SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]Preliminary Proxy Statement
[ ]Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

AMLI RESIDENTIAL PROPERTIES TRUST
----------------------------------------------
(Name of Registrant as Specified In Its Charter)

----------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ X ]No fee required.

[ ]$500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).

[ ]Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
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which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

AMLI RESIDENTIAL PROPERTIES TRUST

125 South Wacker Drive, Suite 3100
Chicago, Illinois 60606

___________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
and
PROXY STATEMENT

___________

March 25, 2002

Dear Shareholder:

You are invited to attend our annual meeting of shareholders, which
will be held on Monday, April 29, 2002, beginning at eleven o'clock a.m.,
Chicago time, at 111 West Monroe Street (37th floor), Chicago, Illinois.

The formal notice of the annual meeting, and the proxy statement
describing the matters on which you may vote, can be found on the following
pages. A copy of our annual report on 2001 financial results is enclosed
for your review. Also enclosed is a proxy card and a postage-paid return
envelope.

So that your shares will be voted at the meeting, please complete and
sign the enclosed proxy card and return it in the enclosed envelope as
promptly as possible. You are encouraged to specify your choices on the
matters indicated. However, it is not necessary to specify your choice on
a matter if you wish to vote in accordance with the recommendation of the
Board of Trustees; in such event, merely executing and returning the proxy
card will be sufficient.

I hope that you will be able to attend the annual meeting. If you do,
you may vote your shares in person even though you have returned a proxy.

/S/ ALLAN J. SWEET
ALLAN J. SWEET
President and
Co-Chief Executive Officer

AMLI RESIDENTIAL PROPERTIES TRUST

125 South Wacker Drive, Suite 3100
Chicago, Illinois 60606

___________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 29, 2002

___________

The 2002 annual meeting of shareholders of AMLI Residential Properties
Trust will be held at 111 West Monroe Street (37th floor), Chicago,
Illinois on Monday, April 29, 2002, at eleven o'clock a.m., Chicago time,
for the following purposes:

1. To elect three Trustees to serve until the third subsequent
annual meeting of shareholders and until their successors are
elected and qualify;

2. To approve an amendment to the AMLI Residential Properties
Option Plan to increase the maximum number of securities that
may be subject to options under this plan from 2,850,000 to
3,450,000, and to eliminate the plan provision permitting re
pricing of options.

3. To approve the AMLI Residential Properties Senior Officer Share
Acquisition Plan and the 260,000 maximum number of shares which
may be issued under this plan.

4. To approve the AMLI Residential Properties Trustee Share
Compensation Plan and the 30,000 maximum number of shares which
may be issued under this plan.

5. To ratify the appointment of KPMG LLP as the Company's
independent auditors for the fiscal year ending December 31,
2002; and

To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.

The Board of Trustees has fixed the close of business on March 8, 2002
as the record date for determining the shareholders entitled to receive
notice of and to vote at the annual meeting.

By Order of the Board of Trustees

GREGORY T. MUTZ

Chairman of the Board

Chicago, Illinois
March 25, 2002

ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON.
SHAREHOLDERS WHO DO NOT INTEND TO BE PRESENT AT THE MEETING IN PERSON ARE
REQUESTED TO SIGN AND DATE THE ENCLOSED PROXY AND TO RETURN IT IN THE
ACCOMPANYING ENVELOPE IN ORDER THAT THE NECESSARY QUORUM MAY BE ASSURED.
ANY PROXY MAY BE REVOKED IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY
STATEMENT AT ANY TIME BEFORE IT HAS BEEN VOTED AT THE MEETING.

PROXY PROXY

AMLI RESIDENTIAL PROPERTIES TRUST

This Proxy is Solicited by and on Behalf of the Board of Trustees
Annual Meeting of Shareholders
To Be Held April 29, 2002

The undersigned hereby appoints each of John E. Allen, Gregory T. Mutz
Allan J. Sweet, and Philip N. Tague with full power of substitution, to
represent the undersigned at the annual meeting of shareholders of AMLI
Residential Properties Trust to be held on April 29, 2002, and at any
adjournments or postponements thereof, and to cast at such meeting the
votes that the undersigned would be entitled to cast if present at such
meeting, in accordance with the following instructions. If no instructions
are indicated, the shares represented by this Proxy will be voted FOR
Items 1, 2, 3, 4 and 5 on the reverse hereof.

The undersigned acknowledges receipt of the Notice of Annual Meeting
and the Proxy Statement together with this Proxy.

PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

(Continued and to be signed on the reverse side.)

PROXY CARD

AMLI RESIDENTIAL PROPERTIES TRUST
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER
USING DARK INK ONLY. [X]

1. ELECTION OF TRUSTEES:
Nominees: Laura D. Gates, Marc S. Heilweil, Gregory T. Mutz

For All (Except
Nominee(s) whose
_________________________ FOR WITHHOLD name(s) appear
All All below)
[ ] [ ] [ ]

2. To approve an amendment to the AMLI Residential Properties Option
Plan to increase the maximum number of securities that may be subject
to options under this plan from 2,850,000 to 3,450,000, and to
eliminate the plan provision permitting re-pricing of options.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. To approve the AMLI Residential Properties Senior Officer Share
Acquisition Plan and the 260,000 maximum number of shares which may
be issued under this plan.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

4. To approve the AMLI Residential Properties Trustee Share Compensation
Plan and the 30,000 maximum number of shares which may be issued
under this plan.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

5. Ratification of the appointment of KPMG LLP as independent auditors
for 2002.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

Such other business that may properly come before the meeting or any
adjournment thereof.

Trustees recommend: a FOR Vote on Proposals 1, 2, 3, 4 and 5

Dated: ______________________________, 2002

Signature: ________________________________________

Signature, if jointly held_______________________________

NOTE: Please sign exactly as your name(s) appears. For joint
accounts, each owner should sign. When signing as executor,
administrator, attorney, trustee or guardian, etc., please give
your full title.

YOUR VOTE IS IMPORTANT!

PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE

CONTENTS
--------

Page
----

. Introduction . . . . . . . . . . . . . . . . . . . . 1

. Annual Report. . . . . . . . . . . . . . . . . . . . 1

. Voting of Proxies. . . . . . . . . . . . . . . . . . 1

. Proposal 1 - Election of Trustees. . . . . . . . . . 2

. Management . . . . . . . . . . . . . . . . . . . . . 3

. Board Committees and Meetings. . . . . . . . . . . . 8

. Report of the Audit Committee. . . . . . . . . . . . 10

. Summary Compensation Table . . . . . . . . . . . . . 11

. Option Grants. . . . . . . . . . . . . . . . . . . . 15

. Aggregated Option Exercises in 2001 and
Year-End Option Values . . . . . . . . . . . . . . . 16

. Long-term Incentive Plan Awards. . . . . . . . . . . 17

. Option Plan. . . . . . . . . . . . . . . . . . . . . 17

. Performance Incentive Plan . . . . . . . . . . . . . 19

. Executive Share Purchase Plan. . . . . . . . . . . . 19

. Senior Officer Share Acquisition Plan. . . . . . . . 21

. Incentive Compensation . . . . . . . . . . . . . . . 21

. Retirement Savings Plan. . . . . . . . . . . . . . . 21

. Compensation of Trustees . . . . . . . . . . . . . . 22

. Non-Competition Agreements, Employment
Agreements, and Termination of Employment. . . . . . 22

. Compensation Committee Interlocks and
Insider Participation. . . . . . . . . . . . . . . . 22

. Executive Compensation Committee
Report on Executive Compensation . . . . . . . . . . 22

. Performance Graph. . . . . . . . . . . . . . . . . . 25

. Certain Relationship and
Related Transactions . . . . . . . . . . . . . . . . 26

. Relationship with Independent Accountants. . . . . . 27

. Security Ownership of Certain
Beneficial Owners and Management . . . . . . . . . . 28

. Beneficial Ownership Reporting Compliance. . . . . . 31

Page
----

. Proposal 2 - Approval of Amendment to
Option Plan. . . . . . . . . . . . . . . . . . . . . 32

. Proposal 3 - Approval of Senior Officer
Share Acquisition Plan . . . . . . . . . . . . . . . 34

. Proposal 4 - Approval of Trustee Share
Compensation Plan. . . . . . . . . . . . . . . . . . 36

. Proposal 5 - Ratification of Appointment
of Independent Auditors. . . . . . . . . . . . . . . 38

. Shareholder Proposals. . . . . . . . . . . . . . . . 38

. Proxy Solicitation Expense . . . . . . . . . . . . . 38

. Exhibit A - Fourth Amendment to
AMLI Residential Properties Option Plan. . . . . . . 39

. Exhibit B - Senior Officer Share
Acquisition Plan . . . . . . . . . . . . . . . . . . 40

. Exhibit C - Trustee Share Compensation Plan. . . . . 46

AMLI RESIDENTIAL PROPERTIES TRUST
125 South Wacker Drive, Suite 3100
Chicago, Illinois 60606
___________

PROXY STATEMENT
___________

Annual Meeting of Shareholders
To Be Held April 29, 2002

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation
of proxies by and on behalf of the Board of Trustees (the "Board") of AMLI
Residential Properties Trust, a Maryland real estate investment trust (the
"Company"), for use at the annual meeting of the Company's shareholders to
be held on Monday, April 29, 2002, at 111 West Monroe Street, Chicago,
Illinois, at eleven o'clock a.m., Chicago time, and any adjournments or
postponements thereof (the "Annual Meeting"), for the purposes set forth in
the accompanying Notice of Annual Meeting.

