<PAGE>

                         ESSEX PROPERTY TRUST, INC.
                         -------------------------

                           ARTICLES SUPPLEMENTARY
               Reclassifying 2,000,000 shares of Common Stock
                           as 2,000,000 shares of
            9.30% SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK

          Essex Property Trust, Inc., a corporation organized and existing under
the laws of Maryland (the "Corporation"), does hereby certify to the State
Department of Assessments and Taxation of Maryland that:

          FIRST:  Pursuant to authority conferred upon the Board of Directors of
          -----
the Corporation by Article FIFTH of its Charter (the "Charter") in accordance
with Section 2-105 of the Maryland General Corporation Law (the "MGCL"), the
Board of Directors of the Corporation (the "Board"), at a teleconference meeting
held on July 27, 1999, duly adopted a resolution reclassifying 2,000,000
authorized but unissued shares of Common Stock (par value $.0001 per share) as
Preferred Stock (par value $.0001 per share), designating such newly
reclassified Preferred Stock as 9.30% Series D Cumulative Redeemable Preferred
Stock, the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications and terms and conditions of redemption as set forth below and
authorizing the issuance of such series of Preferred Stock as set forth below.
Upon any restatement of the Charter, Sections 1 through 9 of Article THIRD shall
become subsection (h) of Article FIFTH of the Charter

          SECOND:  The reclassification increases the number of shares
          ------
classified as 9.30% Series D Cumulative Redeemable Preferred Stock from no
shares immediately prior to the reclassification to 2,000,000 shares immediately
after the reclassification.  The reclassification decreases the number of shares
classified as Common Stock (par value $.0001 per share) from 659,282,178 shares
immediately prior to the reclassification to 657,282,178 shares immediately
after the reclassification.

          THIRD:  Subject in all cases to the provisions of Article EIGHTH of
          -----
the Charter of the Corporation with respect to Excess Stock, the following is a
description of the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of 9.30% Series D Cumulative Redeemable Preferred Stock
of the Corporation:

            9.30% Series D Cumulative Redeemable Preferred Stock
            ----------------------------------------------------

          Section 1.  Designation and Amount.
                      ----------------------
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          Of the 659,282,178 authorized shares of Common Stock, 2,000,000 shares
are reclassified and designated "9.30% Series D Cumulative Redeemable Preferred
Stock (par value $.0001 per share)" (the "Series D Preferred Stock").

          Section 2.  Rank.  The Series D Preferred Stock will, with respect to
                      ----
distributions and rights upon voluntary or involuntary liquidation, winding-up
or dissolution of the Corporation, rank senior to all classes or series of
Common Stock (as defined in the Charter) and to all classes or series of equity
securities of the Corporation now or hereafter authorized, issued or
outstanding, other than the 8.75% Convertible Preferred Stock, Series 1996A (the
"Series A Preferred Stock"), the 7.875% Series B Cumulative Redeemable Preferred
Stock (the "Series B Preferred Stock") and the 9% Series C Cumulative
Redeemable Preferred Stock (the "Series C Preferred Stock") with which it shall
be on a parity and any other class or series of equity securities of the
Corporation expressly designated as ranking on a parity with or senior to the
Series D Preferred Stock as to distributions and rights upon voluntary or
involuntary liquidation, winding-up or dissolution of the Corporation.  For
purposes of these terms of the Series D Preferred Stock, the term "Parity
Preferred Stock" shall be used to refer to the Series A Preferred Stock, the
Series B Preferred Stock, the Series C Preferred Stock and any other class or
series of equity securities of the Corporation now or hereafter authorized,
issued or outstanding expressly designated by the Corporation to rank on a
parity with Series D Preferred Stock with respect to distributions and rights
upon voluntary or involuntary liquidation, winding up or dissolution of the
Corporation.

