Exhibit 10.1

ESSEX PROPERTY TRUST, INC.

2004 STOCK INCENTIVE PLAN

1. Purposes of the Plan.  The purposes of this Plan are to attract
and retain the best available personnel, to provide additional incentives to
Employees, Directors and Consultants and to promote the success of the Company's
business.

2. Definitions.  The following definitions shall apply as used herein
and in the individual Award Agreements except as defined otherwise in an
individual Award Agreement.  In the event a term is separately defined in an
individual Award Agreement, such definition shall supercede the definition
contained in this Section 2.

(a) "Administrator" means the Board or any of the Committees
appointed to administer the Plan.

(b) "Affiliate" and "Associate" shall have
the respective meanings ascribed to such terms in Rule 12b-2 promulgated
under the Exchange Act.

(c) "Applicable Laws" means the legal requirements relating
to the Plan and the Awards under applicable provisions of federal securities
laws, state corporate and securities laws, the Code, the rules of any applicable
stock exchange or national market system, and the rules of any non-U.S.
jurisdiction applicable to Awards granted to residents therein.

(d) "Assumed" means that pursuant to a Corporate Transaction
either (i) the Award is expressly affirmed by the Company or (ii) the
contractual obligations represented by the Award are expressly assumed (and not
simply by operation of law) by the successor entity or its Parent in connection
with the Corporate Transaction with appropriate adjustments to the number and
type of securities of the successor entity or its Parent subject to the Award
and the exercise or purchase price thereof which preserves the compensation
element of the Award existing at the time of the Corporate Transaction as
determined in accordance with the instruments evidencing the agreement to assume
the Award.

(e) "Award" means the grant of an Option, SAR, Dividend
Equivalent Right, Restricted Stock, Restricted Stock Unit or other right or
benefit under the Plan.

(f) "Award Agreement" means the written agreement evidencing
the grant of an Award executed by the Company and the Grantee, including any
amendments thereto.

(g) "Board" means the Board of Directors of the Company.

(h) "Cause" means, with respect to the termination by the
Company or a Related Entity of the Grantee's Continuous Service, that such
termination is for "Cause" as such term is expressly defined in a
then-effective written agreement between the Grantee and the Company or such
Related Entity, or in the absence of such then-effective written agreement and
definition, is based on, in the determination of the Administrator, the
Grantee's:  (i) performance of any act or failure to perform any act in bad
faith and to the detriment of the Company or a Related Entity;
(ii) dishonesty, intentional misconduct or material breach of any agreement
with the Company or a Related Entity; or (iii) commission of a crime
involving dishonesty, breach of trust, or physical or emotional harm to any
person.

(i) "Change in Control"means a change in ownership
or control of the Company effected through either of the following
transactions:

(i) the direct or indirect acquisition by any person or related group of
persons (other than an acquisition from or by the Company or by a Company-
sponsored employee benefit plan or by a person that directly or indirectly
controls, is controlled by, or is under common control with, the Company) of
beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act)
of securities possessing more than fifty percent (50%) of the total combined
voting power of the Company's outstanding securities pursuant to a tender or
exchange offer made directly to the Company's stockholders which a majority of
the Continuing Directors who are not Affiliates or Associates of the offeror do
not recommend such stockholders accept, or

(ii) a change in the composition of the Board over a period of thirty-six
(36) months or less such that a majority of the Board members (rounded up to the
next whole number) ceases, by reason of one or more contested elections for
Board membership, to be comprised of individuals who are Continuing
Directors.

(j) "Code" means the Internal Revenue Code of 1986, as
amended.

(k) "Committee" means any committee composed of members of
the Board appointed by the Board to administer the Plan.

(l) "Common Stock" means the common stock of the
Company.

(m) "Company" means Essex Property Trust, Inc.,aMarylandcorporation.

(n) "Consultant" means any person (other than an Employee or
a Director, solely with respect to rendering services in such person's capacity
as a Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.

(o) "Continuing Directors" means members of the Board who
either (i) have been Board members continuously for a period of at least
thirty-six (36) months or (ii) have been Board members for less than
thirty-six (36) months and were elected or nominated for election as Board
members by at least a majority of the Board members described in clause (i)
who were still in office at the time such election or nomination was approved by
the Board.

(p) "Continuous Service" means that the provision of
services to the Company or a Related Entity in any capacity of Employee,
Director or Consultant is not interrupted or terminated.  In jurisdictions
requiring notice in advance of an effective termination as an Employee, Director
or Consultant, Continuous Service shall be deemed terminated upon the actual
cessation of providing services to the Company or a Related Entity
notwithstanding any required notice period that must be fulfilled before a
termination as an Employee, Director or Consultant can be effective under
Applicable Laws.  A Grantee's Continuous Service shall be deemed to have
terminated either upon an actual termination of Continuous Service or upon the
entity for which the Grantee provides services ceasing to be a Related Entity.
Continuous Service shall not be considered interrupted in the case of
(i) any approved leave of absence, (ii) transfers among the Company,
any Related Entity, or any successor, in any capacity of Employee, Director or
Consultant, or (iii) any change in status as long as the individual remains
in the service of the Company or a Related Entity in any capacity of Employee,
Director or Consultant (except as otherwise provided in the Award Agreement).
An approved leave of absence shall include sick leave, military leave, or any
other authorized personal leave.  For purposes of each Incentive Stock Option
granted under the Plan, if such leave exceeds ninety (90) days, and reemployment
upon expiration of such leave is not guaranteed by statute or contract, then the
Incentive Stock Option shall be treated as a Non-Qualified Stock Option on the
day three (3) months and one (1) day following the expiration of such
ninety (90) day period.

(q) "Corporate Transaction" means any of the following
transactions, provided, however, that the Administrator shall determine under
parts (iv) and (v) whether multiple transactions are related, and its
determination shall be final, binding and conclusive:

(i) a merger or consolidation in which the Company is
not the surviving entity, except for a transaction the principal purpose of
which is to change the state in which the Company is incorporated;

(ii) the sale, transfer or other disposition of all
or substantially all of the assets of the Company;

(iii) the complete liquidation or dissolution of the
Company;

(iv) any reverse merger or series of related
transactions culminating in a reverse merger (including, but not limited to, a
tender offer followed by a reverse merger) in which the Company is the surviving
entity but (A) the shares of Common Stock outstanding immediately prior to
such merger are converted or exchanged by virtue of the merger into other
property, whether in the form of securities, cash or otherwise, or (B) in
which securities possessing more than forty percent (40%) of the total combined
voting power of the Company's outstanding securities are transferred to a person
or persons different from those who held such securities immediately prior to
such merger or the initial transaction culminating in such merger, but excluding
any such transaction or series of related transactions that the Administrator
determines shall not be a Corporate Transaction; or

(v) acquisition in a single or series of related
transactions by any person or related group of persons (other than the Company
or by a Company-sponsored employee benefit plan) of beneficial ownership (within
the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more
than fifty percent (50%) of the total combined voting power of the Company's
outstanding securities but excluding any such transaction or series of related
transactions that the Administrator determines shall not be a Corporate
Transaction.

(r) "Covered Employee" means an Employee who is a
"covered employee" under Section 162(m)(3) of the Code.

(s) "Director" means a member of the Board or the board of
directors of any Related Entity.

(t) "Disability" means as defined under the long-term
disability policy of the Company or the Related Entity to which the Grantee
provides services regardless of whether the Grantee is covered by such policy.
If the Company or the Related Entity to which the Grantee provides service does
not have a long-term disability plan in place, "Disability" means that
a Grantee is unable to carry out the responsibilities and functions of the
position held by the Grantee by reason of any medically determinable physical or
mental impairment for a period of not less than ninety (90) consecutive days.  A
Grantee will not be considered to have incurred a Disability unless he or she
furnishes proof of such impairment sufficient to satisfy the Administrator in
its discretion.

(u) "Dividend Equivalent Right" means a right entitling the
Grantee to compensation (paid solely in cash) measured by dividends paid with
respect to Common Stock.

(v) "Employee" means any person, including an Officer or
Director, who is in the employ of the Company or any Related Entity, subject to
the control and direction of the Company or any Related Entity as to both the
work to be performed and the manner and method of performance.  The payment of a
director's fee by the Company or a Related Entity shall not be sufficient to
constitute "employment" by the Company.

(w) "Exchange Act" means the Securities Exchange Act of
1934, as amended.

(x) "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:

(i) If the Common Stock is listed on one or more established stock exchanges
or national market systems, including without limitation The Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market
Value shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on the principal exchange or system on which the
Common Stock is listed (as determined by the Administrator) on the date of
determination (or, if no closing sales price or closing bid was reported on that
date, as applicable, on the last trading date such closing sales price or
closing bid was reported), as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted on an automated quotation system
(including the OTC Bulletin Board) or by a recognized securities dealer, its
Fair Market Value shall be the closing sales price for such stock as quoted on
such system on the date of determination, but if selling prices are not
reported, the Fair Market Value of a share of Common Stock shall be the mean
between the high bid and low asked prices for the Common Stock on the date of
determination (or, if no such prices were reported on that date, on the last
date such prices were reported), as reported in The Wall Street Journal or such
other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock of the
type described in (i) and (ii), above, the Fair Market Value thereof shall be
determined by the Administrator in good faith.

(y) "Grantee" means an Employee, Director or Consultant who
receives an Award under the Plan.

(z) "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of
the Code

(aa) "Non-Qualified Stock Option" means an Option not
intended to qualify as an Incentive Stock Option.

(bb) "Officer" means a person who is an officer of the
Company or a Related Entity within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder.

(cc) "Option" means an option to purchase Shares pursuant to
an Award Agreement granted under the Plan.

(dd) "Parent" means a "parent corporation",
whether now or hereafter existing, as defined in Section 424(e) of the
Code.

(ee) "Performance-Based Compensation" means compensation
qualifying as "performance-based compensation" under
Section 162(m) of the Code.

(ff) "Plan" means this 2004 Stock Incentive Plan.

