8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  December 8, 2008 (December 2, 2008)

ESSEX PROPERTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

001-13106

(Commission File Number)

Maryland	77-0369576
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

925 East Meadow Drive, Palo Alto, California 94303

(Address of Principal Executive Offices) (Zip Code)

(650) 494-3700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 1.01          Entry into a Material Definitive Agreement

On December 2, 2008, the Board of Directors of Essex Property Trust, Inc. (the “Company”) approved the adoption of a new deferred compensation plan the Essex Portfolio, L.P. 2005 Deferred Compensation Plan (the “2005 Deferred Compensation Plan”) and the amendment and restatement of the Essex Property Trust, Inc. Executive Severance Plan (the “Severance Plan”).  Such plans were adopted or amended and restated, as applicable, in order for such plans to comply with, or be exempt from, Section 409A (“Section 409A”) of the Internal Revenue Code.

2005 Deferred Compensation Plan

Apart from changes required by Section 409A, the material terms of the new 2005 Deferred Compensation Plan are substantially similar to the Company’s prior deferred compensation plan (which plan was frozen effective as of December 31, 2004). The 2005 Deferred Compensation Plan applies solely to compensation that is deferred after December 31, 2004.

Under the 2005 Deferred Compensation Plan, certain select management and highly compensated employees of the Company who are designated as eligible to participate may elect to defer up to 100% of base salary and up to 100% of the cash bonus for any year.  The initial election to defer must be made in the year before the compensation is earned. The Company does not currently make matching contributions, although the 2005 Deferred Compensation Plan permits the Company to make discretionary contributions.  The participant (or beneficiary in the case of death) shall become entitled to payment of his or her account upon the earlier of a (i) separation from service from the Company, (ii)  change in control of the Company, as defined in the 2005 Deferred Compensation Plan, or (iii) specified date.  Payments are generally made as a lump sum subject to a participant’s ability to elect a payout of amounts exceeding $150,000 over a period of 5, 10 or 15 annual installments.   A participant may subsequently change the form or timing of payment, within certain limitations, provided the change is not given effect for at least 12 months, is elected at least 12 months before the previously scheduled date for commencement of payment and payment is delayed for at least five years after the originally elected distribution date. No change to the form or timing of payment is permitted if it would have the effect of accelerating payment.  Under certain circumstances a distribution may also be made based on an unforeseeable emergency.  If required to comply with Section 409A, any payments made to a “key employee”, as defined under the 2005 Deferred Compensation Plan, will be delayed for a minimum of six months.    Participants also must allocate their deferred compensation account balances among hypothetical investment options directed by the participant  for the purpose of determining the rate of return on their account (although the Company does not guarantee a rate of return). A participant may change this allocation at any time in accordance with plan procedures.

Participants in the 2005 Deferred Compensation Plan are unsecured creditors of the Company and will be paid from the general assets of the Company.

Severance Plan

Changes to the Severance Plan include adding a six month delay following a separation of service for certain payments of nonqualified deferred compensation to “key employees”, revising the termination for “good reason” provision to include a notice and cure period and clarifying that legal fee and gross-up payments must be made within the timing parameters of Section 409A.

The foregoing summary of the new 2005 Deferred Compensation Plan and the amendments to the Severance Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the amended and restated plans attached hereto as Exhibits 10.1 and 10.2, which are incorporated herein by reference.

Item 9.01         Financial Statements and Exhibits

Exhibit No.	Description
10.1	Essex Portfolio, L.P. 2005 Deferred Compensation Plan (as amended and restated)
10.2	Essex Property Trust, Inc. Executive Severance Plan (as amended and restated)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  December 8, 2008	ESSEX PROPERTY TRUST, INC.
	By:	/s/ Michael T. Dance
		Michael T. Dance
		Senior Executive Vice President & Chief Financial Officer

EX-10.1

Exhibit 10.1

ESSEX PORTFOLIO, L.P.

2005 DEFERRED COMPENSATION PLAN

The purpose of the Essex Portfolio, L.P. 2005 Deferred Compensation Plan (the “Plan”) is to enable Eligible Employees of Essex Portfolio, L.P. (the “Company”) and its Affiliates to defer the receipt of all or a portion of their current compensation, including cash bonuses, and to be credited with hypothetical investment earnings on a tax favored basis on such deferred amounts until distribution is made due to a Separation from Service (whether by reason of retirement, death, Disability or some other termination of employment), a Change in Control or a Fixed Distribution Date selected by the Eligible Employee (as these terms are hereinafter defined).

The Plan is an“employee pension benefit plan” within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  The Plan is intended to be an individual account plan that is notamoney purchase plan, and is intended to qualify for the alternative method of compliance with the reporting and disclosure requirements of Part 1, and to be exempt from Parts 2 through 4, of Subtitle B of Title I of ERISA as an unfunded “top hat” plan designed primarily to provide deferred compensation for a select group of management or highly compensated employees.  Please refer to Exhibit C for more information about the Plan and your rights under ERISA.

The Plan is intended to complement the Essex Portfolio, L.P. Deferred Compensation Plan which was established on January 1, 1999 (the “Prior Plan”).  Effective on and after December 31, 2004, the Prior Plan was frozen and no new contributions will be made to it.  However, any deferrals made to the Prior Plan before January 1, 2005 (as adjusted to reflect hypothetical investment earnings and losses) will continue to be governed by the terms and conditions of the Prior Plan in effect as of October 3, 2004.  Any deferrals made after December 31, 2004 will be deemed to have been made under this Plan and all such deferrals will be governed by the terms and conditions of the Plan as it may be amended from time to time.

ARTICLE I

DEFINITIONS

1.01        “Account” means the Participant’s Account, or if applicable, “Subaccount,” which records the Participant’s interest in the Plan attributable to Participant Deferrals, any Company Contributions made on behalf of such Participant and any investment earnings thereon.

1.02        “Administrative Committee” means the Chief Executive Officer, Chief Financial Officer and the Vice President of Human Resources of the Company presiding ex officioor their delegates.

1.03        “Affiliate” means (a) a member of a controlled group of corporations of which the Company is a member of (b) an unincorporated trade or business which is under common control with the Company as determined in accordance with Code Section 414(c).  For purposes hereof, a “controlled group of corporations” means a controlled group of corporations as defined in Code Section 1563(a), determined without regard to Code Sections 1563(a)(4) and 1563(e)(3)(c).

1.04        “Beneficiary” means the person or persons, natural or otherwise, designated by a Participant to receive any benefit payable under the Plan in the event of the Participant’s death.  To be effective, any such designation and any alteration or revocation thereof shall be in writing, in such form as the Administrative Committee may prescribe and shall be filed with the Administrative Committee prior to the Participant’s death.  If at the time a death benefit becomes payable no designation of Beneficiary is on file with the Administrative Committee, or if the designated Beneficiary does not survive the Participant, the Beneficiary shall be the Participant’s surviving spouse, or in the event there is no such surviving spouse, the Participant’s estate.

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1.05        “Base Salary” means an Eligible Employee’s annual base salary.

1.06        “Board” means the board of directors of the Company.

1.07        “Business Day” means each day that the New York Stock Exchange and the Company are both open for business.

1.08        “Change in Control” shall be deemed to have occurred upon the first to occur of any of the following events in accordance with Code Section 409A:

(a)        a “change in ownership of the Company” means the date that any one person, or more than one person acting as a group (as defined below), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; provided, that, if any one person or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the Company (or to cause a “change in the effective control” (as defined in subsection (b) below)).  An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this section;

(b)        a “change in effective control of the Company,” means the date that either: (i) any one person, or more than one person acting as a group (as defined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company; or (ii) a majority of members of the Board are replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or

(c)        a “change in the ownership of a substantial portion of the Company’s assets,” means the date that any one person, or more than one person acting as a group (as defined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.  For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.  Notwithstanding the foregoing, a Change of Control shall not occur when there is a transfer to an entity that is controlled by the shareholders of the Company immediately after the transfer, as provided in this paragraph (c).  A transfer of assets by the Company is not treated as a change in the ownership of such assets if the assets are transferred to:

(i) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

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(ii) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

(iii) a person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or

(iv) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii).

