Exhibit 10.37

TENTH AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP OF ESSEX PORTFOLIO, L.P.

THIS TENTH AMENDMENT TO FIRST AMENDED AND RESTATEDAGREEMENT OF LIMITED PARTNERSHIP OF ESSEX PORTFOLIO, L.P., AS AMENDED (asamended, the "**Partnership Agreement"), dated as ofJanuary 8, 2004 (this "**Amendment"), is executed by EssexProperty Trust, Inc. a Maryland corporation (the"**Company"), as the General Partner and on behalf of theexisting Limited Partners of Essex Portfolio, L.P. (the"**Partnership"), a California limited partnership, andBelmar Realty Corporation, a Delaware corporation("**Belmar" and the "**Series D PreferredPartner").  Capitalized terms used herein but not defined hereinshall have the definitions ascribed to such terms in the Partnership Agreement.**W I T N E S S E T H:
WHEREAS, the Partnership and the Series D Preferred Partnerdesire to (i) amend the terms of the Series D Preferred Units (as defined in thePartnership Agreement) to provide that, from and after July 28, 2004, the SeriesD Priority Return that accrues on such Series D Preferred Units shall accrue atthe rate per annum of 7.875%, and (ii) amend certain other terms from and afterthe date hereof;

WHEREAS, the Series D Preferred Units were established bythat certain Fourth Amendment to the First Amended and Restated Agreement ofLimited Partnership of Essex Portfolio, L.P. (the "**FourthAmendment"), dated as of July 28, 1999; and
WHEREAS, the signatories hereto desire to cause the ArticlesSupplementary attached hereto as Exhibit A (the "**ArticlesSupplementary"; the Partnership Agreement and the ArticlesSupplementary, collectively, the "**Amended Documents"),which reclassify the Company's 9.30% Series D Cumulative Redeemable PreferredStock as Series D Cumulative Redeemable Preferred Stock (the "**SeriesD Preferred Stock"), to be filed with the State Department ofAssessments and Taxation of Maryland (the "**SDAT"), asset forth herein.
NOW, THEREFORE, in consideration of the foregoing, of themutual promises set forth herein, and of other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the partieshereto, intending to be legally bound, agree to continue the Partnership andamend the Amended Documents as follows:

Partnership Agreement
.  The Partnership Agreementis hereby amended as follows:

The definition of "Series D Preferred Stock" inthe Fourth Amendment is hereby amended to read as follows: ""Series DPreferred Stock" shall mean the preferred stock of the General Partnerdescribed in Article FIRST of the Articles Supplementary reclassifying theGeneral Partner's 9.30% Series D Cumulative Redeemable Preferred Stock as SeriesD Cumulative Redeemable Preferred Stock to be filed with the SDAT on or beforeJanuary 20, 2004."

The definition of "Series D Preferred Units" inthe Fourth Amendment is hereby amended by deleting the term "9.30%"therein.

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Exhibit A to the Partnership Agreement is hereby amendedby deleting the term "9.30%" therein.

The definition of "Priority Return" in Section1 of Exhibit P to the Partnership Agreement is hereby amended by deleting theterm "9.30%" therein and inserting the term "7.875%" in lieuthereof, which amendments shall be effective on and after July 28, 2004.

The definition of "Series D Preferred Stock" inSection 1 of Exhibit P to the Partnership Agreement is hereby amended bydeleting the term "9.30%" therein.

Section 2(C) of Exhibit P to the Partnership Agreement ishereby amended by deleting the term "9.30%" therein and inserting theterm "7.875%" in lieu thereof, which amendment shall be effective onand after July 28, 2004; and, Section 2(C)(i) of Exhibit P to the PartnershipAgreement is hereby amended by adding the following new sentence to the end ofsuch Section 2(C)(i): "For the distribution payment for the quarterlyperiod ending August 15, 2004, which payment shall be calculated on the basis ofa ninety (90) day period, seventy-two (72) days of such period shall be payableat the rate per annum of 9.30% and eighteen (18) days of such period shall bepayable at the rate per annum of 7.875%."