This Proxy Statement and the enclosed form of proxy are first being
mailed or given to shareholders on or about March 25, 2002.

ANNUAL REPORT

The Annual Report of the Company for the year ended December 31, 2001,
including financial statements audited by KPMG LLP, independent auditors,
and their report thereon dated February 4, 2002, is being mailed together
with this Proxy Statement to each of the Company's shareholders of record
at the close of business on March 8, 2002 (the "Record Date"). In
addition, a copy of the Company's Annual Report on Form 10-K for the year
ended December 31, 2001, as filed with the Securities and Exchange
Commission, will be sent to any shareholder, without charge, upon written
request to AMLI Residential Properties Trust, 125 South Wacker Drive,
Suite 3100, Chicago, Illinois 60606, attention: Secretary, which is the
location of the Company's executive offices.

VOTING OF PROXIES

Only shareholders of record of the Company's common shares of
beneficial interest, $.01 par value per share (the "Common Shares"), at the
close of business on the Record Date are entitled to notice of and to vote
at the Annual Meeting. Each Common Share is entitled to one vote on all
matters voted upon by shareholders. There were 17,850,659 Common Shares
outstanding on the Record Date. A majority of the outstanding Common
Shares represented in person or by proxy will constitute a quorum at the
meeting.

Each valid proxy returned to the Company will be voted at the Annual
Meeting as indicated on the proxy or, if no indication is made with respect
to a proposal, in favor of such proposal in accordance with the
recommendations of the Board set forth in this Proxy Statement. The
Company does not know of any matters to be presented at the Annual Meeting
other than the proposals referred to on the proxies and described in this
Proxy Statement. However, if any other matters are properly presented at
the Annual Meeting, the persons named on the enclosed form of proxy intend
to vote the Common Shares represented by them in accordance with their best
judgment pursuant to the discretionary authority granted them in the
proxies.

Any person submitting a proxy may revoke it at any time before it is
exercised by so notifying the Company in writing or by delivering to the
Secretary of the Company a duly executed proxy bearing a later date. In
addition, persons submitting proxies may elect to vote their shares in
person at the Annual Meeting, although mere attendance at the Annual
Meeting will not serve to revoke a proxy.

PROPOSAL 1
ELECTION OF TRUSTEES

Three Trustees, constituting all of the Class II Trustees, are to be
elected at the Annual Meeting. Such Trustees will serve for a three-year
term until the Company's third annual meeting of shareholders subsequent to
the Annual Meeting and until their respective successors are elected and
qualify, or until earlier death, resignation or removal. Assuming the
presence of a quorum, Trustees will be elected by a plurality of the votes
cast at the Annual Meeting. There is no cumulative voting for Trustees.
For purposes of the election of Trustees, abstentions will not be counted
as votes cast and will have no effect on the result of the vote, although
they will count toward the presence of a quorum.

The Board of Trustees has nominated three members of the class of
Trustees whose terms are expiring in 2002 to serve for new terms. Each
valid proxy returned to the Company will be voted at the Annual Meeting for
the three nominees listed below, unless the proxy specifies otherwise.
Each of the nominees listed below is a member of the present Board.
Biographical information for each of the nominees is set forth under the
caption "Management."

NOMINEES

Laura D. Gates
Marc S. Heilweil
Gregory T. Mutz

If any nominee should unexpectedly become unavailable for service,
proxies will be voted for another person selected by the Board, unless the
proxy specifies otherwise.

MANAGEMENT

TRUSTEES AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the
Trustees and executive officers of the Company. The Company has a
nine-member Board of Trustees which includes, as required by the Company's
Declaration of Trust, a majority of the Board (presently five Trustees) who
are not affiliated with AMLI Realty Co. and its affiliates and successors
(each an "Independent Trustee"). Messrs. Mutz, Allen and Sweet have been
Trustees since the organization of the Company. Messrs. Primo, Heilweil,
McConahey and Schreiber have been Trustees since February 28, 1994.
Mr. Tague and Ms. Gates have been Trustees since March 14, 1995. Each of
the individuals named below as an executive officer of the Company accepted
his or her position upon formation of the Company, except Messrs. Tague and
Kraft, who accepted their positions in September 1994; Mr. Aisner, who
accepted his position in 1996; Messrs. Chapman, Cranor and Thomas, who
accepted their positions in December 1997; and Mr. Small, who accepted his
position in January 2002. Each of the officers of the Company named below,
other than Messrs. Mutz, Allen and Tague, holds no positions with AMLI
Realty Co. and its affiliates (other than AMLI Management Company (the
"Management Company"), AMLI Institutional Advisors, Inc. ("AIA") and AMLI
Residential Construction ("Amrescon", a wholly-owned subsidiary of AMC
since March 2000) (each such entity a "Service Company"). Messrs. Mutz and
Allen plan to retain positions with AMLI Realty Co. and its affiliates.

In November 1998, the Company announced the formation of the Office of
the Chairman including Messrs. Sweet and Tague. Mr. Mutz continues to
provide strategic direction, motivation and resources to the Company. As
President and Executive Vice President, respectively, Mr. Sweet and Mr.
Tague share the responsibilities of the Chief Executive Officer. Mr. Mutz
and Mr. Allen no longer devote a majority of their business time to the
activities of the Company. Mr. Tague has been a full-time employee of the
Company since 1997.

NAME AGE POSITION
- ---- --- --------
Gregory T. Mutz 56 Chairman of the Board
(term would expire in 2002)
John E. Allen 65 Vice-Chairman of the Board
(term will expire in 2004)
Allan J. Sweet 54 President, Co-CEO and Trustee
(term will expire in 2003)
Philip N. Tague 53 Executive Vice President, Co-CEO and Trustee
(term will expire in 2004)
Laura D. Gates* 51 Trustee (term would expire in 2002)
Marc S. Heilweil* 56 Trustee (term would expire in 2002)
Stephen G. McConahey* 58 Trustee (term will expire in 2003)
Quintin E. Primo III* 47 Trustee (term will expire in 2004)
John G. Schreiber* 55 Trustee (term will expire in 2003)
Robert S. Aisner 55 Executive Vice President - Property
Management
Robert J. Chapman 54 Executive Vice President/Chief Financial
Officer
Brian K. Cranor 46 Executive Vice President - Co-Investments
Stephen C. Ross 44 Executive Vice President - Development
Steven L. Small 46 Executive Vice President/Chief Information
Officer
James E. Thomas, Jr. 41 Executive Vice President - Development
Charles C. Kraft 54 Senior Vice President and Treasurer/
Principal Accounting Officer
Fred N. Shapiro 53 Senior Vice President - Acquisitions

- --------------------

* Independent Trustee.

