EX-10.2 Articles Supplementary for Series F

EXHIBIT 10.2

ARCHSTONE-SMITH OPERATING TRUST

SERIES F CUMULATIVE REDEEMABLE PREFERRED
UNITS OF BENEFICIAL INTEREST

Articles Supplementary Reclassifying
and Designating a Series of Preferred Units as
Series F Cumulative Redeemable Preferred Units of Beneficial Interest
and Fixing Distribution and Other Preferences and Rights of Such Series

                  Archstone-Smith Operating Trust, a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland pursuant to section 8-203(b) of the Corporations and Associations Article of the Annotated Code of Maryland that:

                  FIRST: Pursuant to the authority granted and vested in the sole trustee of the Trust (the “Trustee”) by Article 2, Section 1(c) of the Declaration of Trust of the Trust, (the “Declaration of Trust”), the Trustee has reclassified 800,000 unissued Series F Cumulative Convertible Redeemable Preferred Units of Beneficial Interest of the Trust as Series F Cumulative Redeemable Preferred Units of Beneficial Interest, $0.01 par value per share (the “Series F Preferred Units”).

                  SECOND: The following is a description of the Series F Preferred Units, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption thereof, which, upon any restatement of the Declaration of Trust, shall be deemed to be a part of Article 2 of the Declaration of Trust, with any necessary or appropriate changes to the enumeration or lettering of any section or subsection thereof:

                  Section 1. Number of Units and Designation. This class of preferred Units shall be designated as Series F Cumulative Redeemable Preferred Units of Beneficial Interest (“Series F Preferred Units”) and the number of shares which shall constitute such series shall be 800,000 Units, par value $0.01 per unit.

                  Section 2. Definitions. For purposes of the Series F Preferred Units, the following terms shall have the meanings indicated:

                  Section 3. Distributions.

                  (a) General. The holders of Series F Preferred Units shall be entitled to receive, when, as and if authorized or declared by the Trustee, out of funds legally available for such purpose, cash distributions in an amount per share equal to 8.125% of the liquidation preference per annum (equivalent to $2.03125 per share). Such distributions shall be cumulative, shall accrue from the original date of issuance and will be payable on each Distribution Payment Date. The amount of the distribution payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and for any period shorter than a full quarterly period for which distributions are computed, the amount of the distribution payable will be computed on the basis of the actual number of days elapsed in such period. If any Distribution Payment Date is not a Business Day, then payment of the distribution to be made on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Distributions on the Series F Preferred Units will be made to the holders of record of the Series F Preferred Units on the relevant record dates to be fixed by the Trustee, which record dates shall in no event exceed fifteen (15) Business Days prior to the relevant Distribution Payment Date.

                  (b) Cumulative Distributions. Distributions on the Series F Preferred Units will accrue whether or not the terms and provisions of any agreement of the Trust, including any agreement relating to its indebtedness, at any time prohibit the current payment of distributions, whether or not the Trust has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized. Accrued but unpaid dividends on the Series F Preferred Units will accumulate as of the Distribution Payment Date on which they first become payable. Distributions on account of arrears for any past distribution periods may be declared and paid at any time, without reference to a regular Distribution Payment Date to holders of record of the Series F Preferred Units on the record date fixed by the Trustee which date shall not exceed fifteen (15) Business Days prior to the Distribution Payment Date. Accumulated and unpaid distributions will not bear interest nor shall there be any accrual accounts maintained for the Series F Preferred Shares.

                  (c) Priority as to Distributions. (i) So long as any Series F Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Junior Units of the Trust, nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series F Preferred Units, any Parity Units or any Junior Units, unless, in each case, all distributions accumulated on all Series F Preferred Units and all classes and series of outstanding Parity Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Units into Units of the Trust ranking junior to the Series F Preferred Units as to distributions, or (c) the redemption of Units corresponding to any Series F Preferred Shares, Shares raking on parity with the Series F Preferred Shares with respect to distributions or Shares ranking junior to the Series F Preferred Shares to be purchased by the Trustee pursuant to Sections 18 and 18A of Article II of the Declaration of Trust of the Trustee to preserve the Trustee’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to said Section 18 and 18A of Article II of the Declaration of Trust of the Trustee.