          Section 3.  Distributions.
                      -------------

          (a)  Payment of Distributions.  Subject to the rights of holders of
               ------------------------
Parity Preferred Stock as to the payment of distributions, holders of Series D
Preferred Stock will be entitled to receive, when, as and if declared by the
Corporation, out of funds legally available for the payment of distributions,
cumulative preferential cash distributions at the rate per annum of 9.30% of the
$25.00 liquidation preference per share of Series D Preferred Stock.  Such
distributions shall be cumulative, shall accrue from the original date of
issuance and will be payable quarterly in arrears (such quarterly periods, for
purposes of payment and accrual shall be the quarterly periods ending on the
dates specified in this sentence and not calendar quarters), on or before the
15th of February, May, August and November of each year (each a "Preferred Stock
Distribution Payment Date"), commencing in each case on the first Preferred
Stock Distribution Payment Date after the original date of issuance.  The amount
of the distribution payable for any period will be computed on the basis of a
360-day year of twelve 30-day months and for any period shorter than a full
quarterly period for which distributions are computed, the amount of the
distribution payable will be computed based on the ratio of the actual number of
days elapsed in such a period to ninety (90) days.  If any date on which
distributions are to be made on the Series D Preferred Stock is not a Business
Day (as defined herein), then payment of the distribution to be made on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if

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<PAGE>

made on such date. Distributions on the Series D Preferred Stock will be made
to the holders of record of the Series D Preferred Stock on the relevant
record dates, which, unless otherwise provided by the Corporation (as a date
not more than thirty (30) days prior to the Preferred Stock Distribution Date)
with respect to any distribution, will be 15 Business Days prior to the
relevant Preferred Stock Distribution Payment Date (each a "Distribution
Record Date"). Notwithstanding anything to the contrary set forth herein, each
share of Series D Preferred Stock shall also continue to accrue all accrued
and unpaid distributions to the exchange date on any Series D Preferred Unit
(as defined in the Fourth Amendment to First Amended and Restated Agreement of
Limited Partnership of Essex Portfolio, L.P., dated as of July 28, 1999 (the
"Fourth Amendment")) validly exchanged into such share of Series D Preferred
Stock in accordance with the provisions of such Fourth Amendment.

          The term "Business Day" shall mean each day, other than a Saturday or
a Sunday, which is not a day on which banking institutions in New York, New York
are authorized or required by law, regulation or executive order to close.

          (b)  Limitations on Distributions.  No distributions on the Series D
               ----------------------------
Preferred Stock shall be declared or paid or set apart for payment by the
Corporation at such time as the terms and provisions of any agreement of the
Corporation, including any agreement relating to its indebtedness, prohibits
such declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration, payment or setting
apart for payment shall be restricted or prohibited by law.

          (c)  Distributions Cumulative.  Notwithstanding the foregoing,
               ------------------------
distributions on the Series D Preferred Stock will accrue whether or not the
terms and provisions set forth in Section 3(b) hereof at any time prohibit the
current payment of distributions, whether or not the Corporation has earnings,
whether or not there are funds legally available for the payment of such
distributions and whether or not such distributions are authorized.  Accrued but
unpaid distributions on the Series D Preferred Stock will accumulate as of the
Preferred Stock Distribution Payment Date on which they first become payable.
Accumulated and unpaid distributions will not bear interest.

          (d)  Priority as to Distributions.
               ----------------------------

                 (i)  So long as any Series D Preferred Stock is outstanding, no
distribution of cash or other property shall be authorized, declared, paid or
set apart for payment on or with respect to any class or series of Common Stock
or any class or series of other stock of the Corporation ranking junior to the
Series D Preferred Stock as provided in this Section 3 (such Common Stock or
other junior stock, including, without limitation, the Series A Junior
Participating Preferred Stock) collectively, "Junior Stock"), nor shall any cash
or other property be set aside for or applied to the purchase, redemption or
other acquisition for consideration of any Series D Preferred Stock, any Parity
Preferred Stock with respect to distributions or any