Section 2(F)(i) of Exhibit P to the Partnership Agreementis hereby amended by deleting the phrase "July 28, 2004" from thefirst sentence therein and inserting the phrase "July 28, 2010" inlieu thereof.

Section 2(F)(ii) of Exhibit P of the PartnershipAgreement is hereby amended by deleting the first sentence of such Section,which states: "[e]xcept in connection with a liquidation, dissolution,winding-up or termination of the Partnership as described under"Liquidation" above, the Redemption Price of the Series D PreferredUnits (other than the portion thereof consisting of accumulated but unpaiddistributions) will be payable solely out of the sale proceeds of capital stockof the Company, which will be contributed by the Company to the Partnership asan additional capital contribution, or out of the sale proceeds of limitedpartner interests of the Partnership and no other source."  The followingsentence shall be inserted in lieu of such deleted sentence:  "TheRedemption Price of Series D Preferred Units may be payable from any source offunds."

Section 2(F) of Exhibit P to the Partnership Agreement ishereby amended by adding the following new subsection (vi) thereto:

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""(vi)  Notwithstanding any provision herein to thecontrary, so long as any Series D Preferred Units remain outstanding, in theevent of the occurrence of a Covered Transaction (defined below), thePartnership shall redeem, on the date such Covered Transaction is completed oroccurs, all of the Series D Preferred Units outstanding at the Redemption Price,payable in cash, if redemption of the Series D Preferred Units was elected inwriting by the holders of not less than a majority of the then outstandingSeries D Preferred Units in accordance with this Section 2(F)(vi).  ThePartnership shall give written notice of a Covered Transaction to each of therespective holders of record of the Series D Preferred Units, at theirrespective addresses as they appear on the transfer records of the Partnership,not less than thirty (30) days prior to the completion or occurrence of aCovered Transaction.  Such notice shall not set forth any non-public informationconcerning such Covered Transaction.  Each of the holders of record of theSeries D Preferred Units shall have until 5:00 p.m. (PST) on the fifteenth(15th) day following receipt of such notice from the Partnership, to give thePartnership notice of such holder's election that the Series D Preferred Unitsbe redeemed.  Notwithstanding any provision herein to the contrary, with respectto a Covered Transaction that arises under clause (c) of the definition ofCovered Transaction set forth below, in the event that the Company so fails toqualify as a real estate investment trust for any reason other than anaffirmative election by the Company not to qualify, (a) the Partnership shallgive notice of the occurrence of a Covered Transaction to each of the holders ofrecord of the Series D Preferred Units within 15 days of discovery of suchfailure to qualify, (b) each of the holders of record of the Series D PreferredUnits shall have until 5:00 p.m. (PST) on the fifteenth (15th) day followingreceipt of such notice from the Partnership, to give the Partnership notice ofsuch holder's election that the Series D Preferred Units be redeemed and (c) ifthe holders of not less than a majority of the then outstanding Series DPreferred Units have elected to have the Series D Preferred Units redeemed, theSeries D Preferred Units shall be redeemed on a date not later than 45 daysfollowing the date of discovery of the Company's failure to qualify.

The procedures set forth in Section 2(F)(iii) shall apply toa redemption pursuant to this Section 2(F)(vi).  On or before the date ofredemption, the Partnership shall give notice of redemption to the respectiveholders of record of the Series D Preferred Units, at their respective addressesas they appear on the transfer records of the Partnership; and, the provisionsof Section 2(F)(v), other than the first sentence thereof, shall apply to suchnotice of redemption.

