Q1 2004 Exhibit 10.1





                                                           Exhibit 10.1




ELEVENTH AMENDMENT TO THE

                     FIRST AMENDED AND RESTATED

                     AGREEMENT OF LIMITED PARTNERSHIP OF

                      ESSEX PORTFOLIO, L.P.

Dated as of March 29, 2004

This Eleventh Amendment to the First Amended and Restated Agreement of
Limited Partnership of Essex Portfolio, L.P., as amended (as amended, the
"Partnership Agreement"), dated as of the date shown above (the
"Amendment"), is executed by Essex Property Trust, Inc., a
Maryland corporation (the "General Partner"), as the General
Partner and on behalf of the existing Limited Partners of Essex Portfolio, L.P.
(the "Partnership") and any individuals to whom Series Z-1
Incentive Units are issued and who are admitted as Additional Limited Partners
on or after the date of this Amendment in accordance with the terms of the
Partnership Agreement and this Amendment.

RECITALS

WHEREAS, the Partnership was formed pursuant to the Partnership
Agreement;

WHEREAS, the Partnership amended the Partnership Agreement in the Seventh
Amendment to the Partnership Agreement (the "Seventh
Amendment") to authorize the issuance of an aggregate amount of 400,000
Series Z-1 Incentive Units (the "Series Z-1 Incentive Units")
of limited partnership interests in the Partnership with rights, terms and
conditions as set forth in the Seventh Amendment;

WHEREAS, pursuant to the authority granted to the General Partner under the
Partnership Agreement, the General Partner desires to amend the Partnership
Agreement to provide that the Compensation Committee has the authority to
determine the schedule of percentage increase in the Distribution Ratchet
Percentage and the Conversion Ratchet Percentage for Series Z-1 Units at the
time of issuance of the Series Z-1 Units so long as such schedule is no less
favorable to the participating executives than the schedule set forth in the
Limited Partnership Agreement immediately prior to such amendment.

NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends the Partnership Agreement as
follows:



	Definitions.  Capitalized terms used herein, unless otherwise defined
herein, shall have the same meanings as set forth in the Partnership
Agreement.

	Amended Definitions.  


	Section 1.1 of the Partnership Agreement is hereby amended to delete
the definitions of "Series Z-1 Conversion Ratchet
Percentage" and "Series Z-1 Distribution Ratchet
Percentage" in their entirety and to substitute the following
definitions in their place:

"Series Z-1 Conversion Ratchet Percentage" with
respect to any Series Z-1 Incentive Unit (i) shall equal 0% on the date of
authorization of issuance, or upon issuance, of such Series Z-1 Incentive Unit,
(ii) shall increase by twenty (20) percentage points on January 1 of the first
calendar year after the date of authorization of issuance, or upon issuance, of
such Series Z-1 Incentive Unit, on which (x) the holder of such Series Z-1
Incentive Unit is an employee of the General Partner and/or the Partnership
and/or any subsidiary or affiliate thereof as of such January 1, (y) the
Actual FFO Per Share of the General Partner for the calendar year preceding such
January 1 is greater than or equal to the Series Z-1 Target FFO for such year,
and (z) the Series Z-1 Conversion Ratchet Percentage prior to such increase is
less than 100%, and (iii) shall increase ten (10) percentage points on January 1
of every calendar year thereafter on which the conditions in clauses (x), (y)
and (z) of the immediately preceding clause (ii) are met; provided,
however, that (a) the Compensation Committee may authorize the issuance
of, or issue, Series Z-1 Incentive Units with a different schedule of percentage
increase in the Conversion Ratchet Percentage than set forth in clauses (i),
(ii) and (iii) above and such schedule shall be set forth in a subscription
agreement executed at the time of issuance of the Series Z-1 Incentive Unit; and
provided, further that such schedule is no less favorable to the
Series Z-1 Partners than the schedule set forth in clauses (i), (ii)and (iii)
above; and (b) if the Compensation Committee determines that Actual FFO Per
Share is no longer an appropriate corporate performance parameter for
establishing management objectives or that the applicable target levels are no
longer feasible in light of factors or circumstances outside of the
Partnership's or the General Partner's control (such as general economic
conditions, legal/regulatory changes, war or similar events), it may, in its
reasonable good faith discretion without any consent or other action on the part
of the Series Z-1 Partners or any other Partners of the Partnership, revise and
amend the requirement in (y) above (and any definitions involved therein) to
reflect one or more different or additional parameters, objectives or
performance measures, so long as the Compensation Committee, in its reasonable
good faith discretion, determines that the revised or amended clause (y) is,
considered as a whole, comparable or more effective as a means for analyzing the
performance of the Partnership and incentivizing the Series Z-1 Partners (it
being understood that such amended or restated clause (y) shall not be more
difficult to achieve than the present requirements of clause (y)).

