Exhibit 10.4
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Eff. 2/3/03



                   AMLI RESIDENTIAL PROPERTIES TRUST
                     EXECUTIVE SHARE PURCHASE PLAN


     1.    BACKGROUND AND PURPOSE.  AMLI Residential Properties Trust, a
Maryland real estate investment trust (the "REIT"), the general partner of
AMLI Residential Properties, L.P., a Delaware limited partnership (the
"Partnership"), has established the AMLI Residential Properties Trust
Executive Share Purchase Plan (the "Plan"), effective as of May 1, 1996.
The Partnership owns (a) all of the preferred stock and approximately 95%
of the common stock of AMLI Management Company, a Delaware corporation
("AMC"), and (b) all of the preferred and common stock of AMLI
Institutional Advisors, Inc., an Illinois corporation ("AIA").  AMC owns
all of and is the sole member of Amli Residential Construction, LLC,
("Amrescon").  Each of   AMC, AIA and Amrescon is referred to herein
individually as a "Service Company" and collectively as the "Service
Companies".  The Partnership may from time to time acquire, directly or
indirectly, a greater than 50% economic interest in other entities that may
adopt the Plan and become additional Service Companies hereunder, with the
consent of the Compensation Committee of the REIT.  The REIT, the
Partnership, and the Service Companies are referred to individually herein
as an "affiliated Company" and collectively as "Affiliated Companies".  The
following provisions constitute an amendment, restatement and continuation
of the Plan as in effect immediately prior to July 30, 2002 (the "Effective
Date").

     The Plan is intended to enable the REIT, the Partnership and the
Service Companies to attract and retain qualified trustees, officers and
other key employees by providing such individuals the opportunity to share
in the growth and success of the REIT and Partnership through proprietary
interests in the REIT or Partnership.

     2.    ADMINISTRATION.  The authority to manage and control the
operation and administration of the Plan shall be vested in a committee
appointed by the Board of Trustees of the REIT (the "Committee").  Any
interpretation of the Plan by the Committee and any decision made by the
Committee on any matter within its discretion is final and binding on all
persons.  No member of the Committee shall be liable for any action or
determination made with respect to the Plan.

     3.    PARTICIPATION.  Officers and employees of the Affiliated
Companies shall become "Participants" in the Plan in accordance with the
following:

     (a)   The Committee shall determine and designate the officers and
           key employees of the REIT and Partnership that shall be
           eligible to participate in the Plan.

     (b)   Each Service Company Committee shall determine and designate
           the officers and key employees of such Service Company that
           shall be eligible to participate in the Plan.  The term
           "Service Company Committee" means, with respect to each Service
           Company, the Board of Directors of such Service Company, or a
           committee appointed by such Board of Directors and composed of
           two or more members thereof for the purposes of granting
           purchase rights under the Plan and exercising certain
           administrative responsibilities with respect thereto.





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     4.    SHARE PURCHASE.  Subject to the conditions and limitations of
the Plan, each Participant who is an employee of the REIT shall have the
opportunity to purchase common shares of beneficial interest, $.01 par
value per share, of the REIT ("Shares"), and each Participant who is an
employee of the Partnership or a Service Company shall have the opportunity
to purchase units of limited partnership interest in the Partnership
("Units") in accordance with the following rules:

     (a)   The maximum number of Shares which may be purchased in any
           calendar year by an eligible Participant is the lesser of (i)
           the number of Shares with a Fair Market Value of 50 percent of
           the Participant's annual base salary, or (ii) the number of
           Shares with a Fair Market Value of $100,000, determined using
           the Fair Market Value of the Shares and base salary in effect
           as of the date of purchase.

     (b)   The maximum number of Units which may be purchased in any
           calendar year is the lesser of (i) the number of Units with a
           Fair Market Value of 50 percent of the Participant's annual
           base salary, or (ii) the number of Units with a Fair Market
           Value of $100,000, determined using the Fair Market Value (as
           defined in paragraph 5) of the Units and base salary in effect
           as of the date of purchase.

     (c)   Participants may only purchase Shares or Units, as applicable,
           once in any calendar year during one of the quarterly Window
           Periods during that year, as elected by the Participant.  The
           term "Window Period" means the 10 business day period
           commencing on the third business day following the REIT's
           public release of its quarterly earnings.

     (d)   A Participant shall purchase Shares or Units, as applicable, as
           of any date during the Window Period by notifying the
           Committee, or its designee, in writing of his election to
           purchase Shares or Units under the Plan.  Such notification
           shall specify the number of Shares of Units the Participant
           wishes to purchase and shall be accompanied by payment of the
           Purchase Price for such Shares or Units, together with any
           applicable withholding taxes.  The withholding taxes and the
           Purchase Price shall be paid by the Participant in cash or by
           check.

     (e)   Units purchased shall represent limited partnership interests
           in the Partnership and shall be accorded the rights
           ("Conversion Rights") described in Section 4.2(e) of the
           Agreement of Limited Partnership of AMLI Residential
           Properties, L.P., providing for the exchange of Units for
           Shares.  A Participant who purchases Units shall be required to
           exercise his Conversion Rights simultaneously with the purchase
           of such Units.

     5.    PURCHASE PRICE.  The "Purchase Price" for each Share or Unit
purchased under the Plan shall be equal to 85% of the Fair Market Value of
a Share or Unit, as applicable, on the date such Shares or Units are
purchased in accordance with paragraph 4.  The "Fair Market Value" of a
Share shall mean the average of the high and low prices for such Share for
the day immediately preceding the date as of which Fair Market Value is
being determined (or if there was no reported sale on such date, on the
last preceding date on which any reported sale occurred), as reported on
the principal securities exchange on which the Shares are listed or
admitted to trading.  As of any date, the Fair Market Value of a Unit shall
equal the Fair Market Value of a Share.








