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Table of Contents
 PageARTICLE 1
DefinitionsSection 1.01
    
    Relation to Base Indenture and Supplemental Indentures
    
    
    2Section 1.02
    
    Definitions
    
    
    2ARTICLE 2
Issue, Description, Execution, Registration and Exchange of NotesSection 2.01
    
    Designation and Amount
    
    
    8Section 2.02
    
    Form of Notes
    
    
    8Section 2.03
    
    Date and Denomination of Notes; Payments of Interest
    
    
    9Section 2.04
    
    Reserved
    
    
    9Section 2.05
    
    Execution, Authentication and Delivery of Notes
    
    
    9Section 2.06
    
    Exchange and Registration of Transfer of Notes; Restrictions
on Transfer; Depositary
    
    
    10Section 2.07
    
    Additional Notes; Repurchases
    
    
    11Section 2.08
    
    No Sinking Fund
    
    
    11Section 2.09
    
    Ranking
    
    
    11ARTICLE 3
RedemptionSection 3.01
    
    Right to Redeem
    
    
    12Section 3.02
    
    Selection of Notes to be Redeemed
    
    
    12Section 3.03
    
    Notice of Redemption
    
    
    12ARTICLE 4
Particular Covenants of the CompanySection 4.01
    
    Payment of Principal and Interest
    
    
    13Section 4.02
    
    No Limitation on Incurrence of Debt
    
    
    13ARTICLE 5
Defaults and RemediesSection 5.01
    
    Events of Default
    
    
    14ARTICLE 6
Supplemental IndenturesSection 6.01
    
    Supplemental Indentures Without Consent of Noteholders
    
    
    14Section 6.02
    
    Modification and Amendment with Consent of Noteholders
    
    
    14Section 6.03
    
    Effect of Supplemental Indentures
    
    
    15
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PageARTICLE 7
Consolidation, Merger, Sale, Conveyance and LeaseSection 7.01
    
    Company May Consolidate, Etc. on Certain Terms
    
    
    15ARTICLE 8
Exchange of NotesSection 8.01
    
    Exchange
    
    
    15Section 8.02
    
    Exchange Procedures
    
    
    19Section 8.03
    
    Reserved
    
    
    23Section 8.04
    
    Adjustment of Exchange Rate
    
    
    23Section 8.05
    
    Sufficient Shares to be Delivered
    
    
    30Section 8.06
    
    Effect of Reclassification, Consolidation, Merger or Sale
    
    
    30Section 8.07
    
    Certain Covenants
    
    
    32Section 8.08
    
    Responsibility of Trustee
    
    
    32Section 8.09
    
    Notice to Holders Prior to Certain Actions
    
    
    32Section 8.10
    
    Shareholder Rights Plans
    
    
    33Section 8.11
    
    Ownership Limit
    
    
    33Section 8.12
    
    Net Share Settlement Election
    
    
    33Section 8.13
    
    Registration of Common Shares
    
    
    33ARTICLE 9
Repurchase of Notes at Option of HoldersSection 9.01
    
    Repurchase of Securities at Option of the Holder on Specified Dates
    
    
    34Section 9.02
    
    Repurchase at Option of Holders Upon a Fundamental Change
    
    
    38ARTICLE 10
Miscellaneous ProvisionsSection 10.01
    
    Ratification of Base Indenture
    
    
    41Section 10.02
    
    Provisions Binding on Companys Successors
    
    
    41Section 10.03
    
    Official Acts by Successor Corporation
    
    
    41Section 10.04
    
    Addresses for Notices, Etc
    
    
    41Section 10.05
    
    Governing Law
    
    
    42Section 10.06
    
    Evidence of Compliance with Conditions Precedent;
Certificates and Opinions of Counsel to Trustee
    