Persons will not be considered to be acting as a group solely because they purchase assets of the same corporation at the same time, or as a result of the same public offering.  However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the corporation.  If a person, including an entity shareholder, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

1.09        “Code” means the Internal Revenue Code of 1986, as from time to time amended and the regulations promulgated thereunder.

1.10        “Company” means EssexPortfolio, L.P., a California limited partnership, its successors and assigns.

1.11        “Company Contributions” shall mean any discretionary nonelective contributions that the Chief Executive Officer of the Company may authorize from time to time.

1.12        “Disability” means disability as defined under Code Section 409A.  A Participant meeting any one of the following requirements has a Disability:

(a)        the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12-months; or

(b)        the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12-months, receiving income replacement benefits for a period of not less than 3-months under an accident and health plan covering employees of the entity that employs the Participant.

1.13        “Election Date” means December 15 of the Plan Year preceding the Plan Year in which the Eligible Employee’s election to defer compensation will take effect.

1.14        “Eligible Employee” meansan employee of the Company or an Affiliate who is designated as eligible to participate in the Plan by the Administrative Committee as set forth on “Exhibit A”.  Exhibit A may be amended from time to time to reflect changes in the Eligible Employees designated to participate in the Plan.  The designation of an employee as an Eligible Employee for a particular year shall not be binding with respect to any employee’s eligibility to make deferrals for any subsequent year.

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1.15        “Final Distribution Date” means the earlier of the date on which (i) a Participant experiences a Separation from Service with the Company and all Affiliates, whether by reason of retirement, Disability, death or some other termination of employment or (ii) a Change in Control occurs.

1.16        “Fixed Distribution Date” means a datewhich is selectedby the Participant for the payment of the Participant’s Account inaccordance with Code Section 409A and with the rules and procedures established by the Administrative Committee.

1.17        “Investment Policy” means the document entitled “Essex Portfolio, L.P. Investment Policy Statement” attached hereto and designated “Exhibit B,” and as amended from time to time by the [Administrative Committee] which sets forth the limitationson a Participant’s authority regardingthe investment of assets held in the brokerage account described in Article IV of the Plan.

1.18        “Key Employee” means a “specified employee” as described under Code Section 409A.  As of the Effective Date, a Key Employee is an employee of the Company or an Affiliate who, as of a Determination Date, is any of the following:

(a)        An officer of the Company or an Affiliated Company (as defined in (d) below) having Applicable Compensation (as defined in (d) below) that exceeds the Applicable Compensation Amount (as defined in (d) below) provided that no more than fifty officers shall be determined to be Key Employees as of any Determination Date.  Officers shall not include employees who have not yet completed six months of service, who normally work less than seventeen and a half hours per week or fewer than six months during any year, or who are under age 21.

(b)        An employee of the Company or any Affiliated Company who owns more than five percent of the shares or voting power of the stock of the Company or any Affiliated Company that employs the employee.

(c)        An employee of the Company or any Affiliated Company, who has Applicable Compensation from the Company, or any Affiliated Company, as applicable, of more than US$150,000, and who owns more than one percent of the shares or voting power of the stock of the Company or any Affiliated Company that employs the employee.

(d)        Definitions.

 (i)          Applicable Compensation means compensation reportable in Box 1 of the Internal Revenue Service Form W-2 issued to the employee

 (ii)         Applicable Compensation Amount means the amount set forth in Section 416(i)(1)(A)(i) of the Code, as adjusted annually in accordance with the requirements therein.  For the determination of Key Employees with respect to the 2007 Determination Date (i.e., individuals who shall be treated as Key Employees for the year commencing April 1, 2008), annual Applicable Compensation shall be equal to US$145,000.

 (iii)        Affiliated Company means any corporation included with the Company in a controlled group of corporations as determined under Code Section 414(b), or a trade or business under common control with the Company as determined under Code Section 414(c), any organization which is a member of an affiliated service group as determined under Code Section 414(m), and any other organization required to be included under Code Section 414(o), but only during the period such corporation, or trade or business or organization is, as applicable, under common control with the Company or in a controlled group of corporations with the Company.

 (iv)        Determination Date means each December 31.  If a Participant is determined to be a Key Employee on a Determination Date, then such Participant shall be considered a Key Employee for purposes of the Plan during the period beginning on the first April 1 following the Determination Date and ending on the immediately subsequent March 31.

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1.19        “Participant” means each Eligible Employee who has elected to participate in the Plan.

1.20        “Participant Deferral” means theamount of Base Salary, bonus and other cash compensation deferred by a Participant pursuant to Section 3.01.

1.21        “Plan” means the Essex Portfolio, L.P. 2005 Deferred Compensation Plan.

1.22        “Prior Plan” means the Essex Portfolio, L.P. Deferred Compensation Plan as in effect on October 3, 2004.

1.23        “Plan Year” means the calendar year.

1.24        “Separation from Service” means a separation from service from the Company and each Affiliate that satisfies the requirements of Code Section 409A.

1.25        “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from:

(a)        an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Code Section 152(a));

(b)        loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to the home not otherwise covered by insurance); or

(c)        other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant as may otherwise be permitted under Code Section 409A.

Financial hardship shall not constitute an Unforeseeable Emergency under the Plan to the extent that it is, or may be, relieved by (i) reimbursement or compensation, by insurance or otherwise, (ii) liquidation of the Participant’s assets to the extent that the liquidation of such assets would not itself cause severe financial hardship, or (iii) cessation of deferrals under the Plan.  The need to send a Participant’s child to college or the desire to purchase a home shall not be deemed to be an Unforeseeable Emergency.

1.26        “Valuation Date” means each Business Day.

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ARTICLE II

PARTICIPATION

An Eligible Employee shall become a Participant by electing, in accordance with procedures established by the Administrative Committee, to make Participant Deferrals pursuant to Section 3.01 hereof.

ARTICLE III

DEFERRALS

3.01        Election to Defer Compensation.

(a)        Election Period.  On or before the Election Date for a Plan Year each Eligible Employee may elect, in accordance with rules and procedures established by the Administrative Committee, to make Participant Deferrals with respect to Base Salary, bonus and other cash compensation that will be earned in the following Plan Year (the “Deferral Election”).  After the last day of the Plan Year preceding the date the Participant’s Deferral Election is to be effective or such earlier date established by the Administrative Committee, a Participant’s Deferral Election for the subsequent Plan Year shall be irrevocable and unless otherwise permitted under Code Section 409A (e.g., a cancellation of Deferral Elections due to Disability or an Unforeseeable Emergency) shall remain in force for the applicable Plan Year.

(b)        Amount of Participant Deferrals.  The amount of Base Salary which an Eligible Employee may elect to defer for a Plan Year shall be a flat dollar amount or percentage which shall not exceed 100% of the Eligible Employee’s Base Salary for such Plan Year (after required withholding for income, FICA and other payroll-based taxes and elective contributions to employee benefit programs other than this Plan).  Each Eligible Employee may also elect to defer a flat dollar amount or percentage which shall not exceed 100% of the Eligible Employee’s cash bonus or other cash compensation for such Plan Year (after required withholding for income, FICA and other payroll-based taxes and elective contributions to employee benefit programs other than this Plan) and shall not be less than $1,000. Participant Deferrals under the Plan by a Participant shall reduce the amount of the applicable type of compensation otherwise payable currently to such Participant.

3.02        Distribution Election.  On or before the Election Date for the first Plan Year in which an Eligible Employee makes a Deferral Election to the Plan, the Eligible Employee may elect, in accordance with rules and procedures established by the Administrative Committee, to receive his or her Account balance on a Fixed Distribution Date.  In the event a Participant elects a Fixed Distribution date his or her entire Account balance will be distributed on the first to occur of such Fixed Distribution Date or the Final Distribution Date.  The Eligible Employee may also elect, in accordance with rules and procedures established by the Administrative Committee, to receive his or her Account balance on the Fixed Distribution Date as a lump sum or in installments; however,  installments will only be payable if on the date of distribution the Participant’s Account balance, under this Plan exceeds $150,000.