(gg) "Related Entity" means any Parent or Subsidiary of the
Company and any business, corporation, partnership, limited liability company or
other entity in which the Company or a Parent or a Subsidiary of the Company
holds a substantial ownership interest, directly or indirectly.

(hh) "Replaced" means that pursuant to a Corporate
Transaction the Award is replaced with a comparable stock award or a cash
incentive program of the Company, the successor entity (if applicable) or Parent
of either of them which preserves the compensation element of such Award
existing at the time of the Corporate Transaction and provides for subsequent
payout in accordance with the same (or a more favorable) vesting schedule
applicable to such Award.  The determination of Award comparability shall be
made by the Administrator and its determination shall be final, binding and
conclusive.

(ii) "Restricted Stock" means Shares issued under the Plan
to the Grantee for such consideration, if any, and subject to such restrictions
on transfer, rights of first refusal, repurchase provisions, forfeiture
provisions, and other terms and conditions as established by the Administrator.

(jj) "Restricted Stock Units" means an Award which may be
earned in whole or in part upon the passage of time or the attainment of
performance criteria established by the Administrator and which may be settled
for cash, Shares or other securities or a combination of cash, Shares or other
securities as established by the Administrator.

(kk) "Rule 16b-3" means Rule 16b-3 promulgated
under the Exchange Act or any successor thereto.

(ll) "SAR" means a stock appreciation right entitling the
Grantee to Shares or cash compensation, as established by the Administrator,
measured by appreciation in the value of Common Stock.

(mm) "Share" means a share of the Common Stock.

(nn) "Subsidiary" means a "subsidiary
corporation", whether now or hereafter existing, as defined in
Section 424(f) of the Code.

3. Stock Subject to the Plan.

(a) Subject to the provisions of Section 0, below, the maximum aggregate
number of Shares which may be issued pursuant to all Awards (including Incentive
Stock Options) is 1,200,000 Shares.  Notwithstanding the foregoing, the maximum
aggregate number of Shares which may be issued pursuant to Awards (other than
SARs and Options) is 300,000 Shares.  In addition, Dividend Equivalent Rights
shall be payable solely in cash and therefore the issuance of Dividend
Equivalent Rights shall not be deemed to reduce the maximum aggregate number of
Shares which may be issued under the Plan.  The Shares to be issued pursuant to
Awards may be authorized, but unissued, or reacquired Common Stock.

(b) Any Shares covered by an Award (or portion of an Award) which is
forfeited, canceled or expires (whether voluntarily or involuntarily) shall be
deemed not to have been issued for purposes of determining the maximum aggregate
number of Shares which may be issued under the Plan.  Shares that actually have
been issued under the Plan pursuant to an Award shall not be returned to the
Plan and shall not become available for future issuance under the Plan, except
that if unvested Shares are forfeited, or repurchased by the Company at the
lower of their original purchase price or their Fair Market Value at the time of
repurchase, such Shares shall become available for future grant under the Plan.
To the extent not prohibited by Section 422(b)(1) of the Code (and the
corresponding regulations thereunder) and Applicable Law, any Shares covered by
an Option which are surrendered (i) in payment of the Option exercise price
or (ii) in satisfaction of tax withholding obligations incident to the
exercise of the Option shall be deemed not to have been issued for purposes of
determining the maximum aggregate number of Shares which may be issued under the
Plan, unless otherwise determined by the Administrator.

4. Administration of the Plan.

(a) Plan Administrator.

(i) Administration with Respect to Directors and Officers.  With
respect to grants of Awards to Directors or Employees who are also Officers or
Directors of the Company, the Plan shall be administered by (A) the Board
or (B) a Committee designated by the Board, which Committee shall be
constituted in such a manner as to satisfy the Applicable Laws and to permit
such grants and related transactions under the Plan to be exempt from
Section 16(b) of the Exchange Act in accordance with Rule 16b-3.  Once
appointed, such Committee shall continue to serve in its designated capacity
until otherwise directed by the Board.

(ii) Administration With Respect to Consultants and Other Employees.
With respect to grants of Awards to Employees or Consultants who are neither
Directors nor Officers of the Company, the Plan shall be administered by (A) the
Board or (B) a Committee designated by the Board, which Committee shall be
constituted in such a manner as to satisfy the Applicable Laws.  Once appointed,
such Committee shall continue to serve in its designated capacity until
otherwise directed by the Board.  The Board may authorize one or more Officers
to grant such Awards and may limit such authority as the Board determines from
time to time.

(iii) AdministrationWith Respect to Covered Employees.
Notwithstanding the foregoing, grants of Awards to any Covered Employee intended
to qualify as Performance-Based Compensation shall be made only by a Committee
(or subcommittee of a Committee) which is comprised solely of two or more
Directors eligible to serve on a committee making Awards qualifying as
Performance-Based Compensation.  In the case of such Awards granted to Covered
Employees, references to the "Administrator" or to a
"Committee" shall be deemed to be references to such Committee or
subcommittee.

(iv) Administration Errors.  In the event an Award is granted in a
manner inconsistent with the provisions of this subsection (a), such Award
shall be presumptively valid as of its grant date to the extent permitted by the
Applicable Laws.

(b) Powers of the Administrator.  Subject to Applicable Laws and the
provisions of the Plan (including any other powers given to the Administrator
hereunder), and except as otherwise provided by the Board, the Administrator
shall have the authority, in its discretion:

(i) to select the Employees, Directors and Consultants to whom Awards may be
granted from time to time hereunder;

(ii) to determine whether and to what extent Awards are granted
hereunder;

(iii) to determine the number of Shares or the amount of other consideration
to be covered by each Award granted hereunder;

(iv) to approve forms of Award Agreements for use under the Plan;

(v) to determine the terms and conditions of any Award granted hereunder;

(vi) to amend the terms of any outstanding Award granted under the Plan,
provided that (A) any amendment that would adversely affect the Grantee's
rights under an outstanding Award shall not be made without the Grantee's
written consent, (B) the reduction of the exercise price of any Option awarded
under the Plan shall be subject to stockholder approval and (C) canceling
an Option at a time when its exercise price exceeds the Fair Market Value of the
underlying Shares, in exchange for another Option, Restricted Stock, or other
Award shall be subject to stockholder approval, unless the cancellation and
exchange occurs in connection with a Corporate Transaction;

(vii) to construe and interpret the terms of the Plan and Awards, including
without limitation, any notice of award or Award Agreement, granted pursuant to
thePlan;

(viii) to grant Awards to Employees, Directors and Consultants employed
outside the United States on such terms and conditions different from those
specified in the Plan as may, in the judgment of the Administrator, be necessary
or desirable to further the purpose of the Plan; and

(ix) to take such other action, not inconsistent with the terms of the Plan,
as the Administrator deems appropriate.

(c) Indemnification. In addition to such other rights of
indemnification as they may have as members of the Board or as Officers or
Employees of the Company or a Related Entity, members of the Board and any
Officers or Employees of the Company or a Related Entity to whom authority to
act for the Board, the Administrator or the Company is delegated shall be
defended and indemnified by the Company to the extent permitted by law on an
after-tax basis against all reasonable expenses, including attorneys' fees,
actually and necessarily incurred in connection with the defense of any claim,
investigation, action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan, or any Award
granted hereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by the Company) or paid by them in
satisfaction of a judgment in any such claim, investigation, action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such claim, investigation, action, suit or proceeding that such person is liable
for gross negligence, bad faith or intentional misconduct; provided, however,
that within thirty (30) days after the institution of such claim, investigation,
action, suit or proceeding, such person shall offer to the Company, in writing,
the opportunity at the Company's expense to defend the same.

5. Eligibility.  Awards other than Incentive Stock Options may be
granted to Employees, Directors and Consultants.  Incentive Stock Options may be
granted only to Employees of the Company or a Parent or a Subsidiary of the
Company.  An Employee, Director or Consultant who has been granted an Award may,
if otherwise eligible, be granted additional Awards.  Awards may be granted to
such Employees, Directors or Consultants who are residing in non-U.S.
jurisdictions as the Administrator may determine from time to time.

6. Terms and Conditions of Awards.

(a) Types of Awards. The Administrator is authorized under the Plan to
award any type of arrangement to an Employee, Director or Consultant that is not
inconsistent with the provisions of the Plan and that by its terms involves or
might involve the issuance of (i) Shares, (ii) cash or (iii) an
Option, a SAR, or similar right with a fixed or variable price related to the
Fair Market Value of the Shares and with an exercise or conversion privilege
related to the passage of time, the occurrence of one or more events, or the
satisfaction of performance criteria or other conditions.  Such awards include,
without limitation, Options, SARs, sales or bonuses of Restricted Stock,
Restricted Stock Units or Dividend Equivalent Rights, and an Award may consist
of one such security or benefit, or two (2) or more of them in any
combination or alternative.

(b) Designation of Award.  Each Award shall be designated in the Award
Agreement.  In the case of an Option, the Option shall be designated as either
an Incentive Stock Option or a Non-Qualified Stock Option.  However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of Shares subject to Options designated as Incentive Stock Options which
become exercisable for the first time by a Grantee during any calendar year
(under all plans of the Company or any Parent or Subsidiary of the Company)
exceeds $100,000, such excess Options, to the extent of the Shares covered
thereby in excess of the foregoing limitation, shall be treated as Non-Qualified
Stock Options.  For this purpose, Incentive Stock Options shall be taken into
account in the order in which they were granted, and the Fair Market Value of
the Shares shall be determined as of the grant date of the relevant Option.