The following is a biographical summary of the experience of the
Trustees and executive officers of the Company and certain other
significant employees of the Company:

Gregory T. Mutz. Mr. Mutz is President & CEO of UICI (NYSE: UCI). He
is Chairman of the Board of AMLI Residential Properties Trust, a successor
company to AMLI Realty Co., which he co-founded in 1980, and is a Director
of the ABN-AMRO Alleghany Family of Mutual Funds. Mr. Mutz had been CEO of
the Company until November 1998 and co-CEO of the Company until January 1,
2002. Prior to founding AMLI, Mr. Mutz was an officer with White, Weld &
Co., Incorporated, a New York investment-banking firm (1976-1978) and
associated with the Chicago law firm of Mayer, Brown, Rowe & Maw (1973-
1976). He received a B.A. from DePauw University in 1967 and a J.D. from
the University of Michigan Law School in 1973. Mr. Mutz served as an
infantry lieutenant in Vietnam from 1968 to 1969.

John E. Allen. Mr. Allen is Vice-Chairman of the Board of AMLI
Residential Properties Trust and President and a Director of AMLI Realty
Co., which he co-founded in 1980. Mr. Allen is also a member of the Board
of Directors of Genesis Financial Solutions, Inc. and United CreditServ,
Inc. Prior to co-founding AMLI Realty Co., he was a partner at the Chicago
law firm of Mayer, Brown, Rowe & Maw, with which he had been associated
since 1964. Mr. Allen received a B.S. in Business from Indiana University
in 1961 and a J.D. from the Indiana University School of Law in 1964.

Allan J. Sweet. Mr. Sweet is President, Co-CEO and shares the Office
of the Chairman of AMLI Residential Properties Trust with Mr. Mutz and Mr.
Tague. He has been associated with the Company since its inception and,
prior to that time, with AMLI Realty Co. since 1985. Prior to joining AMLI
Realty Co., Mr. Sweet was a Partner in the Chicago law firm of Schiff
Hardin & Waite, with which he had been associated since 1978. He received
a B.B.A. from the University of Michigan in 1968 and a J.D. from the
University of Michigan Law School in 1973. From 1980 to 1983, Mr. Sweet
was a trustee of American Equity Investment Trust, an over-the-counter
equity REIT. He is a Director of the National Multifamily Housing Council
and a member of the Pension Real Estate Association and NAREIT.

Philip N. Tague. Mr. Tague is Executive Vice President, Co-CEO and
shares the Office of the Chairman of AMLI Residential Properties Trust with
Mr. Mutz and Mr. Sweet. He has been associated with the Company since its
inception and with AMLI Realty Co. since 1982. Mr. Tague has overall
responsibility for the Company's development activities. Prior to joining
AMLI Realty Co., Mr. Tague was associated with the Chicago law firm of
Mayer, Brown, Rowe & Maw (1977-1981). He received a B.S. from Northwestern
University in 1971 and a J.D. from Ohio State University College of Law in
1977. He is an officer and/or member of a number of industry groups
including the Atlanta Apartment Association, the Georgia Apartment
Association, ULI, NAIOP, REIAC, IDRC and the National Multifamily Housing
Council.

Laura D. Gates. Ms. Gates, an Independent Consultant since 2000, is
currently the Director of the Capital Funds Campaign for the Fourth
Presbyterian Church of Chicago. From 1994 to 2000 she was Vice President
for Museum Affairs and later Vice President, International at the Field
Museum of Natural History in Chicago. Prior thereto she was a principal of
McKinsey & Company, Inc. from 1986 to 1993 and an Associate in that firm
from 1980 to 1985. Ms. Gates received a B.A. from Wellesley College in
1972 and an M.B.A. from the Harvard University Graduate School of Business
Administration in 1976.

Marc S. Heilweil. Mr. Heilweil has been President of Spectrum
Advisory Services, Inc., an investment counseling company based in Atlanta,
Georgia since 1991. He is also the portfolio manager of Marathon Value
Portfolio, an equity mutual fund registered under the Investment Company
Act of 1940. Previously, he was President of Heilweil Hollander
Jacobs, Inc. from 1986 to 1991 and worked as an investment counselor from
1977 to 1986. Mr. Heilweil practiced law from 1974 to 1977. Mr. Heilweil
received a B.A. from Yale University in 1967 and a J.D. from Yale
University Law School in 1974.

Stephen G. McConahey. Mr. McConahey is currently President of SGM
Family Properties, LLC, a private investment company. Until October 1999,
Mr. McConahey held the position of President and Chief Operating Officer of
EVEREN Securities, Inc. and EVEREN Capital Corporation, where he was
responsible for the day to day operations of the firm, chaired the
operating committee and served as a member of the board of directors.
EVEREN was purchased by First Union Corporation in October 1999. Prior to
EVEREN, Mr. McConahey was Senior Vice President of corporate and
international development at Kemper Corporation and Executive Vice
President at Kemper Financial Services. Prior to Kemper, Mr. McConahey was
Chairman and Chief Executive Officer of Boettcher and Company, a regional
securities brokerage firm headquartered in Denver, Colorado. Mr. McConahey
received his bachelor's degree from the University of Wisconsin and MBA
from the Harvard University Graduate School of Business Administration.
Earlier in his career, Mr. McConahey received a White House Fellowship and
subsequently served as Special Assistant to President Gerald Ford. Prior
to his fellowship, Mr. McConahey was with the consulting firm of McKinsey
and Company.

Quintin E. Primo III. Mr. Primo is Co-Chairman of Capri Capital,
L.P., a real estate investment advisory firm, a position he has held since
1992. Prior thereto, Mr. Primo was Managing Director and co-founder of Q.
Primo & Company, Inc., a real estate investment banking firm, from 1988 to
1992. Prior thereto, he was Vice President of Citicorp Real Estate, Inc.
Mr. Primo received a B.S. from Indiana University in 1977 and an M.B.A.
from the Harvard University Graduate School of Business Administration in
1979.

John G. Schreiber. Mr. Schreiber is President of Centaur Capital
Partners, Inc., a family investment firm. He is also Senior Advisor and
Partner of Blackstone Real Estate Advisors, L.P., which manages large real
estate private equity funds. Mr. Schreiber is a Director of Host Marriott
Corporation and a Director of a number of mutual funds advised by T. Rowe
Price Associates, Inc. Mr. Schreiber is also a Director of The Brickman
Group, Ltd. and of JMB Realty Corporation and a member of its affiliates.
In addition, Mr. Schreiber is a Director of the Rouse Company. Prior to
his retirement as an officer of JMB Realty Corporation in 1990,
Mr. Schreiber was Chairman of JMB/Urban Development Co. from its inception
in 1988 until 1990 and an Executive Vice President of JMB Realty
Corporation from 1979 to 1990. Mr. Schreiber received a B.B.A. from Loyola
University of Chicago in 1968 and an M.B.A. from the Harvard University
Graduate School of Business Administration in 1970.

Robert S. Aisner. Mr. Aisner is Executive Vice President of AMLI
Residential Properties Trust and President of AMLI Management Company. Mr.
Aisner has overall responsibility for the Company's property management
operations. Prior to joining the Company in 1996, he was Vice President of
HRW Resources, a privately held Hartford, CT real estate company. He was
responsible for the development, construction and management activities of
HRW's Kansas portfolio, which was acquired by the Company in October 1994.
Mr. Aisner graduated from Colby College (B.A.) in 1968 and received his
M.B.A. from the University of New Hampshire in 1976. He is a Director of
the National Multifamily Housing Council, a Director of the Apartment
Association of Greater Dallas and a member of the Texas Apartment
Association and the National Association of Homebuilders.

Robert J. Chapman. Mr. Chapman is Executive Vice President and Chief
Financial Officer of AMLI Residential Properties Trust. Mr. Chapman joined
the Company in December of 1997. Prior to joining the Company, Mr. Chapman
was Managing Director of Heitman Capital Management Corporation (1994-97),
Managing Director and Chief Financial Officer of JMB Institutional Realty
Corporation (1994) and Managing Director and Chief Financial Officer of JMB
Realty Corporation (1976-94). He was also associated with KPMG LLP (1972-
76). He received a B.B.A. in 1970 and an M.B.A. in 1971 from the
University of Cincinnati and is a CPA. In addition to having been a
National Association of Securities Dealers Registered Representative, Mr.
Chapman is or has been a member of the Pension Real Estate Association, the
Urban Land Institute, the International Council of Shopping Centers, The
American Institute of Certified Public Accountants and the Illinois CPA
Society. He served as a Director of the National Association of Real
Estate Companies and the Real Estate Advisory Council of the University of
Cincinnati.