Each Participant’s distribution election shall apply to his or her entire Account and shall remain in force unless and until such time as the Participant elects to modify his or her distribution election in accordance with this Section 3.02.  In addition, if a Participant continues participation in the Plan after receiving (or beginning to receive) a distribution from his or her Account in accordance with Section 5.01, then a new distribution election must be made.  Notwithstanding the foregoing to the contrary, in the event the Participant receives or commences receiving distributions from his or her Account (e.g., as a result of Change in Control or the occurrence of a Fixed Distribution Date) in a year in which he is still making deferrals to the Plan, his initial distribution election shall remain in force with respect to any remaining deferrals made during that Plan Year and a new distribution election must be made with respect to any Deferral Election made in subsequent Plan Years.  If a Participant fails to make a specific distribution election at the Election Date for the first Plan Year (or in the year when a Fixed Distribution Date occurs), his Account (or his deferrals made beginning after the Plan Year in which the Fixed Distribution Date occurs) shall be distributed upon his Final Distribution Date in a cash lump sum.

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A Participant may modify his distribution election by submitting a completed and executed form approved by the Administrative Committee for such purposes in which the Participant may elect to change the form of distribution and/or select a new Fixed Distribution Date; provided, however, that such modified distribution election will not be given effect unless it is provided to the Administrative Committee at least twelve months before the first distribution becomes payable to the Participant, such election is not given effect for at least twelve months after receipt by the Administrative Committee and the newly elected distribution date is at least five years after the originally elected distribution date.  Notwithstanding the foregoing to the contrary, to the extent permitted by the transitional guidance issued under Code Section 409A, a Participant may modify his distribution election in accordance with the policies and procedures established by the Administrative Committee.  For example, in 2007, in accordance with the transitional guidance issued by the Internal Revenue Service, the Administrative Committee permitted Participants to make a new distribution election for amounts deferred with respect to the 2005, 2006 and 2007 Plan Years.

3.03        Company Contributions.  As soon as practicable after the end of each Plan Year or in the event of a Change in Control, immediately prior to such Change in Control, the Company shall credit to each Participant’s Account such amount asmay be determined by the Chief Executive Officer of the Company as a Company Contribution.  All such amounts credited to the Participants’ Accounts shall remain obligations of the Company to the Participants and shall be reflected on the Company’s books by separate accounting entries.

The provisions of this Section 3.03 may not be amended after the date of a Change in Control without written consent of a majority in both number and interest of the Participants in this Plan, other than with respect to those Participants who were (i) neither employed by the Company or an Affiliate as of the date of the Change in Control and (ii) not receiving nor eligible to commence receiving benefits under the Plan as of the date of the Change in Control, both immediately prior to the Change in Control and at the date of such amendment.

ARTICLE IV

ACCOUNTS AND INVESTMENTS

4.01        Deferred Compensation Accounts.  Participant Deferrals shall be credited to the Participant’s Account as of the Valuation Date(s) coincident with or next following the date(s) on which, but for the Participant’s Deferral Election, such amounts would have been payable to the Participant.  The amount in a Participant’s Account shall also be adjusted as of each Valuation Date to reflect hypothetical investment earnings (or losses) equal to the actual net investment earnings or losses reported by a registered securities broker/dealer engaged by the Administrative Committee in its sole discretion with respect to a separate portfolio of securities held in a brokerage account established by the company.  A Participant may, subject to the Investment Policy and such other rules and procedures as may be established by the Administrative Committee, direct the broker/dealer as to the acquisition or disposition of securities held in such brokerage account.

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4.02        Adjustment of Accounts.  As of the Valuation Date coincident with or immediately preceding the last day of each calendar month, the Account of each Participant shall be adjusted to reflect (a) the hypothetical net investment earnings (or losses) described in Section 4.01, (b) costs or expenses directly associated with the buying or selling of securities for the benefit of the Participant, and (c) Participant Deferrals and any Company Contributions to, and distributions from, such Account, in each case since the Valuation Date coincident with of immediately preceding the last day of the preceding calendar month.

4.03        Investment of Accounts. The Administrative Committee will not monitor Participants’ investment instructions, but it may exercise its authority to require a Participant to liquidate an investment if it determines, in its solediscretion, that the investment is inconsistentwith (i) the Investment Policy, (ii) any other term or provision of the Plan or (iii) any term or provision of the Company’s agreement with the broker/dealer maintainingsuch brokerage account.

ARTICLE V

DISTRIBUTION OF BENEFITS

5.01        Distributions.  Distributions from a Participant’s Account shall commence on the first to occur of the (i) Final Distribution Date or (ii) Fixed Distribution Date, if any, selected by the Participant in his distribution election form.

(a)        Final Distribution Date. Upon a Participant’s Final Distribution Date, the Participant (or the Participant’s Beneficiary if the Participant is deceased) shall be paid the Participant’s entire Account balance as of the Valuation Date coinciding with or next following the Final Distribution Date, adjusted for any hypothetical investment earnings (or losses) and reduced by any required tax withholding in a single lump sum payment.  However, a Participant who elected, in accordance with rules and procedures established by the Administrative Committee, to be paid his or her Account balance in annual installments over a period of 5, 10 or 15 years shall be paid in installments but only if, as of the Final Distribution Date, the Participant’s Account balance under this Plan exceeds $150,000.  The amount of each annual installment shall be determined by dividing a Participant’s Account balance on November 15 of the prior year by the number of installments remaining.  For example, if a Participant elects to commence 15 installments in 2008, the Participant’s November 15, 2007 Account balance will be divided by 15 and the Participant shall receive a distribution of such amount.  Notwithstanding the foregoing to the contrary, a Participant’s final installment payment shall equal the entire Account balance as of the date the final distribution is made.  Payment of the Participant’s Account shall commence as soon as practicable following the Final Distribution Date but no later than December 31 of the year in which the Final Distribution Date occurs or, if later, the date which is 2-1/2 months following the Final Distribution Date.

(b)        Fixed Distribution Date.  In the event the Participant selected a Fixed Distribution Date which occurs before his or her Final Distribution Date, the Participant’s entire Account balance as of the Valuation Date coinciding with or next following the Fixed Distribution Date, adjusted for any hypothetical investment earnings (or losses) and any required tax withholding shall be paid in a single lump sum payment.  However, a Participant who elected, in accordance with rules and procedures established by the Administrative Committee, to be paid his or her Account balance in annual installments over a period of 5, 10 or 15 years shall be paid in installments but only if, as of the Fixed Distribution Date, the Participant’s Account balance under this Plan exceeds $150,000.  The amount of each annual installment shall be determined by dividing the Participant’s Account balance on November 15 of the prior year by the number of installments remaining.  Notwithstanding the foregoing to the contrary, a Participant’s final installment payment shall equal the entire Account balance on the date the final distribution is made.  Payment of the Participant’s Account shall commence as soon as practicable after the Valuation Date coinciding with or next following the Fixed Distribution Date but no later than December 31 of the year in which the Fixed Distribution Date occurs or, if later, the date which is 2½ months following the Fixed Distribution Date.

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(c)        Post-Distribution Deferrals.  In the event a Participant remains eligible, or again becomes eligible to make deferrals to the Plan following a distribution (or the commencement of a distribution) of his or her Account balance in accordance with Sections 5.01(a) or (b), above Participant Deferrals and Company Contributions made after such distribution begins shall be credited to a new Subaccount.  The distribution of the portion of the Participant’s new Subaccount that is attributable to any Participant Deferrals, Company Contributions or earnings thereon that are made in the same Plan Year that the initial distribution from the Participant’s Account began shall be governed by the Participant’s original distribution election.  However, the portion of the Participant’s Subaccount that is attributable to any Participant Deferrals, Company Contributions or earnings thereof that are made in any Plan Year subsequent to the year the initial distribution began will be governed by the default described in Section 3.02 unless the Participant makes a new distribution election executed in accordance with Section 3.02.