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     6.    RESTRICTIONS ON SHARES.  During the Restricted Period (defined
below), the following rules shall apply to Shares purchased under the Plan,
and Shares acquired pursuant to Conversion Rights with respect to Units
purchased under the Plan:

     (a)   The Shares may not be sold, assigned, transferred, pledged
           (except to a Financial Institution (defined below) for a bona
           fide loan to a Participant, the proceeds of which are used to
           purchase or refinance the purchase of the Shares which are
           pledged) or otherwise encumbered.

     (b)   The certificate representing such Shares shall be registered in
           the name of the Participant and shall be deposited with the
           appropriate Affiliated Company, together with a stock power (in
           such form as the Affiliated Company may determine).

     (c)   The Participant shall be treated as a shareholder with respect
           to the Shares, including the right to vote such Shares.

The "Restricted Period" is the period beginning on the date the Shares are
purchased or, in the case of Shares acquired pursuant to the exercise of
Conversion Rights with respect to purchased Units, the date such Units are
purchased, and ending on the earlier of (i) the fifth anniversary of such
purchase date, (ii) the date of a Change in Control, or (iii) the date of
the Participant's termination of employment with the Affiliated Companies.
For purposes of this paragraph 7, the term "Change in Control" means the
happening of any of the following:  (i) the Company is merged into or
consolidated with another entity, or the shareholders of the Company
approve a definitive agreement to sell or otherwise dispose of all or
substantially all of its assets or adopt a plan of liquidation, provided,
however, that a Change in Control shall not be deemed to have occurred by
reason of a transaction, or a substantially concurrent or otherwise related
series of transactions, upon the completion of which the beneficial
ownership of the voting power of the Company, the surviving entity or
entity directly or indirectly controlling the Company or the surviving
entity, as the case may be, is held only by the same person (as defined
below)(although not necessarily in the same proportion) as held the
beneficial ownership of the voting power of the Company immediately prior
to the transaction or the substantially concurrent or otherwise related
series of transactions, except that upon the completion thereof, employees
or employee benefit plans of the Company may be a new holder of such
beneficial ownership; or (ii) the "beneficial ownership" (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of securities representing 20% or more of the combined
voting power of the Company is acquired by any "person" as defined in
Sections 13(d) and 14(d) of the Exchange Act (other than any trustee or
other fiduciary holding securities under an employee benefit or other
similar share plan of the Company); or (iii) at any time during any period
of two consecutive years, individuals who at the beginning of such period
were members of the Board of Trustees of the Company cease for any reason
to constitute at least a majority thereof (unless the election, or the
nomination for election by the Company's shareholders, of each new trustee
was approved by a vote of at least two-thirds of the trustees still in
office at the time of such election or nomination who were trustees at the
beginning of such period).  A "Financial Institution" is a state or
federally chartered bank or licensed brokerage firm with assets of at least
$10 million.

     7.    TRANSFER AT TERMINATION OF RESTRICTED PERIOD.  At the end of
the Restricted Period with respect to any Shares, the certificate
representing such Shares shall be transferred to the Participant (or the
Participant's legal representative or heir) free of all restrictions.








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     8.    CONSEQUENCES OF SALE DURING RESTRICTED PERIOD.If a
Participant sells, assigns, transfers, pledges or otherwise encumbers
Shares purchased under the Plan (other than a pledge of Shares as security
for a loan from a Financial Institution, the proceeds of which loan are
used to purchase or refinance the purchase of the Shares) in violation of
paragraph 6(a), then that Participant shall forever be prohibited from
purchasing any additional Shares as a Participant in the Plan.  Upon the
request of the REIT Committee, a Participant shall be required to produce
evidence satisfactory that the Shares have not been disposed of in
violation of paragraph 6(a) of the Plan.

     9.    WITHHOLDING.  The Affiliated Companies shall have the right to
require a Participant to pay to the Affiliated Company the amount of any
taxes that are required to be withheld with respect to a Participant's
participation in the Plan.

     10.   NO EMPLOYMENT RIGHTS.  The Plan does not constitute a contract
of employment, and participation in the Plan will not give any Participant
the right to be retained in the employ of the Affiliated Companies or any
right or claim to any benefit under the Plan unless such right or claim has
specifically accrued under the terms of the Plan.

     11.   SHAREHOLDER OR PARTNER STATUS.  No Participant shall have any
rights of a shareholder of the REIT or a partner in the Partnership until
Shares or Units, as applicable, are issued to such Participant.  Shares
issued under the Plan may be acquired from authorized but unissued Shares
or Shares held in the REIT's treasury, or both.

     12.   AMENDMENT OF THE PLAN.  Subject to any approval of the
shareholders of the REIT which may be required, the Board of Trustees of
the REIT may at any time amend, suspend or terminate the Plan.



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     I, Charlotte Sparrow, Secretary of AMLI Residential Properties Trust,
hereby certify that the foregoing is a true, correct and complete copy of
the AMLI Residential Properties Trust Executive Share Purchase Plan
approved and adopted by the Board of Trustees of said Trust on February 3,
2003.

     Dated this 3rd day of February, 2003.




                                       /s/ Charlotte Sparrow
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                                       Secretary as Aforesaid



















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