Brian K. Cranor. Mr. Cranor is Executive Vice President of AMLI
Residential Properties Trust and Executive Vice President of AMLI
Institutional Advisors, Inc. He joined the Company early in 1998 following
the Company's purchase of Trammell Crow Residential - Midwest ("TCR").
Mr. Cranor's primary responsibilities include raising capital for the
Company's co-investment activities. He joined TCR in 1989 where he was
Partner & Chief Financial Officer, overseeing financing and accounting
activity for TCR's Midwest operations. Prior to his association with TCR,
Mr. Cranor was Vice President of Oxford Development Company (1984-89) and a
Tax Senior (real estate) with Arthur Andersen and Company. Mr. Cranor
received an undergraduate degree from Ball State University and an M.B.A.
(Accounting) from the University of Houston in 1980. He is a CPA and a
member of the Indiana CPA Society and the American Institute of Certified
Public Accountants. He also serves as a board member for the Apartment
Association of Indiana.

Stephen C. Ross. Mr. Ross is Executive Vice President of AMLI
Residential Properties Trust and has been with the Company since its
inception; prior thereto he was with AMLI Realty Co. since 1989. Mr. Ross
is responsible for development activities in Chicago. Prior to joining
AMLI Realty Co., he was associated with JMB Realty Corporation in Chicago
and New York City where he had certain portfolio management and acquisition
responsibilities. Mr. Ross received a B.S. from the University of
Rochester in 1978 and an M.B.A. from the University of Chicago in 1981. He
is a member of the Urban Land Institute and was a founding Director of the
Central Region of REIAC.

Steven L. Small. Mr. Small is Executive Vice President and Chief
Information Officer of AMLI Residential Properties Trust. Mr. Small joined
AMLI in September 2000 and is responsible for AMLI's technology
infrastructure including its wide area network, ERP financial and reporting
systems, and technical support operations. Prior to joining AMLI, he owned
a company that designed and installed voter registration databases for
large municipalities such as Chicago and Phoenix. Mr. Small graduated from
the University of Illinois in 1977 with a Bachelor of Science Degree in
Computer Engineering.

James E. Thomas, Jr. Mr. Thomas is Executive Vice President of AMLI
Residential Properties Trust and AMLI Residential Construction LLC. He
joined the Company late in 1997 following the Company's purchase of TCR.
Mr. Thomas is responsible for development activities in Indianapolis,
Kansas City and Denver. He joined TCR in 1989 where he was Partner-
Acquisitions & Development for markets in the lower Midwest. Prior to his
association with TCR, Mr. Thomas was with the Kirkland Group in Boston, MA
(1985-89) where he had similar operating responsibilities. Mr. Thomas
received a B.S. in 1983 and an M.A. in 1985 from the School of Architecture
and Planning of Massachusetts Institute of Technology and an M.S. in Real
Estate Development from M.I.T's Center for Real Estate Development in 1985.

Mark T. Alfieri. Mr. Alfieri is Senior Vice President of Acquisitions
of AMLI Residential Properties Trust. Prior to joining the Company in
1999, he was associated with FultsOncor Investment Services (1997-1999) as
Vice President where he acted as a broker specializing in the sale of
office, industrial and multifamily properties to real estate investors. He
was President and Founder of Revest Group, Inc. (1992-1997), an asset
management company, and Vice President with Performance Properties
Corporation (1987-1991). Mr. Alfieri holds a B.B.A. in Marketing from
Texas A&M University. He is a licensed real estate broker in Texas.

Peggy D. Butterworth. Ms. Butterworth is Senior Vice President of
AMLI Management Company. Prior to joining the Company in 1994, she had
been associated with AMLI Realty Co. since 1988. Prior to joining AMLI
Realty Co., she was Divisional Vice President for the Trammell Crow Company
(1979-1988). Ms. Butterworth attended the Virginia Polytechnic Institute
and State University.

Mark T. Evans. Mr. Evans is President of AMLI Residential
Construction LLC. He has overall responsibility for the allocation of
personnel, resources and systems relating to the Company's multifamily land
development and construction activities and is actively involved in the
planning, development and product selection for the Company's communities.
Joining the Company in 1994, Mr. Evans was previously associated with
Peachtree Residential Properties as Director of Purchasing (1992-1994);
Roberts Properties (1990-1992); Grove Construction (1986-1990); and AMLI
Realty Co. (1983-1986). Mr. Evans graduated from the University of Florida
in 1982.

Charles C. Kraft. Mr. Kraft is Senior Vice President and Treasurer of
AMLI Residential Properties Trust and had been associated with AMLI Realty
Co. from 1983 through 1996. Mr. Kraft is responsible for financial
reporting, tax planning, treasury and cash management operations. Prior to
joining AMLI Realty Co., he was associated with the Chicago office of KPMG
LLP (1968-1982) in that firm's national real estate practice. Mr. Kraft
received an A.B. from Wabash College in 1968. He is a past Director of the
Chicago Board of Realtors and is a CPA. Mr. Kraft is a member of The
American Institute of Certified Public Accountants and the Illinois CPA
Society.

Rosita A. Lina. Ms. Lina is Senior Vice President and Controller of
AMLI Residential Properties Trust. Prior to joining the Company in 1994,
she had been associated with AMLI Realty Co. since 1985. Ms. Lina is
responsible for the Company's accounting operations. Prior to joining AMLI
Realty Co., she was Accounting Manager for four years with Urban Investment
and Development Co. in Chicago, Illinois. Ms. Lina received a B.B.A. from
the University of the East in Manila, Philippines in 1965 and is a CPA.
She is a member of The American Institute of Certified Public Accountants
and the Illinois CPA Society.

Gregory A. O'Berry. Mr. O'Berry is Executive Vice President of AMLI
Management Company and has been with the Company since April 1995. He is
responsible for asset management of the Company's multifamily investments,
as well as for the operations of AMLI Corporate Homes. He was previously
associated with Lincoln Property Company (1985-1995), most recently as Vice
President - Finance and Administration (Midwest) in Chicago, Illinois. Mr.
O'Berry received a B.S. in Accounting from the University of Illinois in
1982 and is a CPA. He is past President and is currently a member of the
Board of Directors and the Executive Committee of the Chicagoland Apartment
Association.

Fred N. Shapiro. Mr. Shapiro is Senior Vice President of AMLI
Residential Properties Trust. Prior to joining the Company in 1994, he had
been associated with AMLI Realty Co. since 1984. He is responsible for
acquisition efforts in the Midwest and Southeast regions and for
coordinating efforts to minimize real estate tax assessments. Mr. Shapiro
received a B.A. from New York University in 1971 and a J.D. from John
Marshall Law School in 1978.

BOARD COMMITTEES AND MEETINGS

The Company has standing Audit, Executive Compensation and Real Estate
Committees of the Board and does not have a standing nominating committee.

Ms. Gates and Messrs. Heilweil (Chairman) and McConahey constitute the
Audit Committee. Pursuant to the Company's by-laws, each member of the
Audit Committee must be independent of management of the Company and free
from any relationship that, in the opinion of the Board, would interfere
with the exercise of independent judgment as a member of the Audit
Committee. The Audit Committee makes recommendations concerning the
engagement of independent public accountants, reviews with the independent
public accountants the plans and results of the audit engagement, approves
professional services provided by the independent public accountants,
reviews the independence of the independent public accountants, considers
the range of audit and non-audit fees and reviews the adequacy of the
Company's internal accounting controls. The Audit Committee met six times
during the year 2001 and met once in February 2002 to carry out its
responsibilities as detailed in its charter which was adopted on May 1,
2000.