    
    42Section 10.07
    
    Non-Business Day
    
    
    42Section 10.08
    
    No Security Interest Created
    
    
    42Section 10.09
    
    Benefits of Indenture
    
    
    42Section 10.10
    
    Table of Contents, Headings, Etc
    
    
    42Section 10.11
    
    Execution in Counterparts
    
    
    43Section 10.12
    
    Trustee
    
    
    43Section 10.13
    
    Further Instruments and Acts
    
    
    43Section 10.14
    
    Waiver of Jury Trial
    
    
    43Section 10.15
    
    Force Majeure
    
    
    43
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Third Supplemental
Indenture Company Trustee
 WITNESSETH:
 Base Indenture Securities
   First Supplemental Indenture Indenture
  Second Supplemental Indenture




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Notes Archstone-Smith Trust
     ARTICLE 1  Definitions
 Relation to Base Indenture and Supplemental Indentures
   Definitions
   2




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Additional Settlement Consideration
 Additional Shares
 Archstone-Smith Trust
 Base Indenture
 Board of Trustees
 Close of Business
 Common Shares provided
 Common Units
 Company
 Company Put Right Notice
 Company Put Right Notice Date
 3




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Daily Exchange Value
 Daily Settlement Amount
   Daily VWAP
 Depositary Depositary
 Distributed Property
 Dividend Threshold Amount
 Effective Date
 Event of Default
 Ex-Dividend Date
 4




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Exchange Act
 Exchange Agent
 Exchange Date
 Exchange Obligation
 Exchange Price
 Exchange Rate
 Exchange Trigger Price
 First Supplemental Indenture
 Fundamental Change
 Fundamental Change Company Notice
 Fundamental Change Repurchase Date
 Fundamental Change Repurchase Notice
 Fundamental Change Repurchase Price
 Global Note
 Indenture
 Interest Payment Date
 5




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Last Reported Sale Price
 Market Disruption Event
 Maturity Date
 Measurement Period
 Merger Event
 Net Share Settlement Election
 Noteholder Holder
 Notice of Exchange
 Observation Period
 Predecessor Note
 6




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Put Right Repurchase Date
 Put Right Repurchase Notice
 Put Right Repurchase Price
 Record Date
 Redemption Price
 Reference Property
 Second Supplemental Indenture
 Securities
 Securities Act
 Specified Amount Specified Percentage
 Spin-Off
 Share Price
 Third-Party Financial Institution
 Third Supplemental Indenture
 Trading Day provided
 7




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Trading Price provided
 Trigger Event
 Trustee
 Trust Indenture Act
 ARTICLE 2  Issue, Description, Execution, Registration and Exchange of Notes
 Designation and Amount
 Form of Notes
  8




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Date and Denomination of Notes; Payments of Interest
 Record
Date
 Reserved.Execution, Authentication and Delivery of Notes
 9




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Exchange and Registration of Transfer of Notes; Restrictions on Transfer;
Depositary.
    10




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Global Note
 Additional Notes; Repurchases provided
 No Sinking Fund
 Ranking
 11




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ARTICLE 3  Redemption
 Right to Redeem.
  provided
 Redemption Price provided however
 Selection of Notes to be Redeemed.
   Notice of Redemption provided however
   12




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ARTICLE 4  Particular Covenants of the Company
 Payment of Principal and Interest provided further
 provided, however
    No Limitation on Incurrence of Debt.
 13




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ARTICLE 5  Defaults and Remedies
 Events of Default
     ARTICLE 6  Supplemental Indentures
 Supplemental Indentures Without Consent of Noteholders
 Modification and Amendment with Consent of Noteholders provided, however
 14




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Effect of Supplemental Indentures
 ARTICLE 7  Consolidation, Merger, Sale, Conveyance and Lease
 Company May Consolidate, Etc. on Certain Terms
 provided
 ARTICLE 8  Exchange of Notes
 Exchange.
  15




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Exchange Rate Exchange Obligation
 Measurement Period Third-Party Financial Institution provided that
 Exchange Trigger Price
 16




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provided,
however
      17




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Additional Shares
 Effective Date
 18




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Exchange Procedures.
 provided provided that
   19




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Notice of Exchange Exchange Date
  20




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21




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provided, however
 provided, however
   22




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Additional Settlement
Consideration
  Reserved.
 Adjustment of Exchange Rate
  ER = ER0      x
    
