Exhibit 10.3


    SUPPLEMENTAL
      INDENTURE

    TO
      INDENTURE

    


    This
      SUPPLEMENTAL INDENTURE, dated as of November 1, 2006 (the “Supplemental
      Indenture”), is entered into by and among Essex Portfolio, L.P., a California
      limited partnership (hereinafter called the “Issuer”), Essex Property Trust,
      Inc., a Maryland corporation (hereinafter called the “Guarantor”), and Wells
      Fargo Bank, N.A., as trustee hereunder (hereinafter called the “Trustee”), under
      the Indenture (defined below). Capitalized terms used and not otherwise defined
      herein shall have the respective meanings ascribed to such terms in the
      Indenture.

    


    WHEREAS,
      the Issuer, the Guarantor and the Trustee are parties to that certain Indenture,
      dated as of October 28, 2005 (the “Indenture”), pursuant to which the Issuer
      issued $225,000,000 aggregate principal amount of 3.625% Exchangeable Senior
      Notes due 2025 (the “Notes”);

    


    WHEREAS,
      the Issuer, the Guarantor and the Trustee desire to amend the Indenture as
      set
      forth herein to modify a provision of the Indenture to conform that provision
      to
      the description thereof set forth in the Offering Memorandum and to cure an
      ambiguity contained in the Indenture; 

    


      WHEREAS,
      pursuant to Section 9.01 of the Indenture, the Issuer, the Guarantor and the
      Trustee may amend or supplement the Indenture without the consent of the holders
      of the Notes in order to modify any provision of the Indenture to conform that
      provision to the description thereof set forth in the Offering Memorandum and
      to
      cure any ambiguity, omission, defect or inconsistency in the Indenture;
      and

    


    WHEREAS,
      all of the conditions set forth in the Indenture necessary to authorize the
      execution and delivery of this Supplemental Indenture and to make this
      Supplemental Indenture valid and binding have been satisfied.

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Issuer, the Guarantor and the Trustee hereby
      agree to amend the Indenture as follows:

    


    ARTICLE
      I

    AMENDMENTS

    


    Section
      1.1 Amendment.
      Section
      13.05(e) of the Indenture is hereby amended and restated in its entirety to
      read
      as follows:

    


    “(e) In
      case
      the Guarantor shall, by dividend or otherwise, distribute to all or
      substantially all holders of its Common Stock cash (including any quarterly
      cash
      dividend, but excluding (x) any quarterly cash dividend distributed on the
      Common Stock to the extent the aggregate cash dividend per share of Common
      Stock
      in any Fiscal Quarter does not exceed $0.84 (as adjusted to reflect subdivisions
      and combinations of the Common Stock, the “dividend
      threshold amount”),
      (y)
      any dividend or distribution in connection with the liquidation, dissolution
      or
      winding up of the Guarantor, whether voluntary or involuntary, and (z) any
      dividend or distribution in connection with a reclassification, consolidation,
      merger, binding share exchange or sale to which Section 13.06 applies), then,
      in
      such case, the Exchange Rate shall be increased so that the same shall equal
      the
      rate determined by multiplying the Exchange Rate in effect on the applicable
      record date by a fraction,

    


    (i) the
      numerator of which shall be the Current Market Price on such record date less
      the dividend threshold amount; and

    


    (ii) the
      denominator of which shall be the Current Market Price on such record date
      less
      the full amount of cash so distributed, as applicable to one share of Common
      Stock,

    


    such
      adjustment to be effective immediately prior to the opening of business on
      the
      day following the record date for such dividend or distribution; provided,
      that if
      an adjustment is required to be made as a result of a distribution that is
      not a
      quarterly dividend, the dividend threshold amount shall be deemed to be zero.
      If
      such dividend or distribution is not so paid or made, the Exchange Rate shall
      again be adjusted to be the Exchange Rate that would then be in effect if such
      dividend or distribution had not been declared.”

    


    ARTICLE
      II

    GENERAL
      PROVISIONS

    


    Section
      2.1  Effective
      Date.
      This
      Supplemental Indenture shall become effective and be operative as of the date
      first above written.