                                       3
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Junior Stock, unless, in each case, all distributions accumulated on all
Series D Preferred Stock and all classes and series of outstanding Parity
Preferred Stock as to payment of distributions have been paid in full. The
foregoing sentence will not prohibit (i) distributions payable solely in
Junior Stock, (ii) the conversion of Junior Stock or Parity Preferred Stock
into Junior Stock of the Corporation, (iii) the redemption, purchase or other
acquisition of Junior Stock made for purposes of and in compliance with
requirements of an employee incentive or benefit plan of the Corporation or
any subsidiary of the Corporation, and (iv) purchase by the Corporation of
such Series D Preferred Stock, Parity Preferred Stock with respect to
distributions or Junior Stock pursuant to Article EIGHTH of the Charter to the
extent required to preserve the Corporation's status as a real estate
investment trust.

               (ii)   So long as distributions have not been paid in full (or
a sum sufficient for such full payment is not irrevocably so set apart) upon
the Series D Preferred Stock, all distributions authorized and declared on the
Series D Preferred Stock and all classes or series of outstanding Parity
Preferred Stock with respect to distributions shall be authorized and declared
so that the amount of distributions authorized and declared per share of
Series D Preferred Stock and such other classes or series of Parity Preferred
Stock shall in all cases bear to each other the same ratio that accrued
distributions per share on the Series D Preferred Stock and such other classes
or series of Parity Preferred Stock (which shall not include any accumulation
in respect of unpaid distributions for prior distribution periods if such
class or series of Parity Preferred Stock do not have cumulative distribution
rights) bear to each other.

          (e)  No Further Rights.  Holders of Series D Preferred Stock shall not
               -----------------
be entitled to any distributions, whether payable in cash, other property or
otherwise, in excess of the full cumulative distributions described herein.

          Section 4.  Liquidation Preference.
                      ----------------------

          (a)  Payment of Liquidating Distributions.  Subject to the rights of
               ------------------------------------
holders of Parity Preferred Stock with respect to rights upon any voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation, the
holders of Series D Preferred Stock shall be entitled to receive out of the
assets of the Corporation legally available for distribution or the proceeds
thereof, after payment or provision for debts and other liabilities of the
Corporation, but before any payment or distributions of the assets shall be made
to holders of Common Stock or any other class or series of shares of the
Corporation that ranks junior to the Series D Preferred Stock as to rights upon
liquidation, dissolution or winding-up of the Corporation, an amount equal to
the sum of (i) a liquidation preference of $25 per share of Series D Preferred
Stock, and (ii) an amount equal to any accumulated and unpaid distributions
thereon to the date of payment. In the event that, upon such voluntary or
involuntary liquidation, dissolution or winding-up, there are insufficient
assets to permit full payment of liquidating distributions to the holders of
Series D Preferred Stock and any Parity Preferred Stock as to rights upon
liquidation, dissolution or winding-up of the Corporation, all payments of
liquidating distributions on the Series D Preferred Stock and such Parity
Preferred Stock shall be made so that the payments on the Series

                                       4
<PAGE>

D Preferred Stock and such Parity Preferred Stock shall in all cases bear to
each other the same ratio that the respective rights of the Series D Preferred
Stock and such other Parity Preferred Stock (which shall not include any
accumulation in respect of unpaid distributions for prior distribution periods
if such Parity Preferred Stock do not have cumulative distribution rights)
upon liquidation, dissolution or winding-up of the Corporation bear to each
other.

          (b)  Notice.  Written notice of any such voluntary or involuntary
               ------
liquidation, dissolution or winding-up of the Corporation, stating the payment
date or dates when, and the place or places where, the amounts distributable in
such circumstances shall be payable, shall be given by (i) fax and (ii) by first
class mail, postage pre-paid, not less than 30 and not more than 60 days prior
to the payment date stated therein, to each record holder of the Series D
Preferred Stock at the respective addresses of such holders as the same shall
appear on the share transfer records of the Corporation.