(c) Conditions of Award.  Subject to the terms of the Plan, the
Administrator shall determine the provisions, terms, and conditions of each
Award including, but not limited to, the Award vesting schedule, repurchase
provisions, rights of first refusal, forfeiture provisions, form of payment
(cash, Shares, or other consideration) upon settlement of the Award, payment
contingencies, and satisfaction of any performance criteria.  The performance
criteria established by the Administrator may be based on any one of, or
combination of, the following: (i) increase in share price, (ii) earnings per
share, (iii) total stockholder return, (iv) operating margin, (v) gross margin,
(vi) return on equity, (vii) return on assets, (viii) return on investment, (ix)
operating income, (x) net operating income, (xi) pre-tax profit, (xii) cash
flow, (xiii) revenue, (xiv) expenses, (xv) earnings before interest, taxes and
depreciation, (xvi) economic value added, (xvii) market share, (xviii) personal
management objectives, and (xix) other measures of performance selected by the
Administrator.  Partial achievement of the specified criteria may result in a
payment or vesting corresponding to the degree of achievement as specified in
the Award Agreement.

(d) Acquisitions and Other Transactions.  The
Administrator may issue Awards under the Plan in settlement, assumption or
substitution for, outstanding awards or obligations to grant future awards in
connection with the Company or a Related Entity acquiring another entity, an
interest in another entity or an additional interest in a Related Entity whether
by merger, stock purchase, asset purchase or other form of transaction.

(e) Deferral of Award Payment.  The Administrator may establish one or
more programs under the Plan to permit selected Grantees the opportunity to
elect to defer receipt of consideration upon exercise of an Award, satisfaction
of performance criteria, or other event that absent the election would entitle
the Grantee to payment or receipt of Shares or other consideration under an
Award.  The Administrator may establish the election procedures, the timing of
such elections, the mechanisms for payments of, and accrual of interest or other
earnings, if any, on amounts, Shares or other consideration so deferred, and
such other terms, conditions, rules and procedures that the Administrator deems
advisable for the administration of any such deferral program.

(f) Separate Programs.  The Administrator may establish one or more
separate programs under the Plan for the purpose of issuing particular forms of
Awards to one or more classes of Grantees on such terms and conditions as
determined by the Administrator from time to time.

(g) Individual Limitations on Awards.

(i) Individual Limit for Options and SARs.  The maximum number of
Shares with respect to which Options and SARs may be granted to any Grantee in
any calendar year shall be 200,000 Shares.  In connection with a Grantee's
commencement of Continuous Service, a Grantee may be granted Options or SARs for
up to an additional 100,000 Shares which shall not count against the limit set
forth in the previous sentence.  The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization
pursuant to Section 0, below.  To the extent required by
Section 162(m) of the Code or the regulations thereunder, in applying the
foregoing limitations with respect to a Grantee, if any Option or SAR is
canceled, the canceled Option or SAR shall continue to count against the maximum
number of Shares with respect to which Options and SARs may be granted to the
Grantee.  For this purpose, the repricing of an Option (or in the case of a SAR,
the base amount on which the stock appreciation is calculated is reduced to
reflect a reduction in the Fair Market Value of the Common Stock) shall be
treated as the cancellation of the existing Option or SAR and the grant of a new
Option or SAR.

(ii) Individual Limit for Restricted Stock and Restricted Stock Units.
For awards of Restricted Stock and Restricted Stock Units that are intended to
be Performance-Based Compensation, the maximum number of Shares with respect to
which such Awards may be granted to any Grantee in any calendar year shall be
100,000 Shares.  The foregoing limitation shall be adjusted proportionately in
connection with any change in the Company's capitalization pursuant to
Section 0, below.

(iii) Deferral. If the vesting or receipt of Shares under an Award is
deferred to a later date, any amount (whether denominated in Shares or cash)
paid in addition to the original number of Shares subject to such Award will not
be treated as an increase in the number of Shares subject to the Award if the
additional amount is based either on a reasonable rate of interest or on one or
more predetermined actual investments such that the amount payable by the
Company at the later date will be based on the actual rate of return of a
specific investment (including any decrease as well as any increase in the value
of an investment).

(h) Term of Award.  The term of each Award shall be no more than
ten (10) years from the date of grant thereof (excluding any period for
which the Grantee has elected to defer the receipt of the Shares or cash
issuable pursuant to the Award). In the case of an Incentive Stock
Option granted to a Grantee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes
of stock of the Company or any Parent or Subsidiary of the Company, the term of
the Incentive Stock Option shall be five (5) years from the date of grant
thereof or such shorter term as may be provided in the Award Agreement
(excluding any period for which the Grantee has elected to defer the receipt of
the Shares issuable pursuant to the Incentive Stock Option).

(i) Transferability of Awards.  Incentive Stock Options may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Grantee, only by the Grantee.  Other
Awards shall be transferable by will and by the laws of descent and distribution
and, during the lifetime of the Grantee, to the extent and in the manner
determined by the Administrator.  Notwithstanding the foregoing, the Grantee may
designate a beneficiary of the Grantee's Award in the event of the Grantee's
death on a beneficiary designation form provided by the Administrator.

(j) Time of Granting Awards.  The date of grant of an Award shall for
all purposes be the date on which the Administrator makes the determination to
grant such Award, or such other date as is determined by the Administrator.

7. Award Exercise or Purchase Price, Consideration
and Taxes.

(a) Exercise or Purchase Price.  The exercise
or purchase price, if any, for an Award shall be as follows:

(i) In the case of an Incentive Stock Option:

(A) granted to an Employee who, at the time of the grant of such Incentive
Stock Option owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary of the
Company, the per Share exercise price shall be not less than one hundred ten
percent (110%) of the Fair Market Value per Share on the date of grant; or

(B) granted to any Employee other than an Employee described in the preceding
paragraph, the per Share exercise price shall be not less than one hundred
percent (100%) of the Fair Market Value per Share on the date of
grant.

(ii) In the case of a Non-Qualified Stock Option, the per Share exercise
price shall be not less than one hundred percent (100%) of the Fair Market Value
per Share on the date of grant.

(iii) In the case of a SAR, the base amount on which the stock appreciation
is calculated shall be not less than one hundred percent (100%) of the Fair
Market Value per Share on the date of grant.

(iv) In the case of Awards intended to qualify as Performance-Based
Compensation, the exercise or purchase price shall be not less than one hundred
percent (100%) of the Fair Market Value per Share on the date of grant.

(v) In the case of other Awards, such price as is determined by the
Administrator.

(vi) Notwithstanding the foregoing provisions of this Section 00, in the
case of an Award issued pursuant to Section 0, above, the exercise or
purchase price for the Award shall be determined in accordance with the
provisions of the relevant instrument evidencing the agreement to issue such
Award.

(b) Consideration.  Subject to Applicable Laws, the consideration to
be paid for the Shares to be issued upon exercise or purchase of an Award
including the method of payment, shall be determined by the Administrator (and,
in the case of an Incentive Stock Option, shall be determined at the time of
grant).  In addition to any other types of consideration the Administrator may
determine, the Administrator is authorized to accept as consideration for Shares
issued under the Plan the following:

(i) cash;

(ii) check;

(iii) surrender of Shares or delivery of a properly executed form of
attestation of ownership of Shares as the Administrator may require which have a
Fair Market Value on the date of surrender or attestation equal to the aggregate
exercise price of the Shares as to which said Award shall be exercised,
provided, however, that Shares acquired under the Plan or any other equity
compensation plan or agreement of the Company must have been held by the Grantee
for a period of more than six (6) months (and not used for another option
exercise by attestation during such period);

(iv) with respect to Options, payment through a
broker-dealer sale and remittance procedure pursuant to which the Grantee
(A) shall provide written instructions to a Company designated brokerage
firm to effect the immediate sale of some or all of the purchased Shares and
remit to the Company sufficient funds to cover the aggregate exercise price
payable for the purchased Shares and (B) shall provide written directives
to the Company to deliver the certificates for the purchased Shares directly to
such brokerage firm in order to complete the sale transaction; or

(v) any combination of the foregoing methods of payment.

The Administrator may at any time or from time to time, by adoption of or by
amendment to the standard forms of Award Agreement described in
Section 4(b)(iv), or by other means, grant Awards which do not permit all
of the foregoing forms of consideration to be used in payment for the Shares or
which otherwise restrict one or more forms of consideration.

(c) Taxes.  No Shares shall be delivered under the Plan to any Grantee
or other person until such Grantee or other person has made arrangements
acceptable to the Administrator for the satisfaction of any United States
federal, state, local or non-U.S. income and employment tax withholding
obligations, including, without limitation, obligations incident to the receipt
of Shares or the disqualifying disposition of Shares received on exercise of an
Incentive Stock Option.  Upon exercise of an Award the Company shall withhold or
collect from Grantee an amount sufficient to satisfy such tax obligations.

8. Exercise of Award.

(a) Procedure for Exercise; Rights as a Stockholder.

(i) Any Award granted hereunder shall be exercisable at such times and under
such conditions as determined by the Administrator under the terms of the Plan
and specified in the Award Agreement.

(ii) An Award shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the Award
by the person entitled to exercise the Award and full payment for the Shares
with respect to which the Award is exercised, including, to the extent selected,
use of the broker-dealer sale and remittance procedure to pay the purchase price
as provided in Section 0.

(b) Exercise of Award Following Termination of Continuous
Service.

(i) An Award may not be exercised after the termination date of such Award
set forth in the Award Agreement and may be exercised following the termination
of a Grantee's Continuous Service only to the extent provided in the Award
Agreement.

(ii) Where the Award Agreement permits a Grantee to exercise an Award
following the termination of the Grantee's Continuous Service for a specified
period, the Award shall terminate to the extent not exercised on the last day of
the specified period or the last day of the original term of the Award,
whichever occurs first.

(iii) Any Award designated as an Incentive Stock Option to the extent not
exercised within the time permitted by law for the exercise of Incentive Stock
Options following the termination of a Grantee's Continuous Service shall
convert automatically to a Non-Qualified Stock Option and thereafter shall be
exercisable as such to the extent exercisable by its terms for the period
specified in the Award Agreement.

9. Conditions Upon Issuance of Shares.

(a) Shares shall not be issued pursuant to the exercise of an Award unless
the exercise of such Award and the issuance and delivery of such Shares pursuant
thereto shall comply with all Applicable Laws, and shall be further subject to
the approval of counsel for the Company with respect to such compliance.