                  (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for payment) upon the Series F Preferred Units, all distributions authorized and declared on the Series F Preferred Units and all classes or series of outstanding Parity Units shall be authorized and declared so that the amount of distributions authorized and declared per Series F Preferred Unit and such other classes or series of Parity Units shall in all cases bear to each other the same ratio that accrued distributions per Series F Preferred Unit and such other classes or series of Parity Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Units do not have cumulative distribution rights) bear to each other.

                  (d) No Further Rights. Holders of Series F Preferred Units shall not be entitled to any distributions, whether payable in cash, other property or otherwise, in excess of the full cumulative distributions described herein.

                  Section 4. Liquidation Preference.

                  (a) Distributions upon Liquidation. Upon any liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary, before any payment or distribution of the assets of the Trust (whether capital or surplus) is made to or set apart for the holders of the Common Units or any other class or series of Units of the Trust now or hereafter issued and outstanding to which the Series F Preferred Units have preference or priority in the distribution of assets on any liquidation, dissolution or winding up of the Trust, the holders of Series F Preferred Units shall be entitled to receive out of assets of the Trust legally available for such purpose, liquidating distributions in the amount of $25.00 per Series F Preferred Unit, plus an amount equal to all distributions (whether or not earned or authorized or declared) accrued and unpaid thereon to the date of final distribution to such holders, if any; but such holders shall not be entitled to any further payment. If, upon any liquidation, dissolution or winding up of the Trust, the assets of the Trust, or the proceeds thereof, distributable among the holders of Series F Preferred Units are insufficient to pay in full such preferential amount with respect to the Series F Preferred Units and the corresponding amounts with respect to all Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series F Preferred Units and all such Parity Units in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

                  (b) Notice. Written notice of any such voluntary or involuntary liquidation, dissolution or winding-up of the Trust, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by (i) fax and (ii) by first class mail, postage pre-paid, not less than ten (10) and not more than sixty (60) days prior to the payment date stated therein, to each record holder of Series F Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Trust.

                  (c) No Further Rights. Subject to the rights of the holders of shares of any class or series of Units ranking on a parity with or senior to the Series F Preferred Units in the distribution of assets on any liquidation, dissolution or winding up of the Trust, upon any liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary, after payment has been made in full to the holders of Series F Preferred Units, as provided herein, the holders of any Junior Units shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of Series F Preferred Units shall not be entitled to share therein.

                  (d) Consolidation, Merger or Certain Other Transactions. The voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Trustee to, or the consolidation or merger or other business combination of the Trust with or into, any corporation, trust, partnership, limited liability company or other entity (or of any corporation, trust, partnership, limited liability company or other entity with or into the Trust) shall not be deemed to constitute a liquidation, dissolution or winding-up of the Trust.

                  Section 5. Redemption at the Option of the Trust.

                  (a) Right of Optional Redemption. Series F Preferred Units are not redeemable by the Trust prior to September 27, 2004. On or after such date, the Trust shall have the right to redeem the Series F Preferred Units, in whole or in part, at any time or from time to time, upon not less than ten (10) nor more than sixty (60) days’ written notice, for cash at a redemption price of $25.00 per Series F Preferred Unit plus the amount indicated in subsection (b) below (the “Redemption Price”). If fewer than all of the outstanding Series F Preferred Units are to be redeemed, the Series F Preferred Units to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional units).

                  (b) Payment of Accrued and Unpaid Distributions. Upon any redemption of Series F Preferred Units pursuant to this Section 5, the Trust shall pay all distributions accrued and unpaid thereon, if any, in arrears for any Distribution Period ending on or prior to the Call Date. If the Call Date falls after a Distribution Record Date and prior to the corresponding Distribution Payment Date, then each holder of such Series F Preferred Units at the close of business on such Distribution Record Date shall be entitled to receive the distribution payable on such Series F Preferred Units on the corresponding Distribution Payment Date notwithstanding the redemption of such Series F Preferred Units before such Distribution Payment Date. Except as provided above, the Trust shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series F Preferred Units called for redemption.

                  (c) Limitation on Redemption. The Trust may not redeem fewer than all of the outstanding Series F Preferred Units unless all accumulated and unpaid distributions have been paid on all Series F Preferred Units for all quarterly distribution periods terminating on or prior to the date of redemption.

                  (d) Procedures for Redemption.