Messrs. Heilweil, McConahey, Primo and Schreiber and Ms. Gates
constitute the Executive Compensation Committee. Pursuant to the Company's
by-laws, each member of the Executive Compensation Committee must be a
"disinterested person" within the meaning of former Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and a
majority of the members of the Executive Compensation Committee must be
Independent Trustees. The Executive Compensation Committee determines the
compensation of the Company's four officers who are also Trustees and the
Executive Vice Presidents - Property Management and Chief Financial
Officer, and administers the Company's option plan, performance incentive
plan, executive share purchase plan, senior officer loan share purchase
program, forgivable loan plan and certain other employee benefit plans.
See "Option Plan," "Performance Incentive Plan," "Executive Share Purchase
Plan," "Senior Officer Loan Share Purchase Program," "Incentive
Compensation," "Retirement Savings Plan," "Non-Competition Agreements,
Employment Agreements, and Termination of Employment," and "Executive
Compensation Committee Report on Executive Compensation" below. The
Executive Compensation Committee met once each in April and October 2001.
Since 1999, the Executive Compensation Committee has approved the following
increases in base compensation for the four Officer/Trustees listed below:

<table>

<caption>
1999 Increase 2000 Increase 2001 Increase 2002
Salary (Decrease) Salary (Decrease) Salary (Decrease) Salary
-------- -------- -------- --------- -------- ---------- ---------
<s> <c> <c> <c> <c> <c> <c> <c>

John E. Allen . . . $ 50,000 $(20,000) $ 30,000 $ 0 $ 30,000 $ 0 $ 30,000

Gregory T. Mutz . . $125,000 $(85,000) $ 40,000 $ 0 $ 40,000 $ 0 $ 40,000

Allan J. Sweet. . . $250,000 $ 25,000 $275,000 $ 10,000 $285,000 $ 0 $285,000

Philip N. Tague . . $250,000 $ 25,000 $275,000 $ 10,000 $285,000 $ 0 $285,000

<fn>

Mr. Allen's and Mr. Mutz's decreases are based on the decreased amount of time being spent on the Company's
business. Amounts shown as "2002 Salary" for Mr. Allen and Mr. Mutz are their Trustees' fees. The increases Mr.
Sweet and Mr. Tague received as of January 1999 are partially in recognition of their promotions to Co-CEO in the
Office of the Chairman.

</table>

Messrs. Mutz, Allen, Sweet, Primo and Schreiber constitute the Real
Estate Committee. Messrs. Heilweil and McConahey are alternate members of
the Real Estate Committee, serving in the event that Mr. Primo or
Mr. Schreiber is unavailable for a meeting. Action by the Real Estate
Committee requires approval of a majority of the members voting on any
matter, and such majority must include any one of Messrs. Primo, Schreiber,
Heilweil and McConahey. The Real Estate Committee is authorized to, among
other things, approve, subject to certain limitations, the acquisition or
development of additional apartment communities and the financing,
refinancing or sale of the Company's existing apartment communities and
other apartment communities acquired by the Company. The Real Estate
Committee met two times during 2001.

Four meetings of the full Board were held in 2001. Each Trustee who
held such position in 2001 attended at least 75% in the aggregate of all
meetings of the Board and any committee on which such Trustee served.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed with management and
with the Company's independent auditors the Company's audited financial
statements for the year ended December 31, 2001. These discussions
included matters required to be discussed by the Statements on Auditing
Standards No. 61, which include, among other things, (1) methods used to
account for significant or unusual transactions; (2) the effect of
significant accounting policies in emerging areas for which there is a lack
of authoritative guidance; (3) the process used by management in
formulating sensitive accounting estimates and the basis for the auditor's
conclusions regarding the reasonableness of those estimates; and (4) any
disagreements with management over the application of accounting
principles, the basis for management's accounting estimates, and the
disclosures in the financial statements.

The Audit Committee has received the written disclosures and the
letter from our independent auditors, KPMG LLP, as required by Independence
Standards Board Standard No. 1, "Independence Discussions with Audit
Committees," and has discussed with the independent auditors the issue of
their independence from the Company. The Audit Committee has considered
whether the provision of non-audit services by KPMG LLP to the Company for
the fiscal year ended December 31, 2001, as described in this Proxy
Statement under "Relationship with Independent Accountants," is compatible
with maintaining KPMG LLP's independence.

Based on its review of the audited financial statements and
discussions related thereto, the Audit Committee has recommended to the
Board of Trustees that the audited financial statements be included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2001.

Marc S. Heilweil, Chairman
Laura D. Gates
Stephen G. McConahey

<table>
EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding the compensation of Messrs. Mutz, Sweet and
Tague, the Co-CEOs of the Company, Mr. Allen, and the Company's five other most highly compensated executive
officers during 2001, 2000 and 1999. The table includes compensation from all sources for services rendered to
the Company and its subsidiaries during these years.

<caption>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------- ----------------------------------
AWARDS PAYOUTS
----------------------- -------
OTHER RESTRICTED SECURITIES
ANNUAL SHARE UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) OPTIONS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) (1) ($) (NUMBER) ($) ($) (2)
- ------------------ ---- ------- ------ ------------ ---------- ---------- ------- ------------
<s> <c> <c> <c> <c> <c> <c> <c> <c>
Gregory T. Mutz
Chairman of the
Board of Trustees
and Co-CEO (3) . . . 2001 $ 40,000 $ -- $ -- 4,000 $ 98,967 $16,115
2000 $ 40,000 -- -- -- 4,000 $113,321 $20,198
1999 $125,000 -- $18,655 -- 35,000 -- $25,765

John E. Allen
Vice Chairman of
the Board of
Trustees . . . . . . 2001 $ 30,000 $ -- $ -- 3,000 $ 51,080 $14,754
2000 $ 30,000 -- -- -- 3,000 $113,321 $15,144
1999 $ 50,000 $35,000 $ 7,925 -- 30,000 -- $21,430

Allan J. Sweet
President,
Co-CEO, and
Trustee. . . . . . . 2001 $285,000 $ -- $ 9,958 60,000 $ 51,080 $20,413
2000 $275,000 -- $ 1,444 -- 95,000 $113,321 $23,706
1999 $250,000 $62,390 $ 8,305 -- 57,000 -- $29,152

ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------- ----------------------------------
AWARDS PAYOUTS
----------------------- -------
OTHER RESTRICTED SECURITIES
ANNUAL SHARE UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) OPTIONS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) (1) ($) (NUMBER) ($) ($) (2)
- ------------------ ---- ------- ------ ------------ ---------- ---------- ------- ------------

Philip N. Tague
Executive Vice
President,
Co-CEO, and
Trustee. . . . . . . 2001 $285,000 $ -- $14,998 -- 60,000 $ 51,080 $20,384
2000 $275,000 -- -- -- 95,000 $113,321 $23,713
1999 $250,000 $62,390 -- -- 57,000 -- $29,142

Robert S. Aisner
Executive Vice
President -
Property Management. 2001 $250,000 $ -- $ -- -- 40,000 $ -- $14,171
2000 $240,000 -- -- -- 75,000 -- $14,785
1999 $220,000 $54,090 -- -- 46,000 -- $12,942

Robert J. Chapman
Executive Vice
President -
Chief Financial
Officer. . . . . . . 2001 $250,000 $ -- $ 8,300 -- 40,000 $ -- $10,196
2000 $240,000 -- $17,499 -- 75,000 -- $11,992
1999 $220,000 $54,090 $17,498 -- 46,000 -- $10,438

Stephen C. Ross
Executive Vice
President -
Development. . . . . 2001 $228,000 $ 6,800 $ -- -- 20,000 $ 39,906 $13,879
2000 $220,000 $10,000 -- -- 35,000 $ 32,377 $17,918
1999 $200,000 $49,400 -- -- 16,000 -- $18,235

Brian K. Cranor
Executive
Vice President . . . 2001 $213,000 $10,000 $ -- -- 20,000 $ -- $ 9,904
2000 $205,000 $10,000 $ 8,203 -- 35,000 -- $11,780
1999 $185,000 $47,750 $12,825 -- 16,000 -- $10,299

James E. Thomas, Jr.
Executive
Vice President . . . 2001 $213,000 $ 6,300 $ -- -- 20,000 $ -- $ 9,904
2000 $205,000 $10,000 -- -- 35,000 -- $11,780
1999 $185,000 $47,750 $ 9,619 -- 16,000 -- $10,299

<fn>
- --------------------

(1) The Company pays the cost of personal income tax preparation services for Mr. Sweet ($1,672, $1,444 and
$1,444 in 2001, 2000 and 1999, respectively) and for Mr. Chapman ($2,500 in each of the years 2001, 2000
and 1999), and, until 1999, for 50% of the cost of personal income tax preparation services for Mr.
Mutz ($3,656 in 1999) and for Mr. Allen ($907 in 1999). Compensation based on the 15% discount under the
Executive Share Purchase Plan was as follows:

2001 2000 1999
------- ------- -------
Mr. Mutz -- -- $14,999
Mr. Allen -- -- 7,018
Mr. Sweet 8,286 -- 6,806
Mr. Tague 14,998 -- --
Mr. Aisner -- -- --
Mr. Chapman 5,800 14,999 14,998
Mr. Ross -- -- --
Mr. Cranor -- 8,203 12,825
Mr. Thomas -- -- 9,619