    OSOS0
  ER0
    
    =
    
    the Exchange Rate in effect immediately prior to such event;ER
    
    =
    
    the Exchange Rate in effect immediately after such event;OS0
    
    =
    
    the number of Common Shares outstanding immediately prior
to such event; andOS
    
    =
    
    the number of Common Shares outstanding immediately after
such event.
  23




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ER
= ER0   x
    
    OS0 + X

OS0 + Y
  ER0
    
    =
    
    the Exchange Rate in effect immediately prior to such event;ER
    
    =
    
    the Exchange Rate in effect immediately after such event;OS0
    
    =
    
    the number of Common Shares outstanding immediately prior
to such event;X
    
    =
    
    the total number of Common Shares issuable pursuant to such
rights, warrants or convertible securities; andY
    
    =
    
    the number of Common Shares equal to the aggregate price
payable to exercise such rights, warrants or convertible
securities divided by the average of the Last Reported Sale
Prices of Common Shares over the ten consecutive Trading
Day period ending on the Business Day immediately preceding
the Record Date (or, if later, the Ex-Dividend Date) for
the issuance of such rights, warrants or convertible
securities.
    24




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Distributed Property
 ER
= ER0   x
    
    SP0
SP0  FMV
  ER0
    
    =
    
    the Exchange Rate in effect immediately prior to such distribution;ER
    
    =
    
    the Exchange Rate in effect immediately after such distribution;SP0
    
    =
    
    the average of the Last Reported Sale Prices of the Common Shares
over the ten consecutive Trading Day period ending on the Business
Day immediately preceding the Record Date for such distribution
(or, if earlier, the Ex-Dividend Date); andFMV
    
    =
    
    the fair market value (as determined by the Board of Trustees) of
the shares of beneficial interest, evidences of indebtedness,
assets or property distributed with respect to each outstanding
Common Share on the Record Date for such distribution (or, if
earlier, the Ex-Dividend Date).
 provided
 Spin-Off
 ER
= ER0   x
    
    FMV0 + MP0
MP0
 25




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ER0
    
    =
    
    the Exchange Rate in effect immediately prior to such distribution;ER
    
    =
    
    the Exchange Rate in effect immediately after such distribution;FMV0
    
    =
    
    the average of the Last Reported Sale Prices of the beneficial
interests distributed to Holders of Common Shares applicable to
one Common Share over the first ten consecutive Trading Day period
after the effective date of the Spin-Off; andMP0
    
    =
    
    the average of the Last Reported Sale Prices of Common Shares over
the first ten consecutive Trading Day period after the effective
date of the Spin-Off.
 provided
 Trigger Event
 26




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ER
= ER0    x
    
    SP0  T

SP0  C
  ER0
    
    =
    
    the Exchange Rate in effect immediately prior to
the Record Date for such distribution;ER
    
    =
    
    the Exchange Rate in effect immediately after the
Record Date for such distribution;SP0
    
    =
    
    the average of the Last Reported Sale Prices of
the Common Shares over the period of ten
consecutive Trading Days ending the Business Day
immediately preceding the Record Date (as defined
in clause (f) of this Section) for such
distribution (or, if earlier, the Ex-Dividend date
relating to such distribution); andT
    
    =
    
    the dividend threshold amount (Dividend Threshold
Amount), which amount shall initially be $0.435
per quarter and which shall be appropriately
adjusted from time to time for any share dividends
on, or subdivisions or combinations of, Common
Shares; provided, that if an Exchange Rate
adjustment is required to be made as a result of a
distribution that is not a quarterly dividend
either in whole or in part, the
 27




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Dividend Threshold
Amount shall be deemed to be zero; andC
    
    =
    
    the amount in cash per share that Archstone-Smith
Trust distributes to Holders of Common Shares.
 provided
   ER = ER0     x
    
    AC + (SP x OS)
 
SP x OS 0
  ER0
    
    =
    
    the Exchange Rate in effect on the date such
tender or exchange offer expires;ER
    
    =
    
    the Exchange Rate in effect on the day next
succeeding the date such tender or exchange offer
expires;AC
    