"Series Z-1 Distribution Ratchet Percentage" with
respect to any Series Z-1 Incentive Unit (i) shall equal 10% on the date of
authorization of issuance, or upon issuance, of such Series Z-1 Incentive Unit,
(ii) shall increase, on January 1 of the first calendar year after the date of
issuance of such Series Z-1 Incentive Unit, to (a) twenty-five percent (25%) if
the Series Z-1 Conversion Ratchet Percentage with respect to such Series Z-1
Incentive Units also increases to 20% percent, or (b) fifteen percent (15%) if
the Series Z-1 Conversion Ratchet Percentage with respect to such Series Z-1
Incentive Units remains at 0%, (iii) shall increase, to the extent it has not
already done so, to twenty-five percent (25%) at such time as such Series Z-1
Conversion Ratchet Percentage is equal to 20%, and (iv) after such time as the
Conversion Ratchet Percentage with respect to such Series Z-1 Incentive Units is
equal to or greater than 30%, the Series Z-1 Distribution Ratchet Percentage
shall be equal to the Series Z-1 Conversion Ratchet Percentage with respect to
such Series Z-1 Incentive Units; provided, however that the
Compensation Committee may authorize the issuance of, or issue, Series Z-1
Incentive Units with a different schedule of percentage increase in the
Distribution Ratchet Percentage than set forth in clauses (i), (ii) and (iii)
above and such schedule shall be set forth in a subscription agreement executed
at the time of issuance of the Series Z-1 Incentive Unit; and provided,
further that such schedule is no less favorable to the Series Z-1
Partners than the schedule set forth in clauses (i), (ii)and (iii) above.

	Amendment to Section 5 of the Seventh Amendment.  Section 5 of
the Seventh Amendment is hereby amended to delete Section 5 in its
entirety and to substitute the following in its place:

Admission of Series Z-1 Partners.  Effective immediately prior to the
effectiveness of the next succeeding sentence, the capital accounts of the
Partnership shall be adjusted to reflect each Partner's share of the net fair
market value of the Partnership's assets (a "book-up") by adjusting
the Gross Asset Values of all Partnership assets to their respective gross fair
market values and allocating the amount of such adjustment as Net Property Gain
or Net Property Loss pursuant to Section 2(b) or 2(c) of
Exhibit E hereof.  Each person who is issued a Series Z-1 Incentive Unit
shall (a) make a Capital Commitment to the Partnership in the amount of $1.00
per Unit and (b) be admitted as an Additional Limited Partner in accordance with
Sections 4.3 and 4.6 of the Partnership Agreement, holding that number of
Series Z-1 Incentive Units as is set forth next to his or her name on
Exhibit R.  It is the intention of the Partnership that only
directors, officers or other employees of the General Partner shall be issued
Series Z-1 Incentive Units and only such persons may become Series Z-1 Partners.
At the Partnership's election, taking into account the provisions of Section 402
of the Sarbanes-Oxley Act of 2002, the Partnership may allow a Series Z-1
Partner to have a positive Series Z-1 Clawback Amount; provided,
however, that prior to a Series Z-1 Partner becoming a director or
executive officer of the General Partner, within the meaning of Section 402 of
the Sarbanes-Oxley Act of 2002, as amended, such Series Z-1 Partner shall pay to
the Partnership the aggregate Capital Commitment for the Series Z-1 Incentive
Units that have been issued to such Series Z-1 Partner.  If the Partnership does
not elect to allow a Series Z-1 Partner to have such a positive Series Z-1
Clawback Amount, then upon the issuance of any Series Z-1 Incentive Units to
such Series Z-1 Partner, the Capital Commitment calculated on a unit-by-unit
basis for such Series Z Incentive Units shall be immediately due and payable to
the Partnership.  Each person who is issued a Series Z-1 Incentive Unit shall
become a party to the Partnership Agreement as a Limited Partner and shall be
bound by all the terms, conditions and other provisions of the Partnership
Agreement, as amended by this Amendment.  Pursuant to Section 4.6(b) of
the Partnership Agreement, the General Partner hereby consents to the admission
of each Person who is issued a Series Z-1 Incentive Unit as an Additional
Limited Partner of the Partnership.  The admission of a Series Z-1 Partner shall
become effective as of the date such Series Z-1 Partner executes a counterpart
signature page to this Amendment (and such other written agreements as the
General Partner may require), which shall also be the date on which the name of
a Series Z-1 Partner is recorded on the books and records of the Partnership.
The admission of a Series Z-1 Partner shall not require the consent or approval
of any other Limited Partner.

	Continuing Effect of Partnership Agreement.  Except as modified
herein, the Partnership Agreement is hereby ratified and confirmed in its
entirety and shall remain and continue in full force and effect,
provided, however, that to the extent there shall be a conflict
between the provisions of the Partnership Agreement and this Amendment, the
provisions in this Amendment will prevail.  All references in any document to
the Partnership Agreement shall mean the Partnership Agreement, as amended
hereby.

	Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
shall constitute one and the same agreement.  Facsimile signatures shall be
deemed effective execution of this Agreement and may be relied upon as such by
the other party.  In the event facsimile signatures are delivered, originals of
such signatures shall be delivered to the other party within three business days
after execution.

IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the
date indicated above.
GENERAL PARTNER


ESSEX PROPERTY TRUST, INC.,

a Maryland corporation as General Partner

of Essex Portfolio, L.P. and on behalf of the existing Limited Partners


 

 

By:

Keith R. Guericke

Chief Executive Officer & President





































Exhibit E




[Exhibit E to the Eleventh Amendment is the same as
Exhibit E to the Seventh Amendment]




















Exhibit R



List of Series Z-1 Unitholders



	
Series Z-1 Unitholder
	
Number of Units

	
Keith Guericke
	
10,607

	
Michael Schall
	
10,607

	
Craig Zimmerman
	
8,159

	
John Eudy
	
8,159

	
Bob Talbott
	
4,896

	
Jordan Ritter
	
4,896

	
John Burkart
	
4,569

	
Mark Mikl
	
4,569

	
Erik Alexander
	
16,971

	
Gerry Kelly
	
3,264

	
Maura Lederer
	
3,264

	
Bruce Knoblock
	
3,264

	
Bryan Meyer
	
3,264

	
Jamie Williams
	
9,464





















Exhibit S


Series Z-1 Target FFO amounts

The Series Z-1 Target FFO per share will be equal to the lesser of
(a) 110% of the actual FFO per share in the prior year or (b) the following
amounts:



	
2003
	 	
$4.195

	
2004
	 	
$4.61

	
2005
	 	
$5.07

	
2006
	 	
$5.58

	
2007
	 	
$6.14

	
2008
	 	
$6.75

	
2009
	 	
$7.42

	
2010
	 	
$8.16

	
2011
	 	
$8.97

	
2012
	 	
$9.87