(2) The employer contributions by the Company under the Retirement Savings Plan for Messrs. Sweet, Tague,
Aisner, Chapman, Ross, Cranor and Thomas were $1,000 each in 2001; $5,250 each in 2000; and $5,300 each in
1999. See "Retirement Savings Plan" below. The Company paid a $96 annual premium each year to provide up
to $50,000 of group term life insurance for each of the named executive officers. During 2001, 2000 and
1999, Mr. Mutz was credited with $16,019, $20,102 and $25,669, respectively; Mr. Allen was credited with
$14,658, $15,048 and $21,334, respectively; Messrs. Sweet and Tague were each credited with $18,936,
$18,170, and $23,578, respectively; Mr. Aisner was credited with $13,075, $9,439 and $7,546, respectively;
Mr. Chapman was credited with $9,100, $6,646 and $5,042, respectively; Mr. Ross was credited with $12,783,
$12,609 and $12,839, respectively; and Messrs. Cranor and Thomas were each credited with $8,808, $6,434
and $4,903, respectively, in Performance Units (as defined under "Performance Incentive Plan" below) as
distribution equivalents corresponding to the amount of distributions made on the number of units of
limited partnership interest ("Units") in AMLI Residential Properties, L.P. (the "Operating Partnership")
underlying the Performance Units respectively held by each of them. See "Long-Term Incentive Plan Awards"
and "Performance Incentive Plan" below. During 2001, 2000 and 1999, Mr. Sweet received $381, $190 and
$178, respectively, and Mr. Tague received $352, $197 and $188, respectively, in taxable income relating
to split dollar life insurance policies maintained jointly by the Company and these officers.

(3) Mr. Mutz resigned his position as co-CEO effective January 1, 2002.

</table>

<table>

OPTION GRANTS

On October 29, 2001, options for 397,750 Units were granted to 47 key employees and officers of the Company
and its subsidiaries at an exercise price of $23.06. Each Unit is exchangeable for one Common Share. The
following table sets forth certain information with respect to individual grants of options in 2001 to each of the
executive officers named in the summary compensation table above.

<caption>
INDIVIDUAL GRANTS
------------------------------------------------------ POTENTIAL REALIZABLE
SECURITIES PERCENT OF ANNUAL RATES OF SHARE
UNDERLYING TOTAL OPTIONS PRICE APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OR OPTION TERM
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION -----------------------
NAME (NUMBER)(1) 2001 ($/SHARE) DATE (2) 5% ($) 10% ($)
- ---- ----------- ------------- ----------- ---------- ---------- ----------
<s> <c> <c> <c> <c> <c> <c>

Gregory T. Mutz 4,000 1.01% $23.06 10/29/2011 $ 58,009 $ 147,007

John E. Allen 3,000 0.75% $23.06 10/29/2011 $ 43,507 $ 110,255

Allan J. Sweet 60,000 15.08% $23.06 10/29/2011 $ 870,139 $2,205,102

Philip N. Tague 60,000 15.08% $23.06 10/29/2011 $ 870,139 $2,205,102

Robert S. Aisner 40,000 10.06% $23.06 10/29/2011 $ 580,092 $1,470,068

Robert J. Chapman 40,000 10.06% $23.06 10/29/2011 $ 580,092 $1,470,068

Stephen C. Ross 20,000 5.03% $23.06 10/29/2011 $ 290,046 $ 735,034

Brian K. Cranor 20,000 5.03% $23.06 10/29/2011 $ 290,046 $ 735,034

James E. Thomas, Jr. 20,000 5.03% $23.06 10/29/2011 $ 290,046 $ 735,034

<fn>
__________

(1) Represents aggregate options to purchase Units. Such options vest one-third each on October 29, 2004, 2005
and 2006, or immediately in the event of the holder's death, disability, termination without cause, or a
change in control of the Operating Partnership.

(2) Subject to earlier expiration twelve months after termination of the holder's employment with the Company and
its affiliates.

</table>

<table>

AGGREGATED OPTION EXERCISES IN 2001 AND YEAR-END OPTION VALUES

The following table sets forth certain information concerning exercises of options during 2001 by each of the
executive officers named in the summary compensation table above and the year-end value of unexercised options
owned by such executive officers.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
SECURITIES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE OPTIONS AT YEAR-END YEAR-END (2) ($)
EXERCISE REALIZED ---------------------------------------------------
NAME (NUMBER) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ -------- ----------- ------------- ----------- -------------
<s> <c> <c> <c> <c> <c> <c>

Gregory T. Mutz 5,000 $21,350 149,999 63,001 $615,185 $237,436
John E. Allen 5,000 $23,050 139,999 58,001 $581,097 $211,166
Allan J. Sweet 5,000 $24,000 136,666 235,334 $564,128 $655,774
Philip N. Tague 7,500 $36,000 116,666 235,334 $456,290 $655,774
Robert S. Aisner 15,000 $60,413 21,666 176,834 $ 54,765 $497,962
Robert J. Chapman 0 -- 14,166 176,834 $ 41,865 $497,962
Stephen C. Ross 15,000 $72,000 63,833 85,167 $257,074 $233,680
Brian K. Cranor 0 -- 15,000 86,000 $ 39,238 $233,941
James E. Thomas, Jr. 0 -- 15,000 86,000 $ 39,238 $233,941

<fn>
___________

(1) Computed as the number of options exercised multiplied by the difference between fair value per share at date
of exercise and the exercise price per share.

(2) Calculated based on the year-end share value of $25.22 per share.

</table>

LONG-TERM INCENTIVE PLAN AWARDS

Since January 30, 1995, 116,200 Performance Units (as defined under
"Performance Incentive Plan" below), of which 54,800 original Performance
Units remain outstanding as of February 28, 2002, were awarded to key
employees and officers of the Operating Partnership and the Service
Companies pursuant to the Company's performance incentive plan. Of this
total, 3,500 Performance Units were awarded on October 29, 2001 (none of
which were awarded to the executive officers named in the summary
compensation table above) and the remainder were awarded in years prior to
2001. In February 2001, Mr. Mutz received $98,967, Mr. Allen received
$51,080, Mr. Sweet received $51,080, Mr. Tague received $51,080, and Mr.
Ross received $39,906 as cash compensation in full satisfaction of the
Performance Units these officers had been awarded in 1996. In February
2002, Messrs. Mutz, Sweet and Tague each received cash compensation
payments of $72,965; Mr. Allen received a cash compensation payment of
$58,372; and Mr. Aisner and Mr. Ross each received a cash compensation
payment of $51,075, in full satisfaction of the Performance Units these
officers had been awarded in 1997. See "Performance Incentive Plans"
below.

Each Performance Unit is payable in one Unit.

Performance Units will generally become payable upon the determination
that the relevant performance objectives set by the Executive Compensation
Committee have been met. The performance objective applicable to these
Performance Units is the achievement by the Company of 4% compound annual
growth in Funds from Operations (as defined under "Incentive Compensation"
below) during the five- to ten-calendar year period immediately following
each award. Calculation of the Company's compound annual growth in Funds
from Operations will initially be made as soon as practicable after the
fiscal year end five years following each award, and if the performance
objective has not been met at such calculation date, it will again be
calculated as soon as practicable after each of the next five fiscal year
ends until the performance objective has been met. If the performance
objective has not been met during the ten-year period following the award,
such Performance Units will expire and none of the participants in the
Performance Incentive Plan will receive any payments in respect thereof.
If at any such calculation date it is determined by the Executive
Compensation Committee that the performance objective has been met,
payments will be made to each eligible participant in an amount equal to
one Unit for each Performance Unit (or cash equal to the fair market value
of such number of Units in lieu thereof with respect to each Performance
Unit held).

Payment will be made for each eligible Performance Unit upon the
determination by the Executive Compensation Committee that the performance
objective has been met or exceeded. No payment will be made if the
performance objective has not been met.

OPTION PLAN

In 1994, the Company adopted the Option Plan to provide incentives to
attract and retain Trustees, officers and key employees and service
providers. The summary of the Option Plan set forth below is qualified in
its entirety by the text of the Option Plan.