5.02        Delayed Distribution to Key Employees.  Notwithstanding any other provision in this Article V, the payment of the Account of a Participant who is eligible to receive a distribution pursuant to Section 5.01(a) above due to a Separation from Service and who is a Key Employee at the time of such Separation from Service will be delayed for a minimum of six months.  Any payment that otherwise would have been made pursuant to Section 5.01(a) during such six month period, adjusted for investment experience, will be made in one lump sum payment no later than the last day of the seventh month from the date of the Participant’s Separation from Service.  After the lump sum catch-up payment has been made any remaining installment payments shall be paid in accordance with their normal schedule.  The determination of which Participants are Key Employees will be made by the Administrative Committee on an annual basis in accordance with Section 1.18 of the Plan.  (A Participant whose Separation from Service is due solely to his or her death will not be subject to the delay in distribution otherwise required by this Section 5.02.)

5.03        Distributions due to an Unforeseeable Emergency.  In the event of a Participant’s Unforeseeable Emergency, and upon application by such Participant, the Administrative Committee may determine in its sole discretion that payment of all, or part, of the Participant’s Account will be made in one lump sum payment no later than sixty business days following the date on which the distribution is approved by the Administrative Committee.  Payments due to a Participant’s Unforeseeable Emergency will be permitted only to the extent reasonably required to satisfy the Participant’s need.  The minimum amount of a distribution due to a Participant’s Unforeseeable Emergency will be $10,000.

5.04        Distributions Pursuant to a Qualified Domestic Relations Order. Notwithstanding any other provision of this Article V, upon receipt of a qualified domestic relations order (as defined in Code Section 414(p)(1)(B)), the Participant’s Account shall be divided into two Subaccounts in accordance with the requirements of such qualified domestic relations order.  The portion of the Subaccount which is payable to the “Alternate Payee” (as defined below) pursuant to such qualified domestic relations order shall be distributed to the Alternate Payee at the same time and in the same form as the Participant’s Account is distributed.  Further, any limitation or condition imposed by the Plan upon a Participant or his rights hereunder shall, unless expressly indicated otherwise, also serve to limit or condition the rights of an Alternate Payee of the Participant's Account(s). “Alternate Payee” shall mean any individual awarded a portion of a Participant’s benefits under the Plan pursuant to a qualified domestic relations order.  The Alternate Payee shall be treated as a Participant for purposes of making investment instructions with regard to the Subaccount.

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ARTICLE VI

PLAN ADMINISTRATION

6.01        Administration of Plan.  The Company shall have the sole responsibility for making contributions to the Plan, if any, and shall have the sole authority to amend or terminate, in whole or in part, this Plan at any time.The Administrative Committee shall have the sole responsibility for the administration of the Plan.  The Company does not guarantee to any Participant in any manner the effect under any tax law or Federal or state statute of the Participant’s participation in this Plan.

6.02        Claims Procedure.

(a)        Informal Resolution of Questions.  Any Participant or Beneficiary who has questions or concerns about his benefits under the Plan is encouraged to communicate with the Administrative Committee.  If this discussion does not give the Participant or Beneficiary satisfactory results, a formal claim for benefits may be made in accordance with the procedures of this Section 6.02.

(b)        Formal Benefits Claim – Review by Administrative Committee.  A Participant or Beneficiary may make a written request for review of any matter concerning his benefits under this Plan.  The claim must be addressed to the Administrative Committee, 2005 Deferred Compensation Plan, Essex Portfolio, L. P., 925 E. Meadow Drive, Palo Alto, California 94303.  The Administrative Committee shall decide the action to be taken with respect to any such request and may require additional information if necessary to process the request.  The Administrative Committee shall review the request and shall issue its decision, in writing, no later than 90 days after the date the request is received, unless the circumstances require an extension of time.  If such an extension is required, written notice of the extension shall be furnished to the person making the request within the initial 90-day period, and the notice shall state the circumstances requiring the extension and the date by which the Administrative Committee expects to reach a decision on the request.  In no event shall the extension exceed a period of 90 days from the end of the initial period.

(c)        Notice of Denied Request.  If the Administrative Committee denies a request in whole or in part, it shall provide the person making the request with written notice of the denial within the period specified in Section 6.02(b) above.  The notice shall be written in language calculated to be understood by the claimant, and shall include (i) the specific reason for the denial, (ii) specific reference to pertinent Plan provisions upon which the denial is based, (iii) a description of any additional material or information which may be needed to clarify or perfect the request, with an explanation of why such information is required, and (iv) an explanation of the Plan’s appeal procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on appeal.

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(d)        Appeal to Administrative Committee.

 (1)        A person whose request has been denied in whole or in part (or such person’s authorized representative) may file an appeal of the decision in writing with the Administrative Committee within 60 days of receipt of the denial.  The appeal must be addressed to:  Administrative Committee, Administrative Committee, 2005 Deferred Compensation Plan, Essex Portfolio, L. P., 925 E. Meadow Drive, Palo Alto, California 94303.  The appellant and/or his authorized representative shall be permitted to submit written comments, documents, records and other information relating to the claim for benefits.  Upon request and free of charge, the applicant should be provided reasonable access to and copies of, all documents, records or other information relevant to the appellant’s claim.

 (2)        The Administrative Committee’s review shall take into account all comments, documents, records and other information submitted by the appellant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.  The Administrative Committee shall not be restricted in its review to those provisions of the Plan cited in the original denial of the claim.

 (3)        The Administrative Committee shall issue a written decision within a reasonable period of time but not later than 60 days after receipt of the appeal, unless special circumstances require an extension of time for processing, in which case the written decision shall be issued as soon as possible, but not later than 120 days after receipt of an appeal.  If such an extension is required, written notice shall be furnished to the appellant within the initial 60-day period.  This notice shall state the circumstances requiring the extension and the date by which the Administrative Committee expects to reach a decision on the appeal.

 (4)        If the decision on the appeal denies the claim in whole or in part written notice shall be furnished to the appellant.  Such notice shall state the reason(s) for the denial, including references to specific Plan provisions upon which the denial was based.  The notice shall state that the appellant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits.  The notice shall also include a statement of the appellant’s right to bring an action under Section 502(a) of ERISA.

 (5)        The decision of the Administrative Committee on the appeal shall be made in the sole and exclusive discretion of the Administrative Committee.  The Administrative Committee has been given the maximum discretion available under law to interpret the Plan’s provisions, to make factual determinations regarding claims or entitlement to benefits, and otherwise to operate and administer the Plan.  It is the intent of the Company in adopting and maintaining the Plan that those interpretations and determinations be given binding and conclusive effect.

(e)        Exhaustion of Remedies.  No legal or equitable action for benefits under the Plan shall be brought unless and until the claimant has submitted a written claim for benefits in accordance with Section 6.02(b) above, has been notified that the claim is denied in accordance with Section 6.02(c) above, has filed a written request for a review of the claim in accordance with Section 6.02(d) above, and has been notified in writing that the Administrative Committee  has affirmed the denial of the claim in accordance with Section 6.02(d) above; provided, however, that an action for benefits may be brought after the Administrative Committee has failed to act on the claim within the time prescribed in Section 6.02(b) and Section 6.02(d), respectively.