                  Section 6. Units to Be Retired. All Series F Preferred Units which are issued and reacquired in any manner by the Trust (other than the exchange of Series F Preferred Units for Series F Preferred Shares pursuant to Section 9 hereof whereby the Trustee shall hold all of such Series F Preferred Units so exchanged) shall be restored to the status of authorized but unissued Units of the Trust, without designation as to class or series.

                  Section 7. Ranking. Any class or series of Units of the Trust shall be deemed to rank:

                  Section 8. Voting.

                  (a) General. Holders of the Series F Preferred Units will not have any voting rights or right to consent to any matter requiring the consent or approval of the holders of Units, except as set forth in Sections 5.3 and 12.4 of Annex A to the Declaration of Trust and except as set forth below.

                  (b) Certain Voting Rights. So long as any Series F Preferred Units remain outstanding, the Trust shall not, without the affirmative vote of the holders of at least two-thirds of the Series F Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Units senior to the Series F Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Units of the Trust into any such senior Units, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Units, (ii) authorize or create, or increase the authorized or issued amount of any Parity Units or reclassify any Units into any such Units or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Units but only to the extent such Parity Units are issued to an affiliate of the Trust, other than the Trustee to the extent the issuance of such interests was to allow the Trustee to issue corresponding preferred shares to persons who are not affiliates of the Trustee or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Declaration of Trust, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series F Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of a merger, consolidation or a sale or lease of all of the Trust’s assets as an entirety, so long as (1) the Trust is the surviving entity and the Series F Preferred Units remain outstanding with the terms thereof unchanged, or (2) the resulting, surviving or transferee entity is a partnership, limited liability company or other pass-through entity organized under the laws of any state and substitutes the Series F Preferred Units for other interests in such entity having substantially the same terms and rights as the Series F Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series F Preferred Units; and provided further that any increase in the amount of Units or the creation or issuance of any other class or series of Units, in each case ranking (y) junior to the Series F Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity with the Series F Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, to the extent such Units are issued to the Trustee and the issuance of such Units was to allow the Trustee to issue corresponding preferred shares to persons who are not affiliates of the Trust, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

                  Section 9. Exchange Right.

                  (d) Restriction on Ownership. Following the exchange of all or any portion of the Series F Preferred Units for Series F Preferred Shares in accordance with to this Section 9, such Series F Preferred Units shall be owned and held solely by the Trustee.

                  Section 10. Transfer Restrictions.

                  (a) Declaration of Trust. The provisions of Section 9.3 of Annex A to the Declaration of Trust shall not be applicable to the Series F Preferred Units.

                  (b) General. Subject to the remaining provisions of this Section 10, a holder of Series F Preferred Units may transfer all or any portion of his or her Series F Preferred Units without the prior written consent of the Trust or the Trustee, including a pledge to a lender to secure a loan to a holder of Series F Preferred Units. In order to effect such transfer, the holder must deliver to the Trustee a duly executed copy of the instrument making such transfer and such instrument must evidence the written acceptance by the assignee of all of the terms and conditions of the Declaration of Trust, as supplemented hereby, and represent that such assignment was made in accordance with all applicable laws and regulations. Such holder of Series F Preferred Shares shall provide the Trustee twenty days prior written notice of a proposed transfer that provides information sufficient to enable the Trustee to make the determinations described under Section 10 (d) and (e).

                  (c) Incapacitated Limited Partners. If a holder of Series F Preferred Units is subject to Incapacity (as defined in the Declaration of Trust), the executor, administrator, trustee, committee, guardian, conservator or receiver of such holder’s estate shall have all the rights of a holder of Series F Preferred Units, but not more rights than those enjoyed by other holders of Series F Preferred Units for the purpose of settling or managing the estate and such power as the Incapacitated holder possessed to transfer all or any part of his or its interest in the Series F Preferred Units.

                  (d) Transfers Contrary to Securities Laws. The Trustee may prohibit any transfer otherwise permitted under this Section 10 by a holder of Series F Preferred Units if, in the opinion of legal counsel to the Trust, such transfer would require the filing of a registration statement under the Securities Act, or would otherwise violate any Federal, state or foreign securities laws or regulations applicable to the Trust or the Series F Preferred Units.