    


    Section
      2.2 Ratification
      of Indenture.
      Except
      as expressly amended by this 

    Supplemental
      Indenture, the Indenture is in all respects hereby acknowledged, ratified and
      confirmed and shall continue in full force and effect in accordance with the
      terms thereof.

    


    Section
      2.3 Successors.
      All
      agreements of the Issuer, the Guarantor and the Trustee in this Supplemental
      Indenture shall bind their respective successors and assigns.

    


    Section
      2.4 Governing
      Law.
      This
      Supplemental Indenture shall be 

    governed
      by, and construed in accordance with, the laws of the State of New York,
      including, without limitation, Section 5-1401 of the New York General
      Obligations Law.

    


    Section
      2.5 Severability.
      In case
      any provision of this Supplemental 

    Indenture
      shall be deemed invalid, illegal or unenforceable, the validity, legality and
      enforceability of the remaining provisions shall not in any way be affected
      or
      impaired thereby. 

    


    Section
      2.6 Headings.
      The
      Article and Section headings in this 

    Supplemental
      Indenture are for convenience only and shall not affect the construction of
      this
      Supplemental Indenture.

    


    Section
      2.7 Counterparts.
      This
      Supplemental Indenture may be 

    executed
      in any number of counterparts, each of which shall be deemed an original but
      all
      such counterparts shall together constitute the same instrument.

    


    Section
      2.8 Unity.
      All
      provisions of this Supplemental Indenture 

    shall
      be
      deemed to be incorporated in, and made a part of, the Indenture and the Notes.
      The Indenture and the Notes, as amended and supplemented by this Supplemental
      Indenture, shall be read, taken and construed as one and the same
      instrument.

     

    Section
      2.9 Trustee
      Not Responsible.
      The
      recitals contained in this Supplemental Indenture shall be taken as the
      statements of the Issuer and the Guarantor, and the Trustee assumes no
      responsibility for their correctness.

    


    Section
      2.10 Trust.
      The
      Trustee accepts the trusts created by the Indenture, as supplemented by this
      Supplemental Indenture, and agrees to perform the same upon the terms and
      conditions of the Indenture, as supplemented hereby.

    


    Section
      2.11 Third-Party
      Beneficiaries.
      Nothing
      in this Supplemental Indenture express or implied, shall give to any Person,
      other than the parties hereto, and their successors under the Indenture, and
      the
      Holders any benefit or any legal or equitable right, remedy or claim under
      the
      Indenture.

    


    Section
      2.12.  Trust
      Indenture Act.
      If any
      provisions hereof limit, qualify or conflict with any provisions of the TIA
      required under the TIA to be a part of and govern this Supplemental Indenture,
      the provisions of the TIA shall control. If any provision hereof modifies or
      excludes any provision of the TIA that may be so modified or excluded, the
      latter provisions shall be deemed to apply to this Supplemental Indenture as
      so
      modified or excluded, as the case may be. 

    

      
        
          
            


            


          

           

        

        
           

          
            

          

        

        
           

          
          

        

      
IN
      WITNESS
      WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
      executed as of the date first above written.

    


    
      	
              ESSEX
                PORTFOLIO, L.P.

               

              By:
                 Essex
                Property Trust, Inc.

               

              Its
                Sole General Partner

               

            
	
              By:

            	
              /s/
                Michael T. Dance 

            
	 	
              Name:

            	
              Michael
                T. Dance

            
	 	
              Title:

            	
              Executive
                Vice President and Chief Financial
                Officer

            


    

    


     

    
      	
              ESSEX
                PROPERTY TRUST, INC., as Guarantor

               

            
	
              By:

            	
              /s/
                Michael T. Dance 

            
	 	
              Name:

            	
              Michael
                T. Dance

            
	 	
              Title:

            	
              Executive
                Vice President and Chief Financial
                Officer

            


    

    


    


    
      	
              WELLS
                FARGO BANK, N.A., as Trustee

               

            
	
              By:

            	
              /s/
                Maddy Hall 

            
	 	
              Name:

            	
              Maddy
                Hall

            
	 	
              Title:

            	
              Assistant
                Vice President