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6.03        Powers and Duties of the Administrative Committee.  The Administrative Committee shall have such duties and powers as may be necessary to discharge its duties hereunder, including, but not by any way of limitation,the following:

(a) to construe and interpret the Plan and its interpretation thereof in good faith will be final and conclusive on all persons claiming benefits under the Plan;

(b) to decide all questions of eligibility and determine theamount, manner and time of payment of any benefits hereunder;

(c) to administer the claims and review procedures specified in Section 6.02;

(d) to prescribe procedures to be followed by Participants in filing deferral and distribution elections or revocations thereof;

(e) to prepare and distribute, in such manner as the Administrative Committee determines to be appropriate, information explaining the Plan;

(f) to receive from the Company, its Affiliates and from Participants such information as shall be necessary for the proper administration of the Plan;

(g) to furnish the Company, upon request, such reports with respect to the administration of the Plan as are reasonable and appropriate;

(h) to receive, review and keep on file (as it deems convenient and proper) reports of benefit payments by the Company and reports of disbursements for expenses directed by the Administrative Committee; and

(i) to appoint individuals to assist in the administration of the Plan and any other agents it deems advisable, including legal counsel.

The Administrative Committee shall have no power to add to, subtract from or modify any of the terms of the Plan, or to change or add to any benefits provided by the Plan, or to waive or fail to apply any requirements of eligibility for a benefit under the Plan.

6.04        Rules, Procedures and Decisions.  The Administrative Committee may adopt such rules and procedures as it deems necessary, desirable or appropriate.  All rules, procedures and decisions of the Administrative Committee shall be uniformly and consistently applied to all Participants in similar circumstances.  When making a determination or calculation, the Administrative Committee shall be entitled to rely upon information furnished by a Participant, the Company or the legal counsel of the Company.

6.05        Authorization of Benefit Payments.  The Company shall issue directions to the Administrative Committee concerning all benefits that are to be paid pursuant to the provisions of the Plan.

6.06        Indemnification of Administrative Committee.  The Administrative Committee and its members shall be indemnified by the Company against any and all liabilities arising by reason of any act or failure to act made in good faith pursuant to the provisions of the Plan, including expenses reasonably incurred in the defense of any claim relating thereto.

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ARTICLE VII

MISCELLANEOUS

7.01        No Right to Employment, etc.  Neither the creation of this Plan nor anything contained herein shall be construed as giving any Participant hereunder nor other employees of the Company or any Affiliate any right to remain in the employ of the Company or any Affiliate.

7.02        Successors and Assigns. All rights and obligations of this Plan shall inure to, and be binding upon the successors and assignsof the Company.

7.03        Inalienability.  Except so far as may be contrary to the laws of any state having jurisdiction in the premises and for transfers made pursuant to a qualified domestic relations order, as defined in Code Section 414(p), a Participant or Beneficiary shall have no right to assign, transfer, hypothecate, encumber, commute or anticipate his or her interest in any payments under this Plan and such payments shall not in any way be subject to any legal process to levy upon or attach the same for payment of any claim against any Participant or Beneficiary.

7.04        Incompetency.  If any Participant or Beneficiary is, in the opinion of the Administrative Committee, legally incapable of giving a valid receipt and discharge for any payment, the Administrative Committee may, at its option, direct that such payment or any part thereof by made to such person or persons who in the opinion of the Administrative Committee are caring for and supporting such Participant or Beneficiary, unless it has received due notice of claim from a duly appointed guardian or conservator of the estate of the Participant or Beneficiary.  A payment so made will be a complete discharge of the obligations under this Plan to the extent of and as to that payment, and neither the Administrative Committee nor the Company will have any obligation regarding the application of the payment.

7.05        Unfunded Plan.  The rights and interests of a Participant with respect to the balance in the Participant’s Account shall be solely those of a general creditor of the Company. It is intended that the Plan shall be unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.  The Company may establish a trust for the purposes of holding contributions made under the Plan. Any trust shall be a grantor trust within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code. Notwithstanding any provision in this Plan, any brokerage account established pursuant to Section 4.01, shall remain the property of the Company and shall be subject to the claims of the Company’s unsecured creditors. No Participant or beneficiary of a Participant shall have any claim of priority over any other creditor of the Company, or any security interestor other rights superior to the rights of a general creditor of the Company with respect to such brokerage accounts or any other asset of the Company.

7.06        Controlling Law.  To the extent not preempted by the laws of the United States of America, the laws of the State of California shall be the controlling state laws in all matters relating to this Plan.

7.07        Severability.  If any provisions of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, but this Plan shall be construed and enforced as if the illegal and invalid provisions never had been included herein.

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7.08        Gender and Number.  Whenever the context requires or permits, the gender and number of words shall be interchangeable.

7.09        Expenses.  The Company shall pay the expenses of administering the Plan. Notwithstanding the foregoing, the Company shall not be responsible for paying the costs or expenses directly associated with buying or selling securities.

ARTICLE VIII

AMENDMENT AND TERMINATION

8.01        Amendment to Conform to Law.  The Company may by amendment make such changes in, additions to, and substitutions in the provisions of this Plan, to take effect retroactively or otherwise, as deemed necessary or advisable for the purposes of conforming this Plan to any present or future law relating to plans of this or a similar nature, and to the administrative regulations and rulings promulgated thereunder.  Notwithstanding any provision of the Plan to the contrary, the Company reserves the right to the extent the Company deems necessary or advisable in its sole discretion to unilaterally amend or modify this Plan as may be necessary to permit the benefits provided under the Plan to qualify for exemption from or to comply with Code Section 409A; provided, however, that the Company makes no representation that the benefits provided under this  Plan will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the benefits provided under the Plan.

8.02        Other Amendments and Termination. The Company may amend or terminate this Plan at any time, without the consent of any Participant or Beneficiary.  Except as may be required to comply with Code Section 409A, this Plan shall not be amended or terminated so as to reduce or cancel the benefits which have accrued to a Participant or Beneficiary before (i) the date of adoption of the amendment or termination or, if later, (ii) the effective date thereof, and in the event of such amendment or termination, any such accrued benefit hereunder shall not be reduced or canceled.

8.03        Manner and Form of Amendment or Termination.  Any amendment or termination of this Plan by the Company shall be approved by the Chief Executive Officer of the Company in his or her sole discretion or by any other officer of the Company duly authorized by the Board. Certification of any amendment or termination of this Plan shall be finished to the Administrative Committee by the Company.

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8.04        Notice of Amendment or Termination.  The Administrative Committee shall notify Participants or Beneficiaries who are affected by any amendment or termination of this Plan within a reasonabletime thereof.

IN WITNESS WHEREOF, the undersigned has affixed his/her signature this 2nd day of December, 2008.

ESSEX PORTFOLIO, L.P.
By:	/s/ Michael T. Dance
Its:	Executive Vice President and
	Chief Financial Officer

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EXHIBIT A

Eligible Employees – 2008

Eligible Employees – 2007

Eligible Employees – 2006

Eligible Employees – 2005

Names have been omitted but will be provided to the SEC upon request.

EXHIBIT B

ESSEX PORTFOLIO, L.P

INVESTMENT POLICY STATEMENT

Dated as of January 1, 2005 and amended as of January 1, 2009

This statement of Investment Policy (the Investment Policy) outlines the requirements and restrictions for the investment of funds that are held in the Essex Portfolio, L.P. 2005 Deferred Compensation Plan (the “Plan”) on behalf of selected executives that have been authorized to participate in the Plan (“Participating Executive”).

Each Participating Executive will have discretion to direct the investment of vested funds as outlined in Plan documents.  The Company encourages Participating Executives to seek appropriate investment counsel and to develop a diversified portfolio consistent with prudent investment management practices.  The Company will not actively review your account, recommend investments or portfolio allocations, or otherwise assist in the management of the funds invested in the deferred compensation plans.  The responsibility for the investment selection and management of such accounts will be borne by the Executives.

BROAD RANGE OF INVESTMENTS.

All purchases of investment securities will be recommended by the Participating Executive for inclusion in an account established on his or her behalf and must be investments designated as “Approved Investments” (as set forth below) and investments in debt instruments created or guaranteed by the U.S. Government.  Dispositions of securities may be completed in the Participating Executive’s sole discretion.

The following types of investments are consistent with this Investment Policy.