          (c)  No Further Rights.  After payment of the full amount of the
               -----------------
liquidating distributions to which they are entitled, the holders of Series D
Preferred Stock will have no right or claim to any of the remaining assets of
the Corporation.

          (d)  Consolidation, Merger or Certain Other Transactions.  Without
               ---------------------------------------------------
limiting Section 6(c) hereof, the consolidation or merger or other business
combination of the Corporation with or into any corporation, trust or other
entity (or of any corporation, trust or other entity with or into the
Corporation), or the effectuation by the Corporation of a transaction or series
of related transactions in which more than 50% of the voting power of the
Corporation is disposed of shall not be deemed to constitute a liquidation,
dissolution or winding-up of the Corporation.

          Section 5.  Optional Redemption.
                      -------------------

          (a)  Right of Optional Redemption.  The Series D Preferred Stock may
               ----------------------------
not be redeemed prior to July 28, 2004.  On or after such date, subject to the
terms and conditions of any Parity Preferred Stock, the Corporation shall have
the right to redeem the Series D Preferred Stock, in whole or in part, at any
time or from time to time, upon not less than 30 nor more than 60 days' written
notice, at a redemption price, payable in cash, equal to $25 per share of Series
D Preferred Stock plus accumulated and unpaid distributions to the date of
redemption.  If fewer than all of the outstanding shares of Series D Preferred
Stock are to be redeemed, the shares of Series D Preferred Stock to be redeemed
shall be selected pro rata (as nearly as practicable without creating fractional
units).  Further, in order to ensure that the Corporation remains a qualified
real estate investment trust for federal income tax purposes, the Series D
Preferred Stock will also be subject to the provisions of Article EIGHTH of the
Charter pursuant to which Series D Preferred Stock owned by a stockholder in
excess of the Ownership Limit (as defined in the Charter) will be automatically
transferred to a Trust (as defined in the Charter) and the Corporation shall
have the right to purchase such, shares, as provided in Article EIGHTH of the
Charter.

                                       5
<PAGE>

          (b)  Limitation on Redemption.
               ------------------------

               (i)  The redemption price of the Series D Preferred Stock
(other than the portion thereof consisting of accumulated but unpaid
distributions) will be payable solely out of the sale proceeds of capital
stock of the Corporation and from no other source. For purposes of the
preceding sentence, "capital stock" means any equity securities (including
Common Stock and Preferred Stock of the Corporation and units of partnership
interest of Essex Portfolio, L.P., as to which the Corporation is the general
partner), shares, participation or other ownership interests (however
designated) and any rights (other than debt securities convertible into or
exchangeable for equity securities) or options to purchase any of the
foregoing.

               (ii) The Corporation may not redeem fewer than all of the
outstanding shares of Series D Preferred Stock unless all accumulated and
unpaid distributions have been paid on all Series D Preferred Stock for all
quarterly distribution periods terminating on or prior to the date of
redemption; provided, however, that the foregoing shall not prevent the
purchase or acquisition of shares of Series D Preferred Stock or Parity
Preferred Stock pursuant to a purchase or exchange offer made on the same
terms to holders of all outstanding shares of Series D Preferred Stock or
Parity Preferred Stock, as the case may be.

          (c)  Rights to Distributions on Stock Called for Redemption.
               ------------------------------------------------------
Immediately prior to any redemption of Series D Preferred Stock, the Corporation
shall pay, in cash, any accumulated and unpaid distributions through the
redemption date, unless a redemption date falls after a Distribution Record Date
and prior to the corresponding Preferred Stock Distribution Payment Date, in
which case each holder of Series D Preferred Stock at the close of business on
such Distribution Record Date shall be entitled to the distributions payable on
such shares on the corresponding Distribution Payment Date notwithstanding the
redemption of such shares before the Distribution Payment Date.