For purposes of this Section 2(F)(vi), the term"**Covered Transaction" shall mean (a) the Company'scompletion of a "Rule 13e-3 transaction" (as defined in Rule 13e-3under the Securities Exchange Act of 1934, as amended (the "**ExchangeAct")) in which, as a result of such transaction, the Company'scommon stock is no longer registered under Section 12 of the Exchange Act,except that this clause (a) shall not apply to any involuntary delisting of theCompany's common stock from the New York Stock Exchange or any nationalsecurities exchange (as defined in the Exchange Act), (b) the completion of anytransaction or series of transactions that would result in a ReorganizationEvent (defined below) of the Company or the Partnership or (c) the Company'sfailure (or election not) to qualify as a real estate investment trust asdefined in Section 856 (or any successor section) of the Internal Revenue Codeof 1986, as amended, except where such failure arises in connection with theconsolidation or merger or other business combination of the Company into anycorporation, trust or entity in which the Company is not the surviving entityand the surviving entity qualifies as a real estate investment trust.
For purposes of this Section 2(F)(vi), the term"**Reorganization Event" shall mean (x) any sale or otherdisposition of all or substantially all of the assets of the Partnership or theCompany, as the case may be, to an entity that is not an Affiliate of theCompany; or (y) any consolidation, amalgamation, merger, business combination,share exchange, reorganization or similar transaction involving the Partnershipor the Company, as the case may be, pursuant to which the Partners of thePartnership or the stockholders of the Company, as the case may be, immediatelyprior to the consummation of such transaction will own less than a majority ofthe equity interests in the entity surviving such transaction; provided,however, a Reorganization Event shall not include any transactioncontemplated by clauses (x) or (y) of this definition if the surviving entityhas unsecured debt outstanding which is rated at least the lowest credit ratinglevel established as investment grade by at least two of Standard & Poor's,Moody's Investor Service and Fitch Ratings (it being understood that as of thedate of this Amendment the lowest investment grade rating of Standard &Poor's is BBB-, the lowest investment grade rating of Moody's is Baa3 and thelowest investment grade rating of Fitch Ratings is BBB-) and such rating hasbeen reaffirmed in light of the contemplated transaction."
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Section 2(G)(i) of Exhibit P to the Partnership Agreementis hereby amended by deleting the phrase "tenth anniversary of the IssueDate" from the first and second sentences therein and inserting the phrase"January 1, 2014" in lieu thereof.

Except as amended by the provisions hereof, thePartnership Agreement, as previously amended, shall remain in full force andeffect in accordance with its terms; 
provided
, 
however
, that tothe extent there shall be a conflict between the provisions of the PartnershipAgreement and this Amendment, this Amendment shall prevail.  The PartnershipAgreement, as amended hereby, is hereby ratified, confirmed and reaffirmed bythe undersigned for all purposes and in all respects.  All references in anydocument to the Partnership Agreement shall mean the Partnership Agreement, anamended hereby.

The parties hereto hereby authorize and direct theCompany, and the Company hereby agrees, to file the Articles Supplementary.  Thepreferences, conversion and other rights, voting powers, restrictions,limitations as to dividends and other distributions, qualifications and termsand conditions of redemption of the Series D Preferred Stock, as set forth inthe Articles Supplementary shall be effective as of January 8, 2004.  TheArticles Supplementary shall be filed with the SDAT as soon as reasonablypracticable and in any event no later than January 20, 2004.

The Partnership hereby agrees that the obligations of thePartnership contained in Section 4(d) and Section 4(i) of that certainContribution Agreement, dated as of July 28, 1999, by and among Belcrest,Belair, the Partnership and the Company shall be extended through December 31,2004.

As soon as reasonably practicable following the executionof this Amendment by the Series D Partners, such Series D Partners shall returnall of the certificates representing outstanding Series D Preferred Units to thePartnership.  As soon as reasonably practicable following the receipt by thePartnership of such certificates, the Partnership shall reissue suchcertificates to reflect the terms of Series D Preferred Units, as amendedhereby.

The Series D Preferred Partner makes the followingrepresentations and warranties to the Partnership and the Company as of the datehereof:

Such Series D Preferred Partner is duly organizedand validly existing under the laws of the state of its organization and hasbeen duly authorized by all necessary and appropriate action to enter into thisAmendment and to consummate the transactions contemplated herein and theindividuals executing this Amendment on behalf of such Series D PreferredPartner have been duly authorized by all necessary and appropriate action onbehalf of such Series D Preferred Partner.  Assuming the due execution anddelivery hereof by the Company and the General Partner, this Amendment is avalid and binding obligation of such Series D Preferred Partner,enforceable against such Series D Preferred Partner in accordance with itsterms, except insofar as enforceability may be affected by bankruptcy,insolvency or similar laws affecting creditor's rights generally and theavailability of any particular equitable remedy.