APPROVED INVESTMENTS

Equities:

· Common Stocks listed on a recognized exchange

· Preferred Stocks listed on a recognized exchange

· Convertible Securities including Debentures

· American Depository Receipts (ADRs) of Foreign Companies

· Mutual funds actively traded in the United States

· Exchange traded funds

· Closed end funds

Fixed Income Investments:

· U.S. Government and Agency Securities (notes and bonds)

· Commercial Paper (rated Al or better)

· Corporate Bonds (rated BBB- or better)

Notwithstanding the foregoing, the following investments or transactions are prohibited:

PROHIBITED TRANSACTIONS.

· Purchase of derivative securities, including commodities, futures options and securities with embedded options (however, writing fully covered call options are acceptable).

· Purchase of restricted securities

· Purchase of securities issued by Essex Property Trust, Inc. or affiliates

· Purchase of foreign securities other than those listed on the New York Stock Exchange

· Purchase of tax-exempt securities

· Purchase of securities that, in the sole discretion of the Administrative Committee, are determined to be illiquid

· Purchasing of securities on margin

· Borrowing against held securities

· Selling securities short

· Purchasing shares or interests in limited partnerships

· Investments in, or extensions of credit to, corporations, trades or businesses owned or operated by the Participating Executive or by his/her spouse, lineal ascendants or lineal descendants or by any person related by marriage to such persons (“family members”)

· Any purchase, sale or exchange of assets held in the account with the Participating Executive or his/her family members

· Any loans or other extension of credit to the Participating Executive or any corporation, trade or business in which he/she, or any family member, has a more than a 5% equity interest

· Investments which are contractually prohibited in loan agreements or contracts involving Essex Property Trust, Inc. or its affiliates

INVESTMENT GUIDELINES.

The following are guidelines for the Participating Executive to consider in managing his/her account.  These are, however, only guidelines, and the Participating Executive will generally have the flexibility to manage investments to conform to his/her individual circumstances.  The guidelines are provided for his/her convenience and information and are intended merely as illustrative guidance regarding the type of investments that are consistent with the Investment Policy.  They are not a substitute for the independent judgment and acumen of the Participating Executive and his/her investment advisor.  The Company is not responsible for monitoring or suggesting appropriate investment strategies; that responsibility is borne solely by the Participating Executive.

1.             Stocks.

a.             Diversification: The equity portfolio should be well-diversified to avoid undue exposure to any single economic sector, industry group, or individual security.

b.            Quality and Marketability.  Common and Convertible preferred stocks should be of good quality and listed on either the New York or American Stock Exchange or traded in the over-the-counter market with the requirement that such stocks have adequate market liquidity relative to the size of the investment.  Holdings should generally meet a minimum total capitalization requirement of $750 million with adequate liquidity. Preferred stocks should be rated investment grade or “Baa3” or better by Moody’s Preferred Stock Ratings (“Moody’s”) or “BBB-“ or better by Standard & Poors.

c.            Concentration by Issuer.

i.         No more than 5% of total equity Fund assets shall be invested in the securities of any one issuing corporation.

ii.        No more than 10 of the market value of total equity Fund assets should be invested in any one industry at the time of purchase.

iii.       Investments in any corporation should be less than 5% of the outstanding shares of the corporation.

2.             Fixed Income Investments.

a.            Quality.  Marketable bonds at the time of purchase must be rated “Baa3” or “BBB-” or better, by either Standard & Poors or Moody’s, as applicable.

b.            Concentration Issuer.

i.         No limitations are placed on investments in U.S. Government guaranteed obligations (including fully guaranteed Federal agencies).

ii.        Investments in any one issuer (excluding obligations of the U.S. Government either direct or implied) shall not exceed 5% of total fixed income Fund assets based on market value.

iii.       Issues should be at least $100 million par value.

iv.       Fixed income holdingsfor the Fund should not represent more than 5% of the total issue.

c.            Maturity:  The investments should have an average maturity of not longer than twenty years at any time, and maturities should be staggered.

d.            Premium.  The premium paid for any Fixed Income security over par should not exceed one percent (1%) of the par value.

3.             Cash and Equivalents.

The investment manager may invest in commercial paper, repurchase agreements, Treasury bills, Certificate of Deposits and money market funds providing all such assets must represent maturities of one year or less.

4.             Commercial Paper.

a.            Quality. Must have a rating or not less than AI by Standard & Poors or P1 by Moody’s.

b.            Concentration by Issuer. Investment in any one issuer shall not exceed 5% total Fund assets at the time of purchase.

5.             Certificates of Deposit. Must be either (a) insured by and within the limits of insurance provided by the FDIC or (b) represent the obligations of a banking institution with at least A by Standard & Poors or comparable rating of Moody’s.

EXHIBIT C

PLAN INFORMATION

Name of Plan: Essex Portfolio, L.P. 2005 Deferred Compensation Plan

Type of Plan: Nonqualified Deferred Compensation Plan

Name, Address and

Phone Number of

Plan Administrator: Administrative Committee of

Essex Portfolio, L.P. 2005 Deferred Compensation Plan

c/o Suzanne Golden

925 E. Meadow Drive

Palo Alto, CA 94303

Phone: (650) 849-1663

Agent for Service

of Legal Process Administrative Committee of

Essex Portfolio, L.P. 2005 Deferred Compensation Plan

c/o Suzanne Golden

925 E. Meadow Drive

Palo Alto, CA 94303

Phone: (650) 849-1663

Funding: All benefits are paid from the general assets ofEssex Portfolio, L.P.

ERISA INFORMATION AND RIGHTS

Information Provided Under ERISA.  The name of the Plan is the Essex Portfolio, L.P. 2005 Deferred Compensation Plan.  The Plan is an unfunded, nonqualified deferred compensation plan, maintained on a calendar year basis.  The Administrative Committee named in the Plan is the Plan Administrator and agent for service of legal process. Essex Portfolio, L.P., a California limited partnership (the “Company”) is the sponsor of the Plan.  The Company bears the costs of all benefits under the Plan, which is paid from general assetsof the Company and which remain subject to the claims of creditors of the Company until distributed to participants in accordance with the terms of the Plan.  The Company’s address, telephone number, and employer identification number are as follows:

925 E. Meadow Drive

Palo Alto, CA 94303

Phone Number: (650)-494-3700

Employer Identification No.: 77-0369575

Statement of ERISA Rights. A Participant in the Plan is entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (“ERISA”). ERISA provides that all Plan Participants shall be entitled to examine, without charge, at the Plan Administrator’s office all Plan documents.  Copies of these documents and other Plan information may also be obtained upon written request to the Plan Administrator.  A reasonable charge may be made for copies.

In addition to creating rights for Plan Participants, ERISA imposes duties upon people who are responsible for the operation of this Plan.  The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest you and other Plan Participants and beneficiaries.  No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining benefits or exercising your rights under ERISA.  If your claim for benefits is denied whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights.  For instance, if you request a copy of the Plan documents or the latest annual report from the Plan Administrator and do not receive the materials within 30 days, you may file a suit in federal court. In such a case, the court may require the Plan Administrator to provide materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.  If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in state or federal court.  In addition, if you disagree with the Plan’s decision, or lack thereof, concerning the qualified status of a domestic relations order, you may file suit in federal court.  If you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in federal court.  The court will decide who should pay court costs and legal fees.  If you are successful, the court may order the person you have sued to pay these costs and fees.  If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

If you have any questions about the Plan, you should contact the Plan Administrator.  If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest Office of the Pension and Welfare Benefits Administration, U.S. Department of Labor listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210.  You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Pension and Welfare Benefits Administration.

EX-10.2

 Exhibit 10.2

ESSEX PROPERTY TRUST, INC.

