction, decree,
determination or award issued by a Governmental Entity.

"Person" means any individual, corporation, partnership,
limited liability company, trust, estate, or unincorporated organization, or
other entity or Governmental Entity or other juridical entity.

"Proceeding" means any action, suit, investigation or
proceeding by any Governmental Entity.

"Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

"Subsidiary" means any entity in which the Company owns
directly or indirectly, more than 50% of the voting capital stock or equity
interest.

"Tax" or "Taxes" as used in this Agreement,
means, with respect to any Person, (a) all taxes, customs duties and other
Taxes, fees, assessments or charges of any kind whatsoever including without
limitation all income, gross receipts, sales, use, ad valorem, transfer,
franchise, license, withholding, payroll, employment, excise, severance, stamp,
occupation, premium, property or windfall profits Taxes, alternative or add-on
minimum Taxes, together with all interest and penalties, additions to Tax and
other additional amounts imposed by any taxing authority (domestic or foreign)
on such Person (if any) and (b) any Liability for the payment of any amount of
the type described in clause (a) above as a result of being a
"transferee" (within the meaning of Section 6901 of the
Internal Revenue Code of 1986, as amended, or any other applicable Law) of
another entity or a member of an affiliated or combined group, and (c) any
liability under any tax sharing or other contractual arrangement.

Exhibit A

LIST OF PURCHASERS

	
PURCHASER
	
No. of Shares
	
Purchase Price
	
Aggregate Purchase Price

	
Lend Lease Rosen Real Estate Securities, LLC, as agent on behalf
of its clients
	
1,000,000
	
$24.664
	
$24,664,000