The Option Plan provides for the grant of options to purchase a
specified number of Common Shares or Units ("Options"). Under the Option
Plan, the maximum number of Common Shares available for grant and available
to be issued upon exchange of Units issued under the Option Plan is equal
to 2,850,000 (increased from 1,000,000 in 1998 and from 2,000,000 in 2000
pursuant to amendment to the Plan). Upon certain extraordinary events, the
Executive Compensation Committee may make such adjustments in the aggregate
number and kind of Common Shares or Units reserved for issuance, the number
and kind of Common Shares or Units covered by outstanding awards and the
exercise prices specified therein as it determines to be appropriate.

Participants in the Option Plan, who may be directors, officers or
employees of, or service providers to, the Company, its subsidiaries or
designated affiliates, will be selected by the Executive Compensation
Committee. Approximately 48 Trustees, officers and employees are currently
eligible to participate in the Option Plan. The Executive Compensation
Committee will also determine the terms of Options granted under the Option
Plan including, among other things, the exercise price of Options, whether
Incentive Share Options ("ISOs") or non-qualified Options shall be granted,
the number of Common Shares or Units subject to each Option and the vesting
schedule applicable to each such Option. Trustees of the Company are also
eligible to participate but, in the case of Trustees who are not also
employees of the Company, only pursuant to automatic grants under a
specified formula set forth in the Option Plan and described under
"Compensation of Trustees" below.

The Executive Compensation Committee may amend any award previously
granted, prospectively or retroactively. No such amendment may impair the
rights of any participant under any award without the consent of such
participant (except for any amendment made to cause the Option Plan to
qualify for an exemption provided by Rule 16b-3 under the Exchange Act).
The Option Plan authorizes the Executive Compensation Committee to grant
Options at an exercise price determined by the Executive Compensation
Committee. Such price cannot be less than 100% of the fair market value of
the Common Shares or Units on the trading date immediately preceding the
date on which the Option in respect thereof is granted. Subject to certain
limitations regarding real estate investment trust ("REIT") qualification
and taxes, with respect to any individual, the aggregate fair market value
(determined at the time the Option is granted) of Common Shares with
respect to which ISOs may be granted under the Option Plan, which Options
are exercisable for the first time during any calendar year, may not exceed
$100,000. No Option may be granted or exercised if the grant or exercise
of such Option could cause the Company to fail to qualify as a REIT for
Federal income tax purposes or to incur additional taxes under Section 857
of the Internal Revenue Code of 1986, as amended (the "Code"). The
exercise price is payable in cash. The vesting provisions of the Options
will be determined by the Executive Compensation Committee, except with
regard to Options received by Independent Trustees as described under
"Compensation of Trustees" below.

Notwithstanding the foregoing references to the Executive Compensation
Committee, the authority to grant and administer Options awarded to Service
Company employees or service providers who are not also Trustees or
officers of the Company subject to Section 16(a) of the Exchange Act is
vested in the board of directors, or a committee of two or more directors,
of the respective Service Company.

The right of any participant to exercise an Option may not be
transferred in any way other than by will or the laws of descent and
distribution.

On October 29, 2001, Options for 397,750 Units were granted to 47 key
employees and officers of the Company and its affiliates at an exercised
price of $23.06 per Unit.

On October 30, 2000, Options for 634,250 Units were granted to 44 key
employees and officers of the Company and its affiliates at an exercise
price equal to $23.1562 per Unit.

On November 1, 1999, Options for 412,500 Units were granted to 44 key
employees and officers of the Company and its affiliates at an exercise
price equal to $20.8125 per Unit.

The Co-CEOs, the Chairman and the Vice Chairman of the Board of
Trustees, and the five most highly compensated executive officers of the
Company have received Options under the Option Plan as follows: Mr. Mutz,
218,000; Mr. Allen, 201,000; Mr. Sweet, 377,000; Mr. Tague, 359,500; Mr.
Aisner, 213,500; Mr. Chapman, 191,000; Mr. Ross, 164,000; Mr. Cranor,
101,000; and Mr. Thomas, 101,000. For Options granted to such executive
officers in 2001, see "Option Grants" above. The Company's Independent
Trustees have received Options as described under "Compensation of
Trustees" below. The Company's executive officers as a group have received
an aggregate of 2,053,750 Options under the Option Plan and current
employees of the Company and the Service Companies as a group (excluding
executive officers of the Company) have received an aggregate of 505,333
Options under the Option Plan.

PERFORMANCE INCENTIVE PLAN

On January 30, 1995, the Board adopted a performance incentive plan
(the "Performance Incentive Plan") pursuant to which performance units
("Performance Units") may be awarded to employees of the Operating
Partnership and the Service Companies. The Performance Incentive Plan is a
form of phantom equity plan, with each Performance Unit awarded under the
plan intended to be equal in value to a Unit, the value of which
corresponds to the value of a Common Share. The Executive Compensation
Committee selects the employees eligible to participate in the Performance
Incentive Plan, determines the number of Performance Units, if any, to
award to a participant and the terms and conditions of the award, and
administers the Performance Incentive Plan. The number of Performance
Units held by an employee will be increased proportionally to reflect
distributions made with respect to Units, which distributions correspond to
dividends paid with respect to Common Shares. Performance Units will
become payable to the employee upon determination by the Executive
Compensation Committee that the particular performance objectives specified
by the Executive Compensation Committee have been met or upon a "change in
control" (as defined in the Performance Incentive Plan). Payment on
Performance Units will be made in a number of Units equal to the number of
eligible Performance Units held by an employee on the payment date, except
that Performance Units held by an employee who is subject to Section 16 of
the Exchange Act with respect to the Company will be payable in an amount
of cash equal to the fair market value of the Units which would otherwise
be paid to such employee. Under the Performance Incentive Plan, the total
number of Performance Units available for grant and the total number of
Common Shares available to be issued upon exchange of Units issued under
the Performance Incentive Plan will be equal to 250,000. Upon certain
extraordinary events, the Executive Compensation Committee may make such
adjustments in the aggregate number of Performance Units which may be
awarded and the aggregate number of Common Shares reserved for issuance
upon exchange of Units issued under the Performance Incentive Plan as it
determines to be appropriate.

Performance Units were awarded to employees and officers of the
Operating Partnership and the Service Companies for services performed as
follows: 3,300 Performance Units were awarded to 23 individuals on
October 29, 2001; 3,500 Performance Units were awarded to 21 individuals on
October 30, 2000; and 9,250 Performance Units were awarded to 24
individuals on November 1, 1999. Messrs. Mutz, Allen, Sweet, Tague and the
Company's five next most highly compensated officers received none of these
Performance Units. See "Long-Term Incentive Plan Awards" above.

EXECUTIVE SHARE PURCHASE PLAN

The "Executive Share Purchase Plan" was adopted by the Board effective
May 1, 1996 and was approved at the 1996 annual meeting of shareholders.
All Trustees who are not employees of the Company were eligible to
participate in the Executive Share Purchase Plan through 1999. Other
eligible participants will be Trustees, officers and employees of the
Company, the Operating Partnership and the Service Companies, designated by
the Executive Compensation Committee of the Company or, in the case of
Service Company employees, by the board of directors, or a committee of at
least two Directors, of the applicable Service Company.

Eligible participants who are Trustees, officers or employees of the
Company may elect to purchase Common Shares, and eligible participants who
are employees of the Operating Partnership or Service Companies may elect
to purchase Units (which the participant is required to exchange
immediately for an equal number of Common Shares), during quarterly window
periods. A "window period" is the ten business day period commencing on
the third business day following the Company's quarterly public release of
earnings. Participants may only purchase Common Shares or Units during one
window period in any calendar year. The number of Common Shares or Units
which may be purchased is (i) for Trustees, the number of Common Shares
with a fair market value, on the trading day immediately preceding the date
of purchase, of $100,000 and (ii) for participants who are not Trustees,
the number of Common Shares or Units, as applicable, with a fair market
value, on the trading day immediately preceding the date of purchase, of
the lesser of $100,000 or 50% of the participant's base salary. The
purchase price per Common Share or Unit is 85% of the fair market value of
a Common Share or Unit on the trading day immediately preceding the date of
purchase.