Executive Severance Plan

as Amended and Restated Effective December 31, 2008

1.             Purpose.  Essex Property Trust, Inc. (the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel.  The Board of Directors of the Company (the “Board”) recognizes, however, that, as is the case with many publicly held corporations, the possibility of a Change in Control (as defined in Section 2 hereof) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.  Therefore, the Board has determined that the Essex Property Trust, Inc. Executive Severance Plan (the “Plan”) should be adopted to reinforce and encourage the continued attention and dedication of the President, Chief Financial Officer, any Executive Vice President, any Senior Vice President and any Vice President with ten (10) or more years of service with the Company (each, a “Covered Employee”; collectively, the “Covered Employees”), to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control.  Nothing in this Plan shall be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Covered Employee and the Company or any of its subsidiaries or affiliates (together with the Company, the “Employers”), the Covered Employee shall not have any right to be retained in the employ of the Employers.  The Plan has been amended and restated, effective as of December 31, 2008, in order to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury Regulations promulgated thereunder, as amended (the “Code”).

2.             Change in Control.  For purposes of this Plan, a “Change in Control” shall mean the occurrence of any one of the following events:

(a)           Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) other than any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of any of the Employers), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 30 percent or more of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Company’s Board of Directors (“Voting Securities”) (other than as a result of an acquisition of securities directly from the Company); or

(b)           persons who, as of July 1, 2000, constitute the Company’s Board of Directors (the “Incumbent Directors”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board (rounded up to the next whole number), provided that any person becoming a director of the Company subsequent to such date shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election by a vote of a majority of the Incumbent Directors; provided, however, that any person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” other than the Board of Directors, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

(c)           the consummation of any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, “beneficially own” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate 50 percent or more of the voting shares of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any).

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (a) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of shares of Voting Securities beneficially owned by any person (as defined in the foregoing clause (a)) to 30 percent or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if such person shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 30 percent or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (a).

3.             Effect of a Change in Control.  Upon a Change in Control, all loans to Covered Employees in connection with transactions in shares of common stock of the Company, or securities convertible into common stock, shall be forgiven.  All stock options granted to Covered Employees to purchase shares of common stock of the Company shall become fully exercisable and shall remain outstanding for the remainder of their original terms, regardless of any subsequent termination of employment of the Covered Employees.  Notwithstanding the foregoing, in the event of any corporate merger that constitutes a Change in Control, if the stock options are terminated without being assumed by the successor to the Company, the Covered Employees shall receive payment equal to the value of the cancelled stock options no later than 10 days after the Change in Control.  The value of such stock options (based on acceptable option valuation methodology) shall be determined by a financial advisor selected by the Company and approved by a majority of the Covered Employees whose approval shall not be unreasonably withheld.

4.             Terminating Event.  A “Terminating Event” shall mean the termination of employment of a Covered Employee in connection with any of the events provided in this Section 4 occurring within 12 months following a Change in Control:

(a)           termination by the Employers of the employment of the Covered Employee with the Employers for any reason other than for Cause or the death or disability (as determined under the Employers’ then existing long-term disability coverage) of such Covered Employee.  “Cause” shall mean, and shall be limited to, the occurrence of any one or more of the following events:

(i)           a willful act of dishonesty by the Covered Employee with respect to any matter involving any of the Employers; or

(ii)           conviction of the Covered Employee of a crime involving moral turpitude; or

(iii)           the deliberate or willful failure by the Covered Employee (other than by reason of the Covered Employee’s physical or mental illness, incapacity or disability) to substantially perform the Covered Employee’s duties with the Employers and the continuation of such failure for a period of 30 days after delivery by the Employers to the Covered Employee of written notice specifying the scope and nature of such failure and their intention to terminate the Covered Employee for Cause.

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A Terminating Event shall not be deemed to have occurred pursuant to this Section 4(a) solely as a result of the Covered Employee being an employee of any direct or indirect successor to the business or assets of either of the Employers, rather than continuing as an employee of the Employers following a Change in Control.  For purposes of clauses (i) and (iii) of this Section 4(a), no act, or failure to act, on the Covered Employee’s part shall be deemed “willful” unless done, or omitted to be done, by the Covered Employee without reasonable belief that the Covered Employee’s act, or failure to act, was in the best interest of the Employers; or

(b)           termination by the Covered Employee of the Covered Employee’s employment with the Employers for Good Reason.  “Good Reason” shall mean the occurrence of any of the following events:

(i)           a substantial adverse change in the nature or scope of the Covered Employee’s responsibilities, authorities, title, powers, functions, or duties from the responsibilities, authorities, powers, functions, or duties exercised by the Covered Employee immediately prior to the Change in Control; or

(ii)           a reduction in the Covered Employee’s annual base salary as in effect on the date hereof or as the same may be increased from time to time except for across-the-board salary reductions similarly affecting all or substantially all management employees; or

(iii)           the relocation of the Employers’ offices at which the Covered Employee is principally employed immediately prior to the date of a Change in Control to a location more than 30 miles from such offices, or the requirement by the Employers for the Covered Employee to be based anywhere other than the Employers’ offices at such location, except for required travel on the Employers’ business to an extent substantially consistent with the Covered Employee’s business travel obligations immediately prior to the Change in Control; or

(iv)           the failure by the Employers to pay to the Covered Employee any portion of his compensation or to pay to the Covered Employee any portion of an installment of deferred compensation under any deferred compensation program of the Employers within 15 days of the date such compensation is due without prior written consent of the Covered Employee; or

(v)           the failure by the Employers to obtain an effective agreement from any successor to assume and agree to perform this Agreement.

Notwithstanding the foregoing to the contrary, none of the circumstances described above will constitute Good Reason unless the Covered Employee has provided written notice to the Company that such circumstances exist within ninety (90) days of the Covered Employee’s learning of such circumstances and the Company has failed to cure such circumstances within thirty (30) days following its receipt of such notice; and provided further, that the Covered Employee did not previously consent in writing to the action leading to his or her claim of resignation for Good Reason.

5.             Special Termination Benefits.  In the event a Terminating Event occurs within 12 months after a Change in Control with respect to a Covered Employee,

(a)           the Employers shall pay to the Covered Employee an amount equal to the sum of the following:

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(i)           two (2) times the amount of the current annual base salary of the Covered Employee, determined prior to any reductions for pre-tax contributions to a cash or deferred arrangement or a cafeteria plan; and

(ii)           two (2) times the amount of the Covered Employee’s targeted annual bonus.

Said amount shall be paid in one lump sum payment no later than 31 days following the Date of Termination (as such term is defined in Section 8(b)); and

(b)           the Employers shall continue to provide health, dental and life insurance to the Covered Employee, on the same terms and conditions as though the Covered Employee had remained an active employee, for 24 months after the Terminating Event; and

(c)           the Employers shall pay to the Covered Employee all reasonable legal and mediation fees and expenses incurred by the Covered Employee in obtaining or enforcing any right or benefit provided by this Plan, except in cases involving frivolous or bad faith litigation initiated by the Covered Employee, provided, however, that all such reimbursements must be made no later than the last day of the third calendar year that begins after the Date of Termination.

Notwithstanding the foregoing, the special termination benefits required by Section 4(a) shall be offset by any severance amount paid or payable to the Covered Employee by the Employers under the terms of any employment agreement or other plan.  Further, notwithstanding anything in the Plan to the contrary, no amount payable under this Plan that is non-qualified deferred compensation subject to Code section 409A, as determined in the sole discretion of the Company, shall be paid unless the Covered Employee experiences a “separation from service” within the meaning of Code section 409A (a “Separation from Service”), and, if the Covered Employee is a “specified employee” within the meaning of Code section 409A as of the date of the Separation from Service (as determined in accordance with Code section 409A unless otherwise modified by the Company in its written procedures to determine and identify specified employees in effect on the Date of Termination), shall instead by paid or provided to the Covered Employee on the earlier of first business day after the date that (i) is six months following the Covered Employee’s Separation from Service or (ii) of the Covered Employee’s death, to the extent such delayed payment is required to avoid a prohibited distribution under Code section 409A(a)(2), or any successor provision thereof.