          (d)  Procedures for Redemption.
               -------------------------

               (i)   Notice of redemption will be (i) faxed, and (ii) mailed by
the Corporation, postage prepaid, not less than 30 nor more than 60 days prior
to the redemption date, addressed to the respective holders of record of the
Series D Preferred Stock to be redeemed at their respective addresses as they
appear on the transfer records of the Corporation. No failure to give or
defect in such notice shall affect the validity of the proceedings for the
redemption of any Series D Preferred Stock except as to the holder to whom
such notice was defective or not given. In addition to any information
required by law or by the applicable rules of any exchange upon which the
Series D Preferred Stock may be listed or admitted to trading, each such
notice shall state: (i) the redemption date, (ii) the redemption price, (iii)
the number of shares of Series D Preferred Stock to be redeemed, (iv) the
place or places where such shares of Series D Preferred Stock are to be
surrendered for payment of the redemption price, (v) that distributions on the
Series D Preferred Stock to be redeemed will cease to accumulate on such
redemption

                                       6
<PAGE>

date and (vi) that payment of the redemption price and any accumulated and
unpaid distributions will be made upon presentation and surrender of such
Series D Preferred Stock. If fewer than all of the shares of Series D
Preferred Stock held by any holder are to be redeemed, the notice mailed to
such holder shall also specify the number of shares of Series D Preferred
Stock held by such holder to be redeemed.

               (ii)   If the Corporation gives a notice of redemption in
respect of Series D Preferred Stock (which notice will be irrevocable) then,
by 12:00 noon, New York City time, on the redemption date, the Corporation
will deposit irrevocably in trust for the benefit of the Series D Preferred
Stock being redeemed funds sufficient to pay the applicable redemption price,
plus any accumulated and unpaid distributions, if any, on such shares to the
date fixed for redemption, without interest, and will give irrevocable
instructions and authority to pay such redemption price and any accumulated
and unpaid distributions, if any, on such shares to the holders of the Series
D Preferred Stock upon surrender of the Series D Preferred Stock by such
holders at the place designated in the notice of redemption. On and after the
date of redemption, distributions will cease to accumulate on the Series D
Preferred Stock or portions thereof called for redemption, unless the
Corporation defaults in the payment thereof. If any date fixed for redemption
of Series D Preferred Stock is not a Business Day, then payment of the
redemption price payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect
of any such delay) except that, if such Business Day falls in the next
calendar year, such payment will be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date fixed
for redemption. If payment of the redemption price or any accumulated or
unpaid distributions in respect of the Series D Preferred Stock is improperly
withheld or refused and not paid by the Corporation, distributions on such
Series D Preferred Stock will continue to accumulate from the original
redemption date to the date of payment, in which case the actual payment date
will be considered the date fixed for redemption for purposes of calculating
the applicable redemption price and any accumulated and unpaid distributions.

          (e)  Status of Redeemed Stock.  Any Series D Preferred Stock that
               ------------------------
shall at any time have been redeemed shall after such redemption have the status
of authorized but unissued Preferred Stock, without designation as to class or
series, until such shares are once more designated as part of a particular class
or series by the Board.

          Section 6.  Voting Rights.
                      -------------

          (a)  General.  Holders of the Series D Preferred Stock will not have
               -------
any voting rights, except as set forth below.

          (b)  Right to Elect Directors.  If at any time full distributions
               ------------------------
shall not have been made on any Series D Preferred Stock with respect to any six
(6) prior quarterly distribution periods, whether or not consecutive, (a
"Preferred Distribution Default"), such that distributions for such six (6)
distribution periods have not been fully paid and are outstanding in whole or in