Participants electing to make purchases under the Executive Share
Purchase Plan may receive a loan for up to 80% of the purchase price,
provided that, in no event may a participant have more than $200,000
principal amount of loans outstanding under this Plan at any time. All
loans shall have a term of no more than 10 years and shall be secured by
the Common Shares purchased or received in exchange for Units purchased
with full recourse to the participant. All principal and interest under
any loans will become due and payable (i) 60 days after the date the
participant's employment with the Company, the Operating Partnership and
the Service Companies terminates for any reason other than death,
retirement on or after attainment of age 62, or following a Change in
Control of the Company (as described in the following paragraph), or (ii)
180 days after the date the participant's employment with the Company, the
Operating Partnership and the Service Companies terminates by reason of
death, retirement on or after attainment of age 62, or following a Change
in Control of the Company. The loans will bear interest at a fixed rate of
150 basis points over the then current ten-year Treasury bond rate.

The Common Shares may not be sold, assigned, transferred or pledged
(except to secure a loan under the Executive Share Purchase Plan) during
the period ending on the earlier of (i) the fifth anniversary of the
purchase date, (ii) the date of a Change in Control of the Company, or
(iii) the date that the participant terminates employment or service on the
Board, as applicable. In addition, the Common Shares may not be
transferred while they are serving as collateral for a loan under the
Executive Share Purchase Plan. Generally, a Change in Control will be
deemed to occur upon acquisition of more than 20% of the Company's voting
stock by any party (other than by certain related parties), a merger, sale
of substantially all of the Company's assets, the liquidation of the
Company, or the election of Trustees constituting a majority of the Board
who were not recommended by the incumbent Trustees.

During 2001, 2000 and 1999, six Trustees and eight key officers and
employees acquired a total of 12,434, 11,421 and 37,271 Common Shares,
respectively, pursuant to this Plan. Total expense recorded in 2001, 2000
and 1999 for the 15% discount, including the Service Companies' shares, was
$42,000, $37,000 and $116,947, respectively. At December 31, 2001, the
aggregate outstanding balance of recourse loans made pursuant to this Plan
was $286,000. In February 2002, three key employees acquired an additional
10,291 Common Shares pursuant to this Plan. The amounts of the Trustees'
and officers' loans are included in the total loans set forth in the
footnotes to the security ownership table. See "Security Ownership of
Certain Beneficial Owners and Management" below.

SENIOR OFFICER LOAN SHARE PURCHASE PROGRAM

Since 1997, the Executive Compensation Committee of the Board has
approved a total of $9,830,795 in recourse loans to the four officers who
are also Trustees and fifteen other officers to enable them to acquire on
the open market a total of 442,794 of the Company's Common Shares. All
442,794 shares had been acquired by February 28, 2002. These loans bear
interest at rates ranging from 3.91% to 6.23% and generally have terms of
nine years. The remaining unpaid amounts of each officer's loans are
included in the amounts set forth in the footnotes to the security
ownership table.

Since 1999, the Company has made $3,098,000 of additional loans to 22
Senior Officers of the Company which they used to acquire Company shares on
the open market (62,100 shares for $1,297,000 in 1999, 39,876 shares for
$881,000 in 2000, and 36,805 shares for $920,000 in 2001). These loans are
subject to forgiveness over the five year period commencing December 1999,
2000 or 2001 (based solely on each employee's continued employment with the
Company), as follows: 10% following the end of the second year, an
additional 20% following the end of the third year, an additional 35%
following the end of the fourth year, and the final 35% at the end of the
fifth year. See "Security Ownership of Certain Beneficial Owners and
Management" below.

INCENTIVE COMPENSATION

A bonus incentive compensation plan (the "Bonus Plan") is in place for
executive and key officers. This program awards bonuses to executive
officers and certain other key officers covered under the plan based on the
achievement of specified targets and goals for the Company and the
individual officer. The primary targets are based upon annual increases in
Funds from Operations (defined as income (loss) before minority interest of
Unit holders in the Operating Partnership and extraordinary items plus
certain non-cash items, primarily depreciation) per share, Common Share
price performance compared to performance of the share price of selected
competitors and benchmarking against the economic performance of selected
competitors. The amount of bonus is based on a formula determined for each
officer based on a range of up to 50% of base compensation. The Executive
Compensation Committee may also grant discretionary bonuses to certain
officers based upon an assessment of such an officer's performance.

Bonuses for 2001, 2000 and 1999 for the most highly compensated
executive officers of the Company are set forth in the summary compensation
table. See "Summary Compensation Table" above.

RETIREMENT SAVINGS PLAN

The Company and its affiliates have adopted a joint retirement savings
plan (the "Retirement Savings Plan") for their full-time employees. The
Retirement Savings Plan is a qualified plan pursuant to Sections 401(a) and
401(k) of the Internal Revenue Code. Employees of the Company, the
Operating Partnership and the Service Companies are generally eligible to
participate in the Retirement Savings Plan after one full year of service.
Eligible employees may contribute each year up to 15% of their compensation
to the Retirement Savings Plan. At the end of each year, the Company or
such entity will match up to 50% of each participating employee's
contribution, to a maximum of $1,000 per employee. Employees are not
vested in the Company's or such entity's contributions until the third
anniversary of their employment.

As of January 1, 1995 the Retirement Savings Plan was amended to
provide for an additional contribution by the Company, the Operating
Partnership or one of the Service Companies, as applicable, equal to a
percentage (0% for 2001, 2.5% for 2000 and 3% for 1999) of each eligible
employee's compensation. All such contributions are invested in Common
Shares.

The employer contributions by the Company under the Retirement Savings
Plan during 2001, 2000 and 1999 for the most highly compensated executive

officers of the Company are set forth in footnote (3) to the summary
compensation table. See "Summary Compensation Table" above.

COMPENSATION OF TRUSTEES

In 2001, the Company paid its Independent Trustees at the annual rate
of $20,000, consisting of $8,000 in cash and $12,000 in Common Shares
acquired in quarterly open market purchases following each dividend record
date. Each Independent Trustee also receives 2,000 Options annually.
Messrs. Mutz, Allen, Sweet and Tague were not paid any Trustees' fees in
2001. Commencing in 2002, Mr. Mutz, the Chairman of the Board, and Mr.
Allen, the Vice-Chairman of the Board, are no longer employees of the
Company and will be paid Trustee fees of $40,000 ($16,000 in cash and
$24,000 in Common Shares) and $30,000 ($12,000 in cash and $18,000 in
Common Shares), respectively, and will receive 4,000 Options and 3,000
Options, respectively, in their capacities as Chairman of the Board and
Vice-Chairman of the Board. In addition, the Company reimburses all
Trustees for expenses incurred in attending meetings.

Pursuant to the Option Plan (described above), Messrs. Primo,
Heilweil, McConahey and Schreiber and Ms. Gates were each granted,
effective as of the time they became Trustees, and each future Independent
Trustee will also be granted, effective as of the Trustee's initial
election or appointment, a ten-year Option to acquire 2,000 Common Shares
at fair market value on the trading day immediately preceding the date of
the grant (in the case of Messrs. Primo, Heilweil, McConahey and Schreiber,
the initial public offering price of $20.50 per share). A Trustee's
initial Options are not exercisable until after the first anniversary of
the date of grant. The exercise price is payable in cash.

NON-COMPETITION AGREEMENTS, EMPLOYMENT AGREEMENTS AND TERMINATION
OF EMPLOYMENT

The four officers who are also Trustees and 13 other officers of the
Company have each entered into an employment agreement with the Company,
which includes a non-competition provision. The non-competition provision
of each employment agreement prohibits each officer from engaging directly
or indirectly in the multifamily residential property business other than
on behalf of the Company during the period the officer is an employee of
the Company and for a period of either 12 months, 18 months, or 24 months
from termination of employment. Upon both a change in control of the
Company and a change in circumstance of the employee (as such terms are
defined in the agreements), the employment agreements provide for immediate
vesting of all previously unvested Options and Performance Units, cash
payment equal to one, two or three times average compensation (as defined)
and additional cash compensation to each employee who might be subject to
excise taxes under Section 4999 of the Internal Revenue Code so that the
Employee receives that amount before the application of income taxes that
he would receive if he were not subject to such excise taxes.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

There are no Executive Compensation Committee interlocks or insider
participation on the Executive Compensation Committee.

EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Executive Compensation Committee of the Board consists of all five
members of the Board who are not employees of the Company, the Operating
Partnership or a Service Company. The Executive Compensation Committee
reviews and approves all remuneration arrangements for the four most highly