6.             Additional Benefits.

(a)           Anything in this Plan to the contrary notwithstanding, in the event it shall be determined that any compensation payment or distribution by the Employers to or for the benefit of the Covered Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by the Covered Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Covered Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) such that the net amount retained by the Covered Employee, after deduction of any Excise Tax on the Severance Payments, any Federal, state, and local income tax, employment tax and Excise Tax upon the payment provided by this subsection, and any interest and/or penalties assessed with respect to such Excise Tax and not after the deduction of any other taxes or amounts, shall be equal to the Severance Payments.  (The Gross-Up Payment is not intended to compensate the Covered Employee for any income taxes payable with respect to the Severance Payments.)

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(b)           Subject to the provisions of Section 6(c), all determinations required to be made under this Section 6, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by KPMG or any other nationally recognized accounting firm selected by the Employers (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Employers and the Covered Employee within 15 business days of the Date of Termination, if applicable, or at such earlier time as is reasonably requested by the Employers or the Covered Employee.  For purposes of determining the amount of the Gross-Up Payment, the Covered Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of the Covered Employee’s residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.  The initial Gross-Up Payment, if any, as determined pursuant to this Section 6(b), shall be paid to the Covered Employee within five days of the receipt of the Accounting Firm’s determination.  If the Accounting Firm determines that no Excise Tax is payable by the Covered Employee, the Employers shall furnish the Covered Employee with an opinion of counsel that failure to report the Excise Tax on the Covered Employee’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty.  Any determination by the Accounting Firm shall be binding upon the Employers and the Covered Employee.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Employers should have been made (an “Underpayment”).  In the event that the Employers exhaust their remedies pursuant to Section 6(c) and the Covered Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the Underpayment and required to be paid by the Covered Employee in connection with the proceedings described in Section 6(c), shall be promptly paid by the Employers to or for the benefit of the Covered Employee.

(c)           The Covered Employee shall notify the Employers in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Employers of the Gross-Up Payment.  Such notification shall be given as soon as practicable but no later than 10 business days after the Covered Employee knows of such claim and shall apprise the Employers of the nature of such claim and the date on which such claim is requested to be paid.  The Covered Employee shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to the Employers (or such shorter period ending on the date that any payment of taxes with respect to such claim is due).  If the Employers notify the Covered Employee in writing prior to the expiration of such period that they desire to contest such claim, provided that the Employers have set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, the Covered Employee shall:

(i)           give the Employers any information reasonably requested by the Employers relating to such claim,

(ii)           take such action in connection with contesting such claim as the Employers shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Employers,

(iii)           cooperate with the Employers in good faith in order effectively to contest such claim, and

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(iv)           permit the Employers to participate in any proceedings relating to such claim; provided, however, that the Employers shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Covered Employee harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses.  Without limitation on the foregoing provisions of this Section 6(c), the Employers shall control all proceedings taken in connection with such contest and, at their sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at their sole option, either direct the Covered Employee to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Covered Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Employers shall determine; provided, however, that if the Employers direct the Covered Employee to pay such claim and sue for a refund, the Employers shall advance the amount of such payment to the Covered Employee on an interest-free basis and shall indemnify and hold the Covered Employee harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Covered Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount.  Furthermore, the Employers’ control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Covered Employee shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or any other taxing authority.

(d)           If, after the receipt by the Covered Employee of an amount advanced by the Employers pursuant to Section 6(c), the Covered Employee becomes entitled to receive any refund with respect to such claim, the Covered Employee shall (subject to the Employers’ complying with the requirements of Section 6(c)) promptly pay to the Employers the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto).  If, after the receipt by the Covered Employee of an amount advanced by the Employers pursuant to Section 6(c), a determination is made that the Covered Employee shall not be entitled to any refund with respect to such claim and the Employers do not notify the Covered Employee in writing of their intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

(e)           Notwithstanding anything in the Plan to the contrary, any Gross-Up Payment must be made within the time required under Treas. Reg. Section 1.409A-3(i)(1)(v).

7.             Withholding.  All payments made by the Employers under this Plan shall be net of any tax or other amounts required to be withheld by the Employers under applicable law.

8.             Notice and Date of Termination; Disputes; Etc.

(a)           Notice of Termination.  Within 12 months after a Change in Control, any purported termination of a Covered Employee’s employment (other than by reason of death) shall be communicated by written Notice of Termination from the Employers to the Covered Employee or vice versa in accordance with this Section 8.  For purposes of this Plan, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Plan relied upon and the Date of Termination.  Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire membership of the Board at a meeting of the Board (after reasonable notice to the Covered Employee and an opportunity for the Covered Employee, accompanied by the Covered Employee’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the termination met the criteria for Cause set forth in Section 4(a) hereof.

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(b)           Date of Termination.  “Date of Termination,” with respect to any purported termination of a Covered Employee’s employment within 12 months after a Change in Control, shall mean the date specified in the Notice of Termination.  In the case of a termination by the Employers other than a termination for Cause (which may be effective immediately), the Date of Termination shall not be less than 30 days after the Notice of Termination is given.  In the case of a termination by a Covered Employee, the Date of Termination shall not be less than 15 days from the date such Notice of Termination is given.  Notwithstanding Section 4(a) of this Plan, in the event that a Covered Employee gives a Notice of Termination to the Employers, the Employers may unilaterally accelerate the Date of Termination and such acceleration shall not result in a second Terminating Event for purposes of Section 4(a) of this Plan.

(c)           No Mitigation.  The Covered Employee is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Covered Employee by the Employers under this Plan.  Further, the amount of any payment provided for in this Plan shall not be reduced by any compensation earned by the Covered Employee as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Covered Employee to the Employers, or otherwise.

(d)           Mediation of Disputes.  The parties shall endeavor in good faith to settle within 90 days any controversy or claim arising out of or relating to this Plan or the breach thereof through mediation with JAMS, Endispute or similar organizations.  If the controversy or claim is not resolved within 90 days, the parties shall be free to pursue other legal remedies in law or equity.

9.             Benefits and Burdens.  This Plan shall inure to the benefit of and be binding upon the Employers and the Covered Employees, their respective successors, executors, administrators, heirs and permitted assigns.  In the event of a Covered Employee’s death after a Terminating Event but prior to the completion by the Employers of all payments due him under this Plan, the Employers shall continue such payments to the Covered Employee’s beneficiary designated in writing to the Employers prior to his death (or to his estate, if the Covered Employee fails to make such designation).

10.           Enforceability.  If any portion or provision of this Plan shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Plan, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Plan shall be valid and enforceable to the fullest extent permitted by law.

11.           Waiver.  No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party.  The failure of any party to require the performance of any term or obligation of this Plan, or the waiver by any party of any breach of this Plan, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

12.           Notices.  Any notices, requests, demands, and other communications provided for by this Plan shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to a Covered Employee at the last address the Covered Employee has filed in writing with the Employers, or to the Employers at their main office, attention of the Board of Directors.

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13.           Effect on Other Plans.  Nothing in this Plan shall be construed to limit the rights of the Covered Employees under the Employers’ benefit plans, programs or policies.

14.           Amendment or Termination of Plan.

(a)           General.  The Company may amend or terminate this Plan at any time or from time to time; provided, however, that no such amendment shall, without the consent of the Covered Employees, in any material adverse way affect the rights of the Covered Employees, and no termination shall be made without the written consent of the Covered Employees.

(b)           Code Section 409A.  It is intended that this Plan shall be exempt from or comply with the provisions of Code section 409A.  The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan to ensure that all payments are made in a manner that complies with Code section 409A (including, without limitation, the avoidance of penalties thereunder) to the extent permitted under Code section 409A provided however, that the Company makes no representations that the payments will be exempt from any penalties that may apply under Code section 409A and makes no undertaking to preclude Code section 409A from applying to this Plan.

15.           Governing Law.  This Plan shall be construed under and be governed in all respects by the laws of the State of California.

16.           Obligations of Successors.  In addition to any obligations imposed by law upon any successor to the Employers, the Employers will use their best efforts to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Employers to expressly assume and agree to perform this Plan in the same manner and to the same extent that the Employers would be required to perform if no such succession had taken place.

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