                                       7
<PAGE>

part at the same time, the holders of such Series D Preferred Stock, voting
together as a single class with the holders of each class or series of Parity
Preferred Stock upon which like voting rights have been conferred and are
exercisable (other than holders of Parity Preferred Stock who are deemed to be
"affiliates" of the Corporation as such term is defined in Rule 144 of the
General Rules and Regulations Under the Securities Act of 1933), will have the
right to elect two additional directors to serve on the Corporation's Board (the
"Preferred Stock Directors"), which shall be in addition to the rights of
holders of Series A Preferred Stock to elect directors pursuant to the articles
supplementary pertaining to the Series A Preferred Stock, at a special meeting
called by the holders of record of at least 10% of the outstanding shares of
Series D Preferred Stock or any such class or series of Parity Preferred Stock
or at the next annual meeting of stockholders, and at each subsequent annual
meeting of stockholders or special meeting held in place thereof, until all such
distributions in arrears and distributions for the current quarterly period on
the Series D Preferred Stock and each such class or series of Parity Preferred
Stock have been paid in full.  At any such annual or special meeting, the
holders of the Series B Preferred Stock, the Series C Preferred Stock, the
Series D Preferred Stock and any subsequently issued series of Parity Preferred
Stock upon which like voting rights have been conferred and are exercisable,
will be entitled to cast votes for such Preferred Stock Directors on the basis
of one vote per $50.00 of liquidation preference to which such class of Parity
Preferred Stock is entitled by its terms (excluding amounts in respect of
accumulated and unpaid dividends) and not cumulatively.  If and when all
accumulated distributions and the distribution for the current distribution
period on the Series D Preferred Stock shall have been paid in full or
irrevocably set aside for payment in full, the holders of the Series D Preferred
Stock shall be divested of the voting rights set forth in Section 6(b) herein
(subject to revesting in the event of each and every Preferred Distribution
Default) and, if all distributions in arrears and the distributions for the
current distribution period have been paid in full or irrevocably set aside for
payment in full on all other classes or series of Parity Preferred Stock upon
which like voting rights have been conferred and are exercisable, the term and
office of each Preferred Stock Director so elected shall immediately terminate.
Any Preferred Stock Director may be removed at any time with or without cause by
the vote of, and shall not be removed otherwise than by the vote of, the holders
of record of a majority of the outstanding Series D Preferred Stock when they
have the voting rights set forth in Section 6(b) (voting separately as a single
class with all other classes or series of Parity Preferred Stock upon which like
voting rights have been conferred and are exercisable). So long as a Preferred
Distribution Default shall continue, any vacancy in the office of a Preferred
Stock Director may be filled by written consent of the Preferred Stock Director
remaining in office, or if none remains in office, by a vote of the holders of
record of a majority of the outstanding Series D Preferred Stock when they have
the voting rights set forth in Section 6(b) (voting separately as a single class
with all other classes or series of Parity Preferred Stock upon which like
voting rights have been conferred and are exercisable).  The Preferred Stock
Directors shall each be entitled to one vote per director on any matter.

          (c)  Certain Voting Rights.  (i)  While any shares of the Series D
               ---------------------
Preferred Stock are outstanding, the Corporation shall not, without the
affirmative vote of the holders of at least two-thirds (2/3) of the Series D
Preferred Stock outstanding at the time (i) authorize or create, or

