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 not   a   money 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.

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 officio  or 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.

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:

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 Essex   Portfolio, 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 ” means   an 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.

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 date   which is selected   by the Participant for the payment of the Participant’s Account in   accordance 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 limitations   on a Participant’s authority regarding   the 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 .

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

1.20        “ Participant Deferral ” means the   amount 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.

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.

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.

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 as   may 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.

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.

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