(b) As a condition to the exercise of an Award, the Company may require the
person exercising such Award to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any Applicable
Laws.

10. Adjustments Upon Changes in
Capitalization.  Subject to any required action by the stockholders of the
Company, the number of Shares covered by each outstanding Award, and the number
of Shares which have been authorized for issuance under the Plan but as to which
no Awards have yet been granted or which have been returned to the Plan, the
exercise or purchase price of each such outstanding Award, the maximum number of
Shares with respect to which Awards may be granted to any Grantee in any
calendar year, as well as any other terms that the Administrator determines
require adjustment shall be proportionately adjusted for (i) any increase
or decrease in the number of issued Shares resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Shares, or
similar transaction affecting the Shares, (ii) any other increase or
decrease in the number of issued Shares effected without receipt of
consideration by the Company, or (iii) as the Administrator may determine
in its discretion, any other transaction with respect to Common Stock including
a corporate merger, consolidation, acquisition of property or stock, separation
(including a spin-off or other distribution of stock or property),
reorganization, liquidation (whether partial or complete) or any similar
transaction; provided, however that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration."  Such adjustment shall be made by the Administrator and its
determination shall be final, binding and conclusive.  Except as the
Administrator determines, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason hereof shall be made with respect to, the
number or price of Shares subject to an Award.

11. Corporate Transactions and Changes in
Control.

(a) Termination of Award to Extent Not Assumed in Corporate
Transaction.  Effective upon the consummation of a Corporate Transaction,
all outstanding Awards under the Plan shall terminate.  However, all such Awards
shall not terminate to the extent they are Assumed in connection with the
Corporate Transaction.

(b) Acceleration of Award Upon Corporate
Transaction or Change in Control.

(i) Corporate Transaction.  Except as provided otherwise in an
individual Award Agreement, in the event of a Corporate Transaction and
irrespective of whether the Award is Assumed or Replaced, each Award which is at
the time outstanding under the Plan automatically shall become fully vested and
exercisable and be released from any repurchase or forfeiture rights (other than
repurchase rights exercisable at Fair Market Value), immediately prior to the
specified effective date of such Corporate Transaction, for all of the Shares at
the time represented by such Award, provided that the Grantee's Continuous
Service has not terminated prior to such date.

(i) Change in Control.  In the event of a Change in Control (other
than a Change in Control which also is a Corporate Transaction), each Award
which is at the time outstanding under the Plan automatically shall become fully
vested and exercisable and be released from any repurchase or forfeiture rights
(other than repurchase rights exercisable at Fair Market Value), immediately
prior to the specified effective date of such Change in Control, for all of the
Shares at the time represented by such Award, provided that the Grantee's
Continuous Service has not terminated prior to such date.

(ii) Discretion of Administrator.  Notwithstanding the foregoing, the
Administrator, in its discretion, may prevent the acceleration of vesting and
release from any restrictions on transfer and repurchase or forfeiture rights of
any outstanding Award with respect to any Corporate Transaction or Change in
Control.

(c) Effect of Acceleration on Incentive Stock Options.  Any Incentive
Stock Option accelerated under this Section 0 in connection with a
Corporate Transaction or Change in Control shall remain exercisable as an
Incentive Stock Option under the Code only to the extent the $100,000 dollar
limitation of Section 422(d) of the Code is not exceeded.  To the extent
such dollar limitation is exceeded, the excess Options shall be treated as Non-
Qualified Stock Options.

12. Effective Date and Term of Plan.  The Plan
shall become effective upon its approval by the stockholders of the Company.  It
shall continue in effect for a term of ten (10) years unless sooner terminated.
Subject to Applicable Laws, Awards may be granted under the Plan upon its
becoming effective.

13. Amendment, Suspension or Termination of the Plan.

(a) The Board may at any time amend, suspend or terminate the Plan; provided,
however, that no such amendment shall be made without the approval of the
Company's stockholders to the extent such approval is required by Applicable
Laws, or if such amendment would change any of the provisions of
Section 4(b)(vi) or this Section 13(a).

(b) No Award may be granted during any suspension of the Plan or after
termination of the Plan.

(c) No suspension or termination of the Plan (including termination of the
Plan under Section 0, above) shall adversely affect any rights under Awards
already granted to a Grantee.

14. Reservation of Shares.

(a) The Company, during the term of the Plan, will at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

(b) The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been
obtained.

15. No Effect on Terms of Employment/Consulting Relationship.  The
Plan shall not confer upon any Grantee any right with respect to the Grantee's
Continuous Service, nor shall it interfere in any way with his or her right or
the right of the Company or any Related Entity to terminate the Grantee's
Continuous Service at any time, with or without Cause, and with or without
notice.  The ability of the Company or any Related Entity to terminate the
employment of a Grantee who is employed at will is in no way affected by its
determination that the Grantee's Continuous Service has been terminated for
Cause for the purposes of this Plan.

16. No Effect on Retirement and Other Benefit Plans.  Except as
specifically provided in a retirement or other benefit plan of the Company or a
Related Entity, Awards shall not be deemed compensation for purposes of
computing benefits or contributions under any retirement plan of the Company or
a Related Entity, and shall not affect any benefits under any other benefit plan
of any kind or any benefit plan subsequently instituted under which the
availability or amount of benefits is related to level of compensation.  The
Plan is not a "Retirement Plan" or "Welfare Plan" under the
Employee Retirement Income Security Act of 1974, as amended.

17. Unfunded Obligation.  Grantees shall have the status of general
unsecured creditors of the Company.  Any amounts payable to Grantees pursuant to
the Plan shall be unfunded and unsecured obligations for all purposes,
including, without limitation, Title I of the Employee Retirement Income
Security Act of 1974, as amended.  Neither the Company nor any Related Entity
shall be required to segregate any monies from its general funds, or to create
any trusts, or establish any special accounts with respect to such obligations.
The Company shall retain at all times beneficial ownership of any investments,
including trust investments, which the Company may make to fulfill its payment
obligations hereunder.  Any investments or the creation or maintenance of any
trust or any Grantee account shall not create or constitute a trust or fiduciary
relationship between the Administrator, the Company or any Related Entity and a
Grantee, or otherwise create any vested or beneficial interest in any Grantee or
the Grantee's creditors in any assets of the Company or a Related Entity. The
Grantees shall have no claim against the Company or any Related Entity for any
changes in the value of any assets that may be invested or reinvested by the
Company with respect to the Plan.

18. Construction.  Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any
provision of the Plan.  Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the singular.
Use of the term "or" is not intended to be exclusive, unless the
context clearly requires otherwise.





ESSEX PROPERTY TRUST, INC. 2004 STOCK INCENTIVE PLAN

NOTICE OF STOCK OPTION AWARD

|Grantee's Name and Address: | _______________________________________
|--------------------------- | ---------------------------------------
|                            | _______________________________________
|                            | _______________________________________



You (the "Grantee") have been granted an option to purchase shares
of Common Stock, subject to the terms and conditions of this Notice of Stock
Option Award (the "Notice"), the Essex Property Trust, Inc. 2004 Stock
Incentive Plan, as amended from time to time (the "Plan") and the
Stock Option Award Agreement (the "Option Agreement") attached hereto,
as follows.  Unless otherwise defined herein, the terms defined in the Plan
shall have the same defined meanings in this Notice.

|Award Number                                                | _____________________________________
|----------------------------------------------------------- | -------------------------------------
|Date of Award                                               | _____________________________________
|Vesting Commencement Date                                   | _____________________________________
|Exercise Price per Share                                    | $____________________________________
|Total Number of Shares Subject
to the Option (the "Shares") | _____________________________________
|Total Exercise Price                                        | $____________________________________
|Type of Option                                              | _____ Incentive Stock Option         
|                                                            | _____ Non-Qualified Stock Option     
|Expiration Date                                             | _____________________________________

Post-Termination Exercise Period: Three (3) Months

Vesting Schedule:

Subject to the Grantee's Continuous Service and other limitations set forth
in this Notice, the Plan and the Option Agreement, the Option may be exercised,
in whole or in part, in accordance with the following schedule:

20% of the Shares subject to the Option shall vest twelve months after the
Vesting Commencement Date, and 1/60 of the Shares subject to the Option shall
vest on each monthly anniversary of the Vesting Commencement Date thereafter.

During any authorized leave of absence, the vesting of the Option as provided
in this schedule shall be suspended after the leave of absence exceeds a period
of ninety (90) days.  Vesting of the Option shall resume upon the Grantee's
termination of the leave of absence and return to service to the Company or a
Related Entity.  The Vesting Schedule of the Option shall be extended by the
length of the suspension.

In the event of the Grantee's change in status from Employee to Consultant or
from an Employee whose customary employment is 20 hours or more per week to
an Employee whose customary employment is fewer than 20 hours per week,
vesting of the Option shall continue only to the extent determined by the
Administrator as of such change in status.

In the event of termination of the Grantee's Continuous Service for Cause,
the Grantee's right to exercise the Option shall terminate concurrently with the
termination of the Grantee's Continuous Service, except as otherwise determined
by the Administrator.

IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and
agree that the Option is to be governed by the terms and conditions of this
Notice, the Plan, and the Option Agreement.

Essex Property Trust, Inc.,
a Maryland corporation

By: ____________________________________

Title: ___________________________________

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION
SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS
SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR
ACQUIRING SHARES HEREUNDER).  THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE
GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE'S
CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE'S RIGHT
OR THE RIGHT OF THE COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES
SERVICES TO TERMINATE THE GRANTEE'S CONTINUOUS SERVICE, WITH OR WITHOUT
CAUSE, AND WITH OR WITHOUT NOTICE.  THE GRANTEE ACKNOWLEDGES
THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO
THE CONTRARY, THE GRANTEE'S STATUS IS AT WILL.