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Neither the execution nor the delivery of this Amendmentnor the consummation of the transactions contemplated herein nor fulfillment ofor compliance with the terms and conditions hereof (a) conflict with orwill result in a breach of any of the terms, conditions or provisions of(i) the articles of incorporation, bylaws or other organizational documentsof such Series D Preferred Partner or (ii) any agreement, order,judgment, decree, arbitration award, statute, regulation or instrument to whichsuch Series D Preferred Partner is a party or by which it or its assets arebound, or (b) constitutes or will constitute a breach, violation or defaultunder any of the foregoing.  No consent or approval, authorization, order,regulation or qualification of any governmental entity or any other person isrequired for the execution and delivery of this Amendment and the consummationof the transactions contemplated hereby by such Series D PreferredPartner.

The Series D Preferred Partner collectively owns allof the Preference Units issued pursuant to the Contribution Agreement and theFourth Amendment.

The Series D Preferred Partner is an "accreditedinvestor" within the meaning of Regulation D under the Securities Act andhas knowledge and experience in financial and business matters such that it iscapable of evaluating the merits and risks of entering into this Amendment.  Inentering into this Amendment, the Series D Preferred Partner is relying upon theadvice of its own personal, legal and tax advisors with respect to the tax andother aspects of this Amendment.

Each of the Partnership and the Company (each an"
Essex Entity") makes the following representations andwarranties to the Series D Preferred Partner as of the date hereof:Such Essex Entity is duly organized and validly existingunder the laws of the state of its organization and has been duly authorized byall necessary and appropriate action to enter into this Amendment and toconsummate the transactions contemplated herein and the individuals executingthis Amendment on behalf of such Essex Entity have been duly authorized by allnecessary and appropriate action on behalf of such Essex Entity.  Assuming thedue execution and delivery hereof by the Series D Preferred Partner, thisAmendment is a valid and binding obligation of such Essex Entity, enforceableagainst such Essex Entity in accordance with its terms (except, with respect tothe Company, such enforceability is limited to the terms of Sections 1(i) and1(j) hereof), except insofar as enforceability may be affected by bankruptcy,insolvency or similar laws affecting creditor's rights generally and theavailability of any particular equitable remedy.

Neither the execution nor the delivery of this Amendmentnor the consummation of the transactions contemplated herein nor fulfillment ofor compliance with the terms and conditions hereof (a) conflict with orwill result in a breach of any of the terms, conditions or provisions of(i) the articles of incorporation, bylaws or other organizational documentsof such Essex Entity or (ii) any agreement, order, judgment, decree,arbitration award, statute, regulation or instrument to which such Essex Entityis a party or by which it or its assets are bound, or (b) constitutes orwill constitute a breach, violation or default under any of the foregoing.  Noconsent or approval, authorization, order, regulation or qualification of anygovernmental entity or any other person is required for the execution anddelivery of this Amendment and the consummation of the transactions contemplatedhereby by such Essex Entity.

The parties agree to cooperate with either other ineffectuating the transactions described herein and agree to execute such furtherdocuments and instruments as may reasonably be required to effectuate thetransactions described herein.

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This Amendment shall be binding upon and shall inure tothe benefit of the parties hereto, their respective legal representatives,successors and assigns.

This Amendment may be executed in counterparts, all ofwhich together shall constitute one agreement binding on all the parties hereto,notwithstanding that all such parties are not signatories to the original or thesame counterpart.

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IN WITNESS WHEREOF, the parties hereto have executed thisAmendment as of the date first written above.

 

GENERAL PARTNER:

ESSEX PROPERTY TRUST, INC.

 

By:________________________******************************