    =
    
    the aggregate value of all cash and any other
consideration (as determined by the Board of
Trustees) paid or payable for shares purchased in
such tender or exchange offer;OS0
    
    =
    
    the number of Common Shares outstanding
immediately prior to the date
 28




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such tender or exchange offer expires;OS
    
    =
    
    the number of Common Shares outstanding
immediately after the date such tender or exchange
offer expires; andSP
    
    =
    
    the average of the Last Reported Sale Prices of
Common Shares over the ten consecutive Trading Day
period commencing on the Trading Day next
succeeding the date such tender or exchange offer
expires,
  Record Date
   29




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Sufficient Shares to be Delivered
 Effect of Reclassification, Consolidation, Merger or Sale Merger Event
  30




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Reference Property
   31




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Certain Covenants
 Responsibility of Trustee
  Notice to Holders Prior to Certain Actions.
     32




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Shareholder Rights Plans
 Ownership Limit
 Net Share Settlement Election Net Share Settlement Election
 Registration of Common Shares provided that
 33




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ARTICLE 9  Repurchase of Notes at Option of Holders
 Repurchase of Securities at Option of the Holder on Specified Dates.
  Put Right Repurchase Date Put
Right Repurchase Price
  Put Right Repurchase Notice
     34




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Company Put Right
Notice
 Company Put
Right Notice Date
      35




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provided, however
    36




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provided, however,
    provided
   37




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Repurchase at Option of Holders Upon a Fundamental Change.
 Fundamental Change Repurchase Date Fundamental Change Repurchase Price
  Fundamental Change Repurchase Notice
 provided
      38




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Fundamental Change Company Notice
           39




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provided, however,
 provided, however
  40




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ARTICLE 10  Miscellaneous Provisions
 Ratification of Base Indenture
 Provisions Binding on Companys Successors
 Official Acts by Successor Corporation
 Addresses for Notices, Etc.
    41




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Governing Law
 Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee
  Non-Business Day
 No Security Interest Created
 Benefits of Indenture
 Table of Contents, Headings, Etc.
 42




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Execution in Counterparts
 Trustee
 Further Instruments and Acts
 Waiver of Jury Trial
 Force Majeure
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ARCHSTONE-SMITH OPERATING TRUSTBy:Name:
    Charles E. Mueller, Jr.Title:
    Chief Financial Officer and
Executive Vice President   By:Name:
    Caroline BowerTitle:
    Secretary U.S. BANK NATIONAL ASSOCIATION,
     as Trustee, as aforesaidBy:Authorized Person  By:Name:Title:




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SCHEDULE A
 Share PriceEffective Date
    
    $52.14
    
    $55.00
    
    $60.00
    
    $65.00
    
    $70.00
    
    $75.00
    
    $85.00July 14, 2006
    
    
    3.4585
    
    
    
    2.8269
    
    
    
    1.9550
    
    
    
    1.3141
    
    
    
    0.8468
    
    
    
    0.5126
    
    
    
    0.1188July 18, 2007
    
    
    3.4529
    
    
    
    2.7997
    
    
    
    1.9038
    
    
    
    1.2543
    
    
    
    0.7892
    
    
    
    0.4620
    
    
    
    0.0920July 18, 2008
    
    
    3.4290
    
    
    
    2.7442
    
    
    
    1.8167
    
    
    
    1.1573
    
    
    
    0.6983
    
    
    
    0.3860
    
    
    
    0.0532July 18, 2009
    
    
    3.3796
    
    
    
    2.6484
    
    
    
    1.6716
    
    
    
    1.0009
    
    
    
    0.5559
    
    
    
    0.2721
    
    
    
    0.0100July 18, 2010
    
    
    3.3164
    
    
    
    2.4923
    
    
    
    1.4113
    
    
    
    0.7159
    
    
    
    0.3093
    
    
    
    0.0944
    
    
    
    0.0000July 18, 2011
    
    
    3.4585
    
    
    
    2.4612
    
    
    
    0.9461
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000




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EXHIBIT A