Exhibit 10.2


    Essex
      Portfolio, L.P.

    Thirteenth
      Amendment to

    First
      Amended and Restated Agreement of Limited Partnership

     

    This
      Thirteenth Amendment is made as of October 26, 2006 by Essex Property Trust,
      Inc., a Maryland corporation, as general partner (the “General Partner”) of
      Essex Portfolio L.P., a California limited partnership (the “Partnership”) and
      as attorney in fact for all limited partners of the Partnership pursuant to
      the
      Partnership Agreement (as defined below), for the purpose of amending the First
      Amended and Restated Agreement of Limited Partnership of the Partnership dated
      September 30, 1997 (the “Partnership Agreement”). All capitalized terms used
      herein and not defined shall have the respective meanings ascribed to them
      in
      the Partnership Agreement.

    


    WHEREAS,
      each Person listed on Schedule
      1
      attached
      hereto (each a “Contributor”), or such person’s predecessor-in-interest, has
      made the Capital Contribution to the Partnership enumerated on such Schedule 1
      opposite
      such person’s name in connection with that certain Real Estate Purchase
      Agreement, concerning the Property referred to in such agreement, by and between
      Essex Portfolio L.P. and Belmont
      Terrace Associates, a limited partnership, also known as Belmont Terrace
      Associates Limited Partnership, a California limited partnership,
      the
      Contributors’ predecessor-in-interest, dated as of July 14, 2006, as
      amended.

    


    WHEREAS,
      the General Partner desires to admit the Contributors to the Partnership as
      Additional Limited Partners.

    


    NOW
      THEREFORE, in consideration of the mutual covenants contained herein, and other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto agree as follows:

    


    Section
      1. Admission
      of Limited Partners.

    


    (a) Each
      Contributor has made the Capital Contribution set forth next to its name on
      Schedule 1.
      In
      consideration of this Capital Contribution and pursuant to Section 4.6(a)
      of the Partnership Agreement, each Contributor is hereby admitted as an
      Additional Limited Partner of the Partnership.

    


    (b) Pursuant
      to Section 4.6(b) of the Partnership Agreement, the General Partner hereby
      consents to the admission of each Contributor as an Additional Limited Partner
      of the Partnership. Pursuant to Section 4.3(a) of the Partnership
      Agreement, the General Partner hereby issues to each Contributor the number
      of
      common units of limited partnership in the Partnership (“Partnership Units”) set
      forth next to each Contributor’s name on Schedule 1.

    


    (c) The
      admission of each Contributor as an Additional Limited Partner of the
      Partnership shall become effective as of the date of this Amendment, which
      shall
      also be the date upon which the name of Contributor is recorded on the books
      and
      records of the Partnership.

    


    Section 2. Amendment
      to Partnership Agreement; Grant of Rights.

    


    (a)
       Pursuant
      to Sections 4.6(d) and 13.7(b) of the Partnership Agreement, the General
      Partner, as general partner of the Partnership, hereby amends the Partnership
      Agreement by adding to and modifying Exhibit A
      thereto
      as in effect prior to this Amendment to reflect the admission of the
      Contributors as Additional Limited Partners and the other information set forth
      on Schedule
      1
      hereto.

    


    (b) Pursuant
      to Section 11.1 of the Partnership Agreement, all Partnership Units received
      by
      the Contributors, as set forth on Schedule
      1,
      shall
      have the “Rights” provided in Article XI, and as set forth in Exhibit I, of the
      Partnership Agreement; except that, notwithstanding the foregoing, with respect
      to such Partnership Units, the Rights shall not be exercisable until on or
      after
      that date which is one
      year
      after the date of this Amendment. The Partnership Agreement shall be deemed
      amended to reflect this restriction on the Rights associated with such
      Partnership Units.

    


    The
      General Partner will promptly after the date hereof prepare a restated
Exhibit
      A
      reflecting the effect of this Amendment.

    


    Except
      as
      modified herein, all terms and conditions of the Partnership Agreement shall
      remain in full force and effect.

    


    The
      Remainder of This Page Has Been Intentionally Left Blank.]

    
      
        

      

    

    
    

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

    


    


    GENERAL
      PARTNER:

    


    ESSEX
      PROPERTY TRUST, INC.

    


    By:
/S/
      Jordan E. Ritter

    Name:
      Jordan E. Ritter 

    Title:
      Senior Vice President/General Council 

    


    


    LIMITED
      PARTNERS:

    


    ESSEX
      PROPERTY TRUST, INC.,

    as
      attorney-in-fact for the Limited Partners

     

    
      By:
/S/
        Jordan E. Ritter

      Name:
        Jordan E. Ritter 

      Title:
        Senior Vice President/General Council 


    

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      [Schedule
        1]

      


      Schedule
        1, which sets forth Additional Limited Partners information, has been omitted
        pursuant to Item 601(b)(2) of Regulation S-K; Copies of such schedule will
        be
        furnished supplementally to the SEC upon
        request.