0001035704-06-000466 Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and among ARCHSTONE-SMITH TRUST and ARCHSTONE- SMITH OPERATING TRUST Dated: July 14, 2006
Registration Rights Agreement • July 17th, 2006 • Archstone Smith Operating Trust • Real estate investment trusts • New York

This Registration Rights Agreement (this “Agreement”) is entered into as of July 14, 2006 by and among Archstone-Smith Trust, a Maryland real estate investment trust (the “Trust”), and Archstone-Smith Operating Trust, a Maryland real estate investment trust (the “Company”), for itself and for the benefit of the Holders (as hereinafter defined).

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ARCHSTONE–SMITH OPERATING TRUST 4.0% Exchangeable Senior Notes Due 2036 Underwriting Agreement
Underwriting Agreement • July 17th, 2006 • Archstone Smith Operating Trust • Real estate investment trusts • New York

If the share price is between two share price amounts in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line

ARCHSTONE-SMITH OPERATING TRUST as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of July 14, 2006 4.00% Exchangeable Senior Notes Due 2036
Third Supplemental Indenture • July 17th, 2006 • Archstone Smith Operating Trust • Real estate investment trusts • New York

THIRD SUPPLEMENTAL INDENTURE dated as of July 14, 2006 (the “Third Supplemental Indenture”), by and between ARCHSTONE-SMITH OPERATING TRUST (formerly known Archstone Communities Trust and prior thereto as Security Capital Pacific Trust and Property Trust of America), a real estate investment trust organized under the laws of the State of Maryland having its principal office at 9200 E. Panorama Circle, Suite 400, Englewood, Colorado 80112 (hereinafter sometimes called the “Company”), and U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), a national banking association having a corporate trust office at 100 Wall Street, Suite 1600, New York, New York 10005, as successor trustee under the Base Indenture (as defined below)(the “Trustee”).

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