The Grantee acknowledges receipt of a copy of the Plan and the Option
Agreement, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the Option subject to all of the terms
and provisions hereof and thereof.  The Grantee has reviewed this Notice, the
Plan, and the Option Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Notice, and fully
understands all provisions of this Notice, the Plan and the Option Agreement.
The Grantee hereby agrees that all questions of interpretation and
administration relating to this Notice, the Plan and the Option Agreement shall
be resolved by the Administrator in accordance with Section 13 of the
Option Agreement.  The Grantee further agrees to the venue selection and waiver
of a jury trial in accordance with Section 14 of the Option Agreement.  The
Grantee further agrees to notify the Company upon any change in the residence
address indicated in this Notice.

|Dated: ______________________________ | Signed: ______________________________
|------------------------------------- | --------------------------------------
|                                      | Grantee                               







Award Number:  ___________

ESSEX PROPERTY TRUST, INC.
2004 STOCK INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT

1. Grant of Option.  Essex Property Trust, Inc., a
Maryland corporation (the "Company"), hereby grants to the Grantee
(the "Grantee") named in the Notice of Stock Option Award (the
"Notice"), an option (the "Option") to purchase the Total
Number of Shares of Common Stock subject to the Option (the "Shares")
set forth in the Notice, at the Exercise Price per Share set forth in the Notice
(the "Exercise Price") subject to the terms and provisions of the
Notice, this Stock Option Award Agreement (the "Option Agreement") and
the Company's 2004StockIncentive Plan, as amended from time to
time (the "Plan"), which are incorporated herein by reference.  Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Option Agreement.

If designated in the Notice as an Incentive Stock Option, the Option is
intended to qualify as an Incentive Stock Option as defined in Section 422
of the Code.  However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of Shares subject to Options designated as Incentive
Stock Options which become exercisable for the first time by the Grantee during
any calendar year (under all plans of the Company or any Parent or Subsidiary of
the Company) exceeds $100,000, such excess Options, to the extent of the Shares
covered thereby in excess of the foregoing limitation, shall be treated as Non-
Qualified Stock Options.  For this purpose, Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the date the Option with respect
to such Shares is awarded.

2. Exercise of Option.

(a) Right to Exercise.  The Option shall be exercisable during its
term in accordance with the Vesting Schedule set out in the Notice and with the
applicable provisions of the Plan and this Option Agreement.  The Option shall
be subject to the provisions of Section0 of the Plan relating to
the exercisability or termination of the Option in the event of a Corporate
Transaction or Change in Control.  The Grantee shall be subject to reasonable
limitations on the number of requested exercises during any monthly or weekly
period as determined by the Administrator.  In no event shall the Company issue
fractional Shares.

(b) Method of Exercise.  The Option shall be exercisable by delivery
of an exercise notice (a form of which is attached as Exhibit A) or by such
other procedure as specified from time to time by the Administrator which shall
state the election to exercise the Option, the whole number of Shares in respect
of which the Option is being exercised, and such other provisions as may be
required by the Administrator.  The exercise notice shall be delivered in
person, by certified mail, or by such other method (including electronic
transmission) as determined from time to time by the Administrator to the
Company accompanied by payment of the Exercise Price.  The Option shall be
deemed to be exercised upon receipt by the Company of such notice accompanied by
the Exercise Price, which, to the extent selected, shall be deemed to be
satisfied by use of the broker-dealer sale and remittance procedure to pay the
Exercise Price provided in Section 0, below.

(c) Taxes.  No Shares will be delivered to the Grantee or other person
pursuant to the exercise of the Option until the Grantee or other person has
made arrangements acceptable to the Administrator for the satisfaction of
applicable income tax and employment tax withholding obligations, including,
without limitation, such other tax obligations of the Grantee incident to the
receipt of Shares or the disqualifying disposition of Shares received on
exercise of an Incentive Stock Option.  Upon exercise of the Option, the Company
or the Grantee's employer may offset or withhold (from any amount owed by the
Company or the Grantee's employer to the Grantee) or collect from the Grantee or
other person an amount sufficient to satisfy such tax withholding
obligations.

3. Method of Payment.  Payment of the Exercise Price shall be made by
any of the following, or a combination thereof, at the election of the Grantee;
provided, however, that such exercise method does not then violate any
Applicable Law:

(a) cash;

(b) check;

(c) surrender of Shares or delivery of a properly executed form of
attestation of ownership of Shares as the Administrator may require which have a
Fair Market Value on the date of surrender or attestation equal to the aggregate
Exercise Price of the Shares as to which the Option is being exercised,
provided, however, that Shares acquired under the Plan or any other equity
compensation plan or agreement of the Company must have been held by the Grantee
for a period of more than six (6) months (and not used for another option
exercise by attestation during such period); or

(d) payment through a broker-dealer sale and
remittance procedure pursuant to which the Grantee (i) shall provide written
instructions to a Company-designated brokerage firm to effect the immediate sale
of some or all of the purchased Shares and remit to the Company sufficient funds
to cover the aggregate exercise price payable for the purchased Shares and (ii)
shall provide written directives to the Company to deliver the certificates for
the purchased Shares directly to such brokerage firm in order to complete the
sale transaction.

4. Restrictions on Exercise.  The Option may not be exercised if the
issuance of the Shares subject to the Option upon suchexercise would
constitute a violation of any Applicable Laws.

5. Termination or Change of Continuous Service.  In the event the
Grantee's Continuous Service terminates, other than for Cause, the Grantee may,
but only during the Post-Termination Exercise Period, exercise the portion of
the Option that was vested at the date of such termination (the
"Termination Date").  In the event of termination of the Grantee's
Continuous Service for Cause, the Grantee's right to exercise the Option shall,
except as otherwise determined by the Administrator, terminate concurrently with
the termination of the Grantee's Continuous Service (also the "Termination
Date").  In no event, however, shall the Option be exercised later than the
Expiration Date set forth in the Notice.  In the event of the Grantee's change
in status from Employee, Director or Consultant to any other status of Employee,
Director or Consultant, the Option shall remain in effect and vesting of the
Option shall continue only to the extent determined by the Administrator as of
such change in status; provided, however, that with respect to any Incentive
Stock Option that shall remain in effect after a change in status from Employee
to Director or Consultant, such Incentive Stock Option shall cease to be treated
as an Incentive Stock Option and shall be treated as a Non-Qualified Stock
Option on the day three (3) months and one (1) day following such
change in status.  Except as provided in Sections 0 and 0 below, to the
extent that the Option was unvested on the Termination Date, or if the Grantee
does not exercise the vested portion of the Option within the Post-Termination
Exercise Period,the Option shall terminate.

6. Disability of Grantee.  In the event the
Grantee's Continuous Service terminates as a result of his or her Disability,
the Grantee may, but only within twelve (12) months from the Termination Date
(but in no event later than the Expiration Date), exercise the portion of the
Option that was vested on the Termination Date; provided, however, that if such
Disability is not a "disability" as such term is defined in
Section 22(e)(3) of the Code and the Option is an Incentive Stock Option,
such Incentive Stock Option shall cease to be treated as an Incentive Stock
Option and shall be treated as a Non-Qualified Stock Option on the day
three (3) months and one (1) day following the Termination Date.  To
the extent that the Option was unvested on the Termination Date, or if the
Grantee does not exercise the vested portion of the Option within the time
specified herein, the Option shall terminate.  Section 22(e)(3) of the
Code provides that an individual is permanently and totally disabled if he or
she is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months.

7. Death of Grantee.  In the event of the
termination of the Grantee's Continuous Service as a result of his or her death,
or in the event of the Grantee's death during the Post-Termination Exercise
Period or during the twelve (12) month period following the Grantee's
termination of Continuous Service as a result of his or her Disability, the
person who acquired the right to exercise the Option pursuant to Section 8
may exercise the portion of the Option that was vested at the date of
termination within twelve (12) months from the date of death (but in no
event later than the Expiration Date).  To the extent that the Option was
unvested on the date of death, or if the vested portion of the Option is not
exercised within the time specified herein, the Option shall terminate.

8. Transferability of Option.  The Option, if an Incentive Stock
Option, may not be transferred in any manner other than by will or by the laws
of descent and distribution and may be exercised during the lifetime of the
Grantee only by the Grantee.  The Option, if a Non-Qualified Stock Option, may
not be transferred in any manner other than by will or by the laws of descent
and distribution, provided, however, that a Non-Qualified Stock Option may be
transferred during the lifetime of the Grantee to the extent and in the manner
authorized by the Administrator.  Notwithstanding the foregoing, the Grantee may
designate one or more beneficiaries of the Grantee's Incentive Stock Option or
Non-Qualified Stock Option in the event of the Grantee's death on a beneficiary
designation form provided by the Administrator.  Following the death of the
Grantee, the Option, to the extent provided in Section 7, may be exercised
(a) by the person or persons designated under the deceased Grantee's
beneficiary designation or (b) in the absence of an effectively designated
beneficiary, by the Grantee's legal representative or by any person empowered to
do so under the deceased Grantee's will or under the then applicable laws of
descent and distribution.  The terms of the Option shall be binding upon the
executors, administrators, heirs, successors and transferees of the Grantee.

9. Term of Option.  The Option must be exercised no later than the
Expiration Date set forth in the Notice or such earlier date as otherwise
provided herein.  After the Expiration Date or such earlier date, the Option
shall be of no further force or effect and may not be exercised.

10. Tax Consequences.  Set forth below is a
brief summary as of the date of this Option Agreement of some of the federal tax
consequences of exercise of the Option and disposition of the Shares.  THIS
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT
TO CHANGE.  THE GRANTEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE
OPTION OR DISPOSING OF THE SHARES.

(a) Exercise of Incentive Stock Option.  If the Option qualifies as an
Incentive Stock Option, there will be no regular federal income tax liability
upon the exercise of the Option, although the excess, if any, of the Fair Market
Value of the Shares on the date of exercise over the Exercise Price will be
treated as income for purposes of the alternative minimum tax for federal tax
purposes and may subject the Grantee to the alternative minimum tax in the year
of exercise.  However, the Internal Revenue Service issued proposed regulations
which would subject the Grantee to withholding at the time the Grantee exercises
an Incentive Stock Option for Social Security and Medicare based upon the
excess, if any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price.  These proposed regulations are subject to further
modification by the Internal Revenue Service and, if adopted, would be effective
only for the exercise of an Incentive Stock Option that occurs two years after
the regulations are issued in final form.