                                       8
<PAGE>

increase the authorized or issued amount of, any class or series of shares
ranking prior to the Series D Preferred Stock with respect to payment of
distributions or rights upon liquidation, dissolution or winding-up or
reclassify any authorized shares of the Corporation into any such shares, or
create, authorize or issue any obligations or security convertible into or
evidencing the right to purchase any such shares, (ii) either amend, alter or
repeal the provisions of the Corporation's Charter (including these Articles
Supplementary) or Bylaws, that would materially and adversely affect the
preferences, other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications, or terms and conditions of
redemption, of any outstanding shares of the Series D Preferred Stock;
provided that any increase in the amount of authorized Preferred Stock or the
creation or issuance of any other class or series of Preferred Stock, or any
increase in an amount of authorized shares of each class or series, in each
case ranking junior or on a parity to the Series D Preferred Stock with
respect to payment of distributions and the distribution of assets upon
liquidation, dissolution or winding-up, shall not be deemed to materially and
adversely affect such rights, preferences, privileges or voting powers
provided that, with respect to Parity Preferred Stock issued to any
"affiliate" of the Corporation (as such term is defined in Rule 144 of the
General Rules and Regulations Under the Securities Act of 1933), such Parity
Preferred Stock is issued with the consent of the majority of the independent
directors of the Board (i.e., directors who are not (i) officers or employees
of the Corporation or its affiliates or (ii) related to any such officer or
employee. While any shares of the Series D Preferred Stock are outstanding,
the Corporation shall not, without the affirmative vote of the holders of at
least two-thirds (2/3) of the Series D Preferred Stock outstanding at the time
consolidate, amalgamate, merge with or into, or convey, transfer or lease its
assets substantially as an entirety to, any corporation or other entity,
unless (a) the Corporation is the surviving entity and the shares of the
Series D Preferred Stock remain outstanding with the terms thereof unchanged,
(b) the resulting, surviving or transferee entity is a corporation or other
entity organized under the laws of any state and substitutes for the Series D
Preferred Stock other preferred stock having substantially the same terms and
same rights as the Series D Preferred Stock, including with respect to
distributions, voting rights and rights upon liquidation, dissolution or
winding-up, or (c) such merger, consolidation, amalgamation or asset transfer
does not adversely affect the powers, special rights, preferences and
privileges of the holders of the Series D Preferred Stock in any material
respect. However, the Corporation may create additional classes of Parity
Preferred Stock and Junior Stock, increase the authorized number of shares of
Parity Preferred Stock and Junior Stock and issue additional series of Parity
Preferred Stock and Junior Stock without the consent of any holder of Series D
Preferred Stock, provided that, with respect to Parity Preferred Stock issued
to any "affiliate" of the Corporation (as such term is defined in Rule 144 of
the General Rules and Regulations Under the Securities Act of 1933), such
Parity Preferred Stock is issued with the consent of the majority of the
independent directors of the Board (i.e., directors who are not (i) officers
or employees of the Corporation or its affiliates or (ii) related to any such
officer or employee.

          Section 7.  Transfer Restrictions.  The Series D Preferred Stock shall
                      ---------------------
be subject to the provisions of Article EIGHTH of the Charter.

                                       9
<PAGE>

          Section 8.  No Conversion Rights. The holders of the Series D
                      --------------------
Preferred Stock shall not have any rights to convert such shares into shares of
any other class or series of stock, or into any other securities of, or interest
in, the Corporation,

          Section 9.  No Sinking Fund.  No sinking fund shall be established for
                      ---------------
the retirement or redemption of Series D Preferred Stock.

          FOURTH:   The Series D Preferred Stock have been classified and
          ------
designated by the Board under the authority contained in the Charter.

          FIFTH:    These Articles Supplementary have been approved by the Board
          -----
in the manner and by the vote required by law.

          SIXTH:    The undersigned President of the Corporation acknowledges
          -----
these Articles Supplementary to be the corporate act of the Corporation and, as
to all matters or facts required to be verified under oath, the undersigned
President acknowledges that to the best of his knowledge, information and
belief, these matters and facts are true in all material respects and that this
statement is made under the penalties for perjury.

                                       10
<PAGE>

          IN WITNESS WHEREOF, these Articles Supplementary are executed on
behalf of the Corporation by its President and attested by its Assistant
Secretary this 28th day of July, 1999.



                              ESSEX PROPERTY TRUST, INC.



                              By: ___________________________________
                                    Keith R. Guericke
                                    President



[SEAL]

Attest:




Michael J. Schall
Executive Vice President,
Chief Financial Officer and
Assistant Secretary

     THE UNDERSIGNED, President of ESSEX PROPERTY TRUST, INC., who executed on
behalf of the Corporation, the Articles Supplementary of which this certificate
is made a part, hereby acknowledges in the name and on behalf of said
Corporation the foregoing Articles Supplementary to be the corporate act of said
Corporation and hereby certifies that the matters and facts set forth herein
with respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.


                              By: ___________________________________
                                       Keith R. Guericke
                                       President