                  (e) Transfers Resulting in Corporation Status; Transfers Through Established Securities or Secondary Markets. No transfer by a holder of Series F Preferred Units may be made to any Person if (i) it would result in the Trust being treated as a publicly traded partnership within the meaning of Section 7704 of the Code or as an association taxable as a corporation, or (ii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code. Notwithstanding anything to the contrary in the Declaration of Trust, as supplemented hereby, (x) no interests in the Trust shall be issued in a transaction that is (or transactions that are) registered or required to be registered under the Securities Act, and to the extent such interests were not required to be registered under the Securities Act by reason of Regulation S (17 CFR 230.901 through 230.904) or any successor thereto, such issuances would not have been required to be registered under the Securities Act if the interests so offered or sold had been offered and sold within the United States, (y) any transfer or assignment (or purported transfer or assignment) of any Series F Preferred Units (or any interest or right or attribute therein), whether to another holder of Units or to a third party, shall not be effective, and any such transfer or assignment (or purported transfer or assignment) shall be void ab initio, and no Person shall otherwise become a holder of Units in the Trust if at the time of such transfer or assignment (or purported transfer or assignment) any Units in the Trust are traded on an established securities market or readily tradeable on a secondary market or the substantial equivalent thereof. For purposes of the preceding sentence and clause (ii) above,

an established securities market is a national securities exchange that is either registered under Section 6 of the Exchange Act or exempt from registration because of the limited volume of transactions, a foreign securities exchange that, under the law of the jurisdiction where it is organized, satisfies regulatory requirements that are analogous to the regulatory requirements of the Exchange Act, a regional or local exchange, or an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise. For purposes of the preceding sentence and such clause (ii) above, Units in the Trust (or interests therein) are readily tradeable on a secondary market or the substantial equivalent thereof if (i) Units in the Trust (or interests therein) are regularly quoted by any person, such as a broker or dealer, making a market in the interests; (ii) any person regularly makes available to the public (including customers or subscribers) bid or offer quotes with respect to Units in the Trust (or interests therein) and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others; (iii) the holder of Units in the Trust has a readily available, regular, and ongoing opportunity to sell or exchange such interest (or interests therein) through a public means of obtaining or providing information of offers to buy, sell, or exchange such interests; or (iv) prospective buyers and sellers otherwise have the opportunity to buy, sell, or exchange Units in the Trust (or interests therein) in a time frame and with the regularity and continuity that is comparable to that described in clauses (i), (ii) and (iii) of this sentence.

                  (f) Transfers to Holders of Nonrecourse Liabilities. No transfer or pledge of any Series F Preferred Units may be made to a lender to the Trust or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Trust whose loan constitutes a Nonrecourse Liability without the prior written consent of the Trustee, in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Trust and the Trustee to exchange or redeem for the Redemption Price any Series F Preferred Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a holders of Units in the Trust for purposes of allocating liabilities to such lender under Section 752 of the Code.

                  Section 11. No Conversion Rights. Notwithstanding the provisions of Section 9 hereof, the holders of the Series F Preferred Units shall not have any rights to convert such shares into shares of any other class or series of shares or into any other securities of, or interest in, the Trust.

                  Section 12. No Preemptive Rights. No holder of the Series F Preferred Units shall, as such holder, have any preemptive rights to purchase or subscribe for additional shares of the Trust or any other security of the Trust which it may issue or sell.

                  Section 13. Record Holders. The Trust may deem and treat the record holder of any Series F Preferred Units as the true and lawful owner thereof for all purposes, and the Trust shall not be affected by any notice to the contrary.

                  Section 14. Sinking Fund. The Series F Preferred Units shall not be entitled to the benefit of any retirement or sinking fund.

                  Section 15. Dissolution. Without the affirmative vote of all of the Series F Preferred Units issued and outstanding, the Trustee shall not have the right to, nor shall the Trustee, make the election set forth in Section 11.1(iii) of Annex A to the Declaration of Trust.

                  THIRD: The Series F Preferred Units have been reclassified by the Trustee under the authority contained in Article 2, Section 1(c), of the Declaration of Trust.

                  FOURTH: These Articles Supplementary have been approved by the Trustee in the manner and by the vote required by law.

                  FIFTH: The undersigned Vice President acknowledges these Articles Supplementary to be the act of the Trust and further, as to all matters or facts required to be verified under oath, the undersigned Vice President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and this statement is made under the penalties of perjury.

                  IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary to be signed in its name and on its behalf by its Vice President and attested to by its Assistant Secretary on this 30th day of August, 2002.