(b) Exercise of Incentive Stock Option Following Disability.  If the
Grantee's Continuous Service terminates as a result of Disability that is not
permanent and total disability as such term is defined in Section 22(e)(3)
of the Code, to the extent permitted on the date of termination, the Grantee
must exercise an Incentive Stock Option within three (3) months of such
termination for the Incentive Stock Option to be qualified as an Incentive Stock
Option.  Section 22(e)(3) of the Code provides that an individual is
permanently and totally disabled if he or she is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than twelve (12)
months.

(c) Exercise of Non-Qualified Stock Option.  On exercise of a Non-
Qualified Stock Option, the Grantee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Shares on the date of exercise over the
Exercise Price.  If the Grantee is an Employee or a former Employee, the Company
will be required to withhold from the Grantee's compensation or collect from the
Grantee and pay to the applicable taxing authorities an amount in cash equal to
a percentage of this compensation income at the time of exercise, and may refuse
to honor the exercise and refuse to deliver Shares if such withholding amounts
are not delivered at the time of exercise.

(d) Disposition of Shares.  In the case of a Non-Qualified Stock
Option, if Shares are held for more than one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal
income tax purposes.  In the case of an Incentive Stock Option, if Shares
transferred pursuant to the Option are held for more than one year after receipt
of the Shares and are disposed more than two years after the Date of Award, any
gain realized on disposition of the Shares also will be treated as capital gain
for federal income tax purposes and subject to the same tax rates and holding
periods that apply to Shares acquired upon exercise of a Non-Qualified Stock
Option.  If Shares purchased under an Incentive Stock Option are disposed of
prior to the expiration of such one-year or two-year periods, any gain realized
on such disposition will be treated as compensation income (taxable at ordinary
income rates) to the extent of the difference between the Exercise Price and the
lesser of (i) the Fair Market Value of the Shares on the date of exercise,
or (ii) the sale price of the Shares.

11. Entire Agreement: Governing Law.  The
Notice, the Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Grantee
with respect to the subject matter hereof, and may not be modified adversely to
the Grantee's interest except by means of a writing signed by the Company and
the Grantee.  Nothing in the Notice, the Plan and this Option Agreement (except
as expressly provided therein) is intended to confer any rights or remedies on
any persons other than the parties.  The Notice, the Plan and this Option
Agreement are to be construed in accordance with and governed by the internal
laws of theState of California without giving effect to any choice of
law rule that would cause the application of the laws of any jurisdiction other
than the internal laws of the State of California to the rights and duties of
the parties.  Should any provision of the Notice, the Plan or this Option
Agreement be determined to be illegal or unenforceable, such provision shall be
enforced to the fullest extent allowed by law and the other provisions shall
nevertheless remain effective and shall remain enforceable.

12. Headings.  The captions used in the Notice and this Option
Agreement are inserted for convenience and shall not be deemed a part of the
Option for construction or interpretation.

13. Administration and Interpretation.  Any question or dispute
regarding the administration or interpretation of the Notice, the Plan or this
Option Agreement shall be submitted by the Grantee or by the Company to the
Administrator.  The resolution of such question or dispute by the Administrator
shall be final and binding on all persons.

14. Venue and Waiver of Jury Trial.  The parties agree that any suit,
action, or proceeding arising out of or relating to the Notice, the Plan or this
Option Agreement shall be brought in the United States District Court for the
Northern District of California (or should such court lack jurisdiction to hear
such action, suit or proceeding, in a California state court in the County of
Santa Clara) and that the parties shall submit to the jurisdiction of such
court.  The parties irrevocably waive, to the fullest extent permitted by law,
any objection the party may have to the laying of venue for any such suit,
action or proceeding brought in such court.  THE PARTIES ALSO EXPRESSLY WAIVE
ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR
PROCEEDING.  If any one or more provisions of this Section 14 shall for any
reason be held invalid or unenforceable, it is the specific intent of the
parties that such provisions shall be modified to the minimum extent necessary
to make it or its application valid and enforceable.

15. Notices.  Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery,
upon deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown in these instruments, or to such
other address as such party may designate in writing from time to time to the
other party.

END OF AGREEMENT





ESSEX PROPERTY TRUST,
INC. 2004 STOCK INCENTIVE PLAN

EXERCISE NOTICE

Essex Property Trust, Inc.
925 East Meadow Drive
Palo Alto, California 94303

Attention: Secretary

1. Exercise of Option.  Effective as of today, ______________, ___ the
undersigned (the "Grantee") hereby elects to exercise the Grantee's
option to purchase ___________ shares of the Common Stock (the
"Shares") of Essex Property Trust, Inc. (the "Company")
under and pursuant to the Company's 2004 Stock Incentive Plan, as amended from
time to time (the "Plan") and the [  ] Incentive
[  ] Non-Qualified Stock Option Award Agreement (the "Option
Agreement") and Notice of Stock Option Award (the "Notice") dated
______________, ________.  Unless otherwise defined herein, the terms defined in
the Plan shall have the same defined meanings in this Exercise Notice.

2. Representations of the Grantee.  The Grantee acknowledges that the
Grantee has received, read and understood the Notice, the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and conditions.

3. Rights as Stockholder.  Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder shall exist with
respect to the Shares, notwithstanding the exercise of the Option.  The Company
shall issue (or cause to be issued) such stock certificate promptly after the
Option is exercised.  No adjustment will be made for a dividend or other right
for which the record date is prior to the date the stock certificate is issued,
except as provided in Section 0 of the Plan.

4. Delivery of Payment.  The Grantee herewith delivers to the Company
the full Exercise Price for the Shares, which, to the extent selected, shall be
deemed to be satisfied by use of the broker-dealer sale and remittance procedure
to pay the Exercise Price provided in Section 0 of the Option
Agreement.

5. Tax Consultation.  The Grantee understands that the Grantee may
suffer adverse tax consequences as a result of the Grantee's purchase or
disposition of the Shares.  The Grantee represents that the Grantee has
consulted with any tax consultants the Grantee deems advisable in connection
with the purchase or disposition of the Shares and that the Grantee is not
relying on the Company for any tax advice.

6. Taxes.  The Grantee agrees to satisfy all applicable United States
federal, state, local and non-U.S. income and employment tax withholding
obligations and herewith delivers to the Company the full amount of such
obligations or has made arrangements acceptable to the Company to satisfy such
obligations.  In the case of an Incentive Stock Option, the Grantee also agrees,
as partial consideration for the designation of the Option as an Incentive Stock
Option, to notify the Company in writing within thirty (30) days of any
disposition of any shares acquired by exercise of the Option if such disposition
occurs within two (2) years from the Date of Award or within one (1)
year from the date the Shares were transferred to the Grantee.  If the Company
is required to satisfy any United States federal, state, local or non-U.S.
income or employment tax withholding obligations as a result of such an early
disposition, the Grantee agrees to satisfy the amount of such withholding in a
manner that the Administrator prescribes.

7. Successors and Assigns.  The Company may assign any of its rights
under this Exercise Notice to single or multiple assignees, and this agreement
shall inure to the benefit of the successors and assigns of the Company.  This
Exercise Notice shall be binding upon the Grantee and his or her heirs,
executors, administrators, successors and assigns.

8. Headings.  The captions used in this Exercise Notice are inserted
for convenience and shall not be deemed a part of this agreement for
construction or interpretation.

9. Administration and Interpretation.  The Grantee hereby agrees that
any question or dispute regarding the administration or interpretation of this
Exercise Notice shall be submitted by the Grantee or by the Company to the
Administrator.  The resolution of such question or dispute by the Administrator
shall be final and binding on all persons.

10. Governing Law; Severability.  This Exercise Notice is to be
construed in accordance with and governed by the internal laws of the State of
California without giving effect to any choice of law rule that would cause the
application of the laws of any jurisdiction other than the internal laws of the
State of California to the rights and duties of the parties.  Should any
provision of this Exercise Notice be determined by a court of law to be illegal
or unenforceable, such provision shall be enforced to the fullest extent allowed
by law and the other provisions shall nevertheless remain effective and shall
remain enforceable.

11. Notices.  Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery,
upon deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown below beneath its signature, or to
such other address as such party may designate in writing from time to time to
the other party.

12. Further Instruments.  The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this agreement.

13. Entire Agreement.  The Notice, the Plan and the Option Agreement
are incorporated herein by reference and together with this Exercise Notice
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee.  Nothing in the
Notice, the Plan, the Option Agreement and this Exercise Notice (except as
expressly provided therein) is intended to confer any rights or remedies on any
persons other than the parties.

|Submitted by:                                                 | Accepted by:                                     
|------------------------------------------------------------- | -------------------------------------------------
|GRANTEE:                                                      | ESSEX PROPERTY TRUST, INC.                       
|                                                              | By: _______________________________________      
|_______________________________
(Signature)                   | Title: ______________________________________    
|Address:                                                      | Address:                                         
|______________________________
______________________________ | 925 EAST MEADOW DRIVE
PALO ALTO, CALIFORNIA 94303









ESSEX PROPERTY TRUST,
INC.

2004 NON-EMPLOYEE DIRECTOR OPTION PROGRAM

ARTICLE 1
ESTABLISHMENT AND PURPOSE OF THE PROGRAM

1.01 Establishment of Program

The Essex Property Trust, Inc. 2004 Non-Employee Director Option Program
(the "Program") is adopted pursuant to the Essex Property Trust, Inc.
2004 Stock Incentive Plan (the "Plan") and, in addition to the terms
and conditions set forth below, is subject to the provisions of the Plan.

1.02 Purpose of Program

The purpose of the Program is to enhance the ability of the Company to
attract and retain directors who are not Employees ("Non-Employee
Directors") through a program of automatic Option grants.

1.03 Effective Date of the Program

The Program is effective upon approval of the Plan by the stockholders of
the Company.

ARTICLE II
DEFINITIONS

Capitalized terms in this Program, unless otherwise defined herein, have
the meaning given to them in the Plan.

ARTICLE III
OPTION TERMS

3.01 Date of Grant and Number of Shares

A Non-Qualified Stock Option to purchase 4,000 shares of Common Stock
shall be granted (the "Initial Grant") to each Non-Employee Director,
such Initial Grant to be made to Non-Employee Directors elected or appointed to
the Board after the adoption of the Plan upon the date each such Non-Employee
Director first becomes a Non-Employee Director.  In addition, immediately
following each annual meeting of the Company's stockholders commencing with the
annual meeting of the Company's stockholders in 2004, each Non-Employee Director
who continues as a Non-Employee Director following such annual meeting shall be
granted a Non-Qualified Stock Option to purchase 2,500 shares of Common Stock (a
"Subsequent Grant"); provided that no Subsequent Grant shall be made
to any Non-Employee Director who has not served as a director of the Company, as
of the time of such annual meeting, for at least eleven (11) months.  Each such
Subsequent Grant shall be made on the date of the annual stockholders' meeting
in question.

3.02 Vesting

Each Initial Grant under the Program will vest and become exercisable as
to one-third (1/3) of the shares of Common Stock subject to the Option on each
yearly anniversary of the grant date, such that the Option will be fully
exercisable three (3) years after the grant date.  Each Subsequent Grant under
the Program will vest and become fully exercisable one (1) year after the grant
date.

3.03 Exercise Price

The exercise price per share of Common Stock of each Initial Grant and
Subsequent Grant shall be one hundred percent (100%) of the Fair Market Value
per Share on the date of grant.

3.04 Corporate Transaction/Change in Control

Each Option under the Program shall be subject to the provisions of
Section 11 of the Plan relating to the exercisability or termination of the
Option in the event of a Corporate Transaction or Change in Control.

3.05 Other Terms

The Administrator shall determine the remaining terms and conditions of
the Options awarded under the Program.







ESSEX PROPERTY TRUST,
INC. 20004 STOCK INCENTIVE PLAN

2004 NON-EMPLOYEE DIRECTOR OPTION PROGRAM

NOTICE OF NON-QUALIFIED STOCK OPTION AWARD

|Grantee's Name and Address: | _______________________________________
|--------------------------- | ---------------------------------------
|                            | _______________________________________
|                            | _______________________________________

You (the "Grantee") have been granted an option to purchase shares
of Common Stock, subject to the terms and conditions of this Notice of Stock
Option Award (the "Notice"), the Essex Property Trust, Inc. 2004 Stock
Incentive Plan (the "Plan"), and the Essex Property Trust, Inc. 2004
Non-Employee Director Option Program (the "Program"), as amended from
time to time, and the Non-Qualified Stock Option Award Agreement (the
"Option Agreement") attached hereto, as follows.  Unless otherwise
defined herein, the terms defined in the Plan and the Program shall have the
same defined meanings in this Notice.

|Award Number                                                | _____________________________________
|----------------------------------------------------------- | -------------------------------------
|Date of Award                                               | _____________________________________
|Vesting Commencement Date                                   | _____________________________________
|Exercise Price per Share                                    | $____________________________________
|Total Number of Shares Subject
to the Option (the "Shares") | _____________________________________
|Total Exercise Price                                        | $____________________________________
|Type of Option                                              | Non-Qualified Stock Option           
|Expiration Date                                             | _____________________________________

Post-Termination Exercise Period: Three (3) Months

Vesting Schedule:

Subject to the Grantee's Continuous Service and other limitations set forth
in this Notice, the Plan, the Program and the Option Agreement, the Option may
be exercised, in whole or in part, in accordance with the following
schedule:

100% of the Shares subject to the Option shall vest on the first anniversary
of the Vesting Commencement Date.

IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and
agree that the Option is to be governed by the terms and conditions of this
Notice, the Plan, the Program and the Option Agreement.

Essex Property Trust, Inc.,
a Maryland corporation

By: ____________________________________

Title: ___________________________________

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION
SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS
SERVICE (NOT THROUGH THE ACT OF BEING GRANTED THE OPTION OR ACQUIRING SHARES
HEREUNDER).

The Grantee acknowledges receipt of a copy of the Plan, the Program and the
Option Agreement, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the Option subject to all of the terms
and provisions hereof and thereof.  The Grantee has reviewed this Notice, the
Plan, the Program and the Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Notice, and
fully understands all provisions of this Notice, the Plan, the Program and the
Option Agreement.  The Grantee hereby agrees that all questions of
interpretation and administration relating to this Notice, the Plan, the Program
and the Option Agreement shall be resolved by the Administrator in accordance
with Section 13 of the Option Agreement.  The Grantee further agrees to the
venue selection and waiver of a jury trial in accordance with Section 14 of
the Option Agreement.  The Grantee further agrees to notify the Company upon any
change in the residence address indicated in this Notice.

|Dated: ______________________________ | Signed: ______________________________
|------------------------------------- | --------------------------------------
|                                      | Grantee                               





Award Number:  ___________

ESSEX PROPERTY TRUST, INC.
2004 STOCK INCENTIVE PLAN

2004 NON-EMPLOYEE DIRECTOR OPTION PROGRAM

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

1. Grant of Option.  Essex Property Trust, Inc., a
Maryland corporation (the "Company"), hereby grants to the Grantee
(the "Grantee") named in the Notice of Non-Qualified Stock Option
Award (the "Notice"), an option (the "Option") to purchase
the Total Number of Shares of Common Stock subject to the Option (the
"Shares") set forth in the Notice, at the Exercise Price per Share set
forth in the Notice (the "Exercise Price") subject to the terms and
provisions of the Notice, this Non-Qualified Stock Option Award Agreement (the
"Option Agreement"), the Company's 2004 StockIncentive Plan
(the "Plan"), and the Company's 2004 Non-Employee Director Option
Program (the "Program"), as amended from time to time, which are
incorporated herein by reference.  Unless otherwise defined herein, the terms
defined in the Plan and the Program shall have the same defined meanings in this
Option Agreement.

The Option is intended to qualify as a Non-Qualified Stock Option and not as
an Incentive Stock Option as defined in Section 422 of the Code.

2. Exercise of Option.

(a) Right to Exercise.  The Option shall be exercisable during its
term in accordance with the Vesting Schedule set out in the Notice and with the
applicable provisions of the Plan, the Program and this Option Agreement.  The
Option shall be subject to the provisions of Section 11 of the Plan
relating to the exercisability or termination of the Option in the event of a
Corporate Transaction or a Change in Control.  The Grantee shall be subject to
reasonable limitations on the number of requested exercises during any monthly
or weekly period as determined by the Administrator.  In no event shall the
Company issue fractional Shares.

(b) Method of Exercise.  The Option shall be exercisable only by
delivery of an Exercise Notice (a form of which is attached as Exhibit A) or by
such other procedure as specified from time to time by the Administrator which
shall state the election to exercise the Option, the whole number of Shares in
respect of which the Option is being exercised, and such other provisions as may
be required by the Administrator.  The exercise notice shall be delivered in
person, by certified mail, or by such other method (including electronic
transmission) as determined from time to time by the Administrator to the
Company accompanied by payment of the Exercise Price.  The Option shall be
deemed to be exercised upon receipt by the Company of such notice accompanied by
the Exercise Price, which, to the extent selected, shall be deemed to be
satisfied by use of the broker-dealer sale and remittance procedure to pay the
Exercise Price provided in Section 4(d), below.

(c) Taxes.  No Shares will be delivered to the Grantee or other person
pursuant to the exercise of the Option until the Grantee or other person has
made arrangements acceptable to the Administrator for the satisfaction of
applicable income tax and employment tax withholding obligations, including,
without limitation, obligations incident to the receipt of Shares.  Upon
exercise of the Option, the Company or the Grantee's employer may offset or
withhold (from any amount owed by the Company or the Grantee's employer to the
Grantee) or collect from the Grantee or other person an amount sufficient to
satisfy such tax withholding obligations.

3. Restrictions on Exercise.  The Option may not be exercised if the
issuance of the Shares subject to the Option upon such exercise would constitute
a violation of any Applicable Laws.

4. Method of Payment.  Payment of the Exercise Price shall be by any
of the following, or a combination thereof, at the election of the Grantee;
provided, however, that such exercise method does not then violate any
Applicable Law:

(a) cash;

(b) check;

(c) surrender of Shares or delivery of a properly executed form of
attestation of ownership of Shares as the Administrator may require which have a
Fair Market Value on the date of surrender or attestation equal to the aggregate
Exercise Price of the Shares as to which the Option is being exercised,
provided, however, that Shares acquired under the Plan or any other equity
compensation plan or agreement of the Company must have been held by the Grantee
for a period of more than six (6) months (and not used for another option
exercise by attestation during such period); or

(d) payment through a broker-dealer sale and
remittance procedure pursuant to which the Grantee (i) shall provide written
instructions to a Company-designated brokerage firm to effect the immediate sale
of some or all of the purchased Shares and remit to the Company sufficient funds
to cover the aggregate exercise price payable for the purchased Shares and (ii)
shall provide written directives to the Company to deliver the certificates for
the purchased Shares directly to such brokerage firm in order to complete the
sale transaction.

5. Termination or Change of Continuous Service.  In the event the
Grantee's Continuous Service terminates, the Grantee may, but only during the
Post-Termination Exercise Period, exercise the portion of the Option that was
vested at the date of such termination (the "Termination Date").  In
no event, however, shall the Option be exercised later than the Expiration Date
set forth in the Notice.  In the event of the Grantee's change in status from
Employee, Director or Consultant to any other status of Employee, Director or
Consultant, the Option shall remain in effect and vesting of the Option shall
continue only to the extent determined by the Administrator as of such change in
status.  Except as provided in Sections 6 and 7 below, to the extent that
the Option was unvested on the Termination Date, or if the Grantee does not
exercise the vested portion of the Option within the Post-Termination Exercise
Period,the Option shall terminate.

6. Disability of Grantee.  In the event the
Grantee's Continuous Service terminates as a result of his or her Disability,
the Grantee may, but only within twelve (12) months from the Termination Date
(and in no event later than the Expiration Date), exercise the portion of the
Option that was vested on the Termination Date.  To the extent that the Option
was unvested on the Termination Date, or if the Grantee does not exercise the
vested portion of the Option within the time specified herein, the Option shall
terminate.

7. Death of Grantee.  In the event of the termination of the
Grantee's Continuous Service as a result of his or her death, or in the event of
the Grantee's death during the Post-Termination Exercise Period or during the
twelve (12) month period following the Grantee's termination of Continuous
Service as a result of his or her Disability, the person who acquired the right
to exercise the Option pursuant to Section 8 may exercise the portion of
the Option that was vested at the date of termination within twelve (12)
months from the date of death (but in no event later than the Expiration Date).
To the extent that the Option was unvested on the date of death, or if the
vested portion of the Option is not exercised within the time specified herein,
the Option shall terminate.

8. Transferability of Option.  The Option may not be transferred in
any manner other than by will or by the laws of descent and distribution,
provided, however, that the Option may be transferred during the lifetime of the
Grantee to the extent and in the manner authorized by the Administrator.
Notwithstanding the foregoing, the Grantee may designate one or more
beneficiaries of the Grantee's Option in the event of the Grantee's death on a
beneficiary designation form provided by the Administrator.  Following the death
of the Grantee, the Option, to the extent provided in Section 7, may be
exercised (a) by the person or persons designated under the deceased
Grantee's beneficiary designation or (b) in the absence of an effectively
designated beneficiary, by the Grantee's legal representative or by any person
empowered to do so under the deceased Grantee's will or under the then
applicable laws of descent and distribution.  The terms of the Option shall be
binding upon the executors, administrators, heirs, successors and transferees of
the Grantee.

9. Term of Option.  The Option must be exercised no later than the
Expiration Date set forth in the Notice or such earlier date as otherwise
provided herein.  After the Expiration Date or such earlier date, the Option
shall be of no further force or effect and may not be exercised.

10. Tax Consequences.  Set forth below is a brief summary as of the
date of this Option Agreement of some of the federal tax consequences of
exercise of the Option and disposition of the Shares.  THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
THE GRANTEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR
DISPOSING OF THE SHARES.

(a) Exercise of Non-Qualified Stock Option.  On exercise of a Non-
Qualified Stock Option, the Grantee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Shares on the date of exercise over the
Exercise Price.  If the Grantee is an Employee or a former Employee, the Company
will be required to withhold from the Grantee's compensation or collect from the
Grantee and pay to the applicable taxing authorities an amount in cash equal to
a percentage of this compensation income at the time of exercise, and may refuse
to honor the exercise and refuse to deliver Shares if such withholding amounts
are not delivered at the time of exercise.

(b) Disposition of Shares.  In the case of a Non-Qualified Stock
Option, if Shares are held for more than one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal
income tax purposes.

11. Entire Agreement: Governing Law.  The
Notice, the Plan, the Program and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and the
Grantee with respect to the subject matter hereof, and may not be modified
adversely to the Grantee's interest except by means of a writing signed by the
Company and the Grantee.  Nothing in the Notice, the Plan, the Program and this
Option Agreement (except as expressly provided therein) is intended to confer
any rights or remedies on any persons other than the parties.  The Notice, the
Plan, the Program and this Option Agreement are to be construed in accordance
with and governed by the internal laws of the State of Californiawithout
giving effect to any choice of law rule that would cause the application of the
laws of any jurisdiction other than the internal laws of the State of California
to the rights and duties of the parties.  Should any provision of the Notice,
the Plan, the Program or this Option Agreement be determined to be illegal or
unenforceable, such provision shall be enforced to the fullest extent allowed by
law and the other provisions shall nevertheless remain effective and shall
remain enforceable.

12. Headings.  The captions used in the Notice and this Option
Agreement are inserted for convenience and shall not be deemed a part of the
Option for construction or interpretation.

13. Administration and Interpretation.  Any question or dispute
regarding the administration or interpretation of the Notice, the Plan, the
Program or this Option Agreement shall be submitted by the Grantee or by the
Company to the Administrator.  The resolution of such question or dispute by the
Administrator shall be final and binding on all persons.

14. Venue and Waiver of Jury Trial.  The Company, the Grantee, and the
Grantee's assignees pursuant to Section 8 (the "parties") agree
that any suit, action, or proceeding arising out of or relating to the Notice,
the Plan, the Program or this Option Agreement shall be brought in the United
States District Court for the Northern District of California (or should such
court lack jurisdiction to hear such action, suit or proceeding, in a California
state court in the County of Santa Clara) and that the parties shall submit to
the jurisdiction of such court.  The parties irrevocably waive, to the fullest
extent permitted by law, any objection the party may have to the laying of venue
for any such suit, action or proceeding brought in such court.  THE PARTIES ALSO
EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH
SUIT, ACTION OR PROCEEDING.  If any one or more provisions of this
Section 14 shall for any reason be held invalid or unenforceable, it is the
specific intent of the parties that such provisions shall be modified to the
minimum extent necessary to make it or its application valid and enforceable.

15. Notices.  Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery,
upon deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown in these instruments, or to such
other address as such party may designate in writing from time to time to the
other part.

END OF AGREEMENT





ESSEX PROPERTY TRUST,
INC. 2004 STOCK INCENTIVE PLAN

EXERCISE NOTICE

Essex Property Trust, Inc.
925 East Meadow Drive
Palo Alto, California 94303

Attention: Secretary

1. Exercise of Option.  Effective as of today, ______________, ___ the
undersigned (the "Grantee") hereby elects to exercise the Grantee's
option to purchase ___________ shares of the Common Stock (the
"Shares") of Essex Property Trust, Inc. (the "Company")
under and pursuant to the Company's 2004 Stock Incentive Plan, the Company's
2004 Non-Employee Director Option Program (the "Program"), as amended
from time to time, and the Non-Qualified Stock Option Award Agreement (the
"Option Agreement") and Notice of Non-Qualified Stock Option Award
(the "Notice") dated ______________, ________.  Unless otherwise
defined herein, the terms defined in the Plan and the Program shall have the
same defined meanings in this Exercise Notice.

2. Representations of the Grantee.  The Grantee acknowledges that the
Grantee has received, read and understood the Notice, the Plan, the Program and
the Option Agreement and agrees to abide by and be bound by their terms and
conditions.

3. Rights as Stockholder.  Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder shall exist with
respect to the Shares, notwithstanding the exercise of the Option.  The Company
shall issue (or cause to be issued) such stock certificate promptly after the
Option is exercised.  No adjustment will be made for a dividend or other right
for which the record date is prior to the date the stock certificate is issued,
except as provided in Section 10 of the Plan.

4. Delivery of Payment.  The Grantee herewith delivers to the Company
the full Exercise Price for the Shares, which, to the extent selected, shall be
deemed to be satisfied by use of the broker-dealer sale and remittance procedure
to pay the Exercise Price provided in Section 4(d) of the Option
Agreement.

5. Tax Consultation.  The Grantee understands that the Grantee may
suffer adverse tax consequences as a result of the Grantee's purchase or
disposition of the Shares.  The Grantee represents that the Grantee has
consulted with any tax consultants the Grantee deems advisable in connection
with the purchase or disposition of the Shares and that the Grantee is not
relying on the Company for any tax advice

6. Taxes.  The Grantee agrees to satisfy all applicable federal, state
and local income and employment tax withholding obligations and herewith
delivers to the Company the full amount of such obligations or has made
arrangements acceptable to the Company to satisfy such obligations.

7. Successors and Assigns.  The Company may assign any of its rights
under this Exercise Notice to single or multiple assignees, and this agreement
shall inure to the benefit of the successors and assigns of the Company.  This
Exercise Notice shall be binding upon the Grantee and his or her heirs,
executors, administrators, successors and assigns.

8. Headings.  The captions used in this Exercise Notice are inserted
for convenience and shall not be deemed a part of this agreement for
construction or interpretation.

9. Administration and Interpretation.  The Grantee hereby agrees that
any question or dispute regarding the administration or interpretation of this
Exercise Notice shall be submitted by the Grantee or by the Company to the
Administrator.  The resolution of such question or dispute by the Administrator
shall be final and binding on all persons.

10. Governing Law; Severability.  This Exercise Notice is to be
construed in accordance with and governed by the internal laws of the State of
California without giving effect to any choice of law rule that would cause the
application of the laws of any jurisdiction other than the internal laws of the
State of California to the rights and duties of the parties.  Should any
provision of this Exercise Notice be determined by a court of law to be illegal
or unenforceable, such provision shall be enforced to the fullest extent allowed
by law and the other provisions shall nevertheless remain effective and shall
remain enforceable.

11. Notices.  Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery,
upon deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown below beneath its signature, or to
such other address as such party may designate in writing from time to time to
the other party.

12. Further Instruments.  The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this agreement.

13. Entire Agreement.  The Notice, the Plan, the Program, and the
Option Agreement are incorporated herein by reference, and together with this
Exercise Notice constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee.  Nothing in the
Notice, the Plan, the Program, the Option Agreement and this Exercise Notice
(except as expressly provided therein) is intended to confer any rights or
remedies on any persons other than the parties.

|Submitted by:                                                 | Accepted by:                                     
|------------------------------------------------------------- | -------------------------------------------------
|GRANTEE:                                                      | ESSEX PROPERTY TRUST, INC.                       
|                                                              | By: _______________________________________      
|_______________________________
(Signature)                   | Title: ______________________________________    
|Address:                                                      | Address:                                         
|______________________________
______________________________ | 925 EAST MEADOW DRIVE
PALO ALTO, CALIFORNIA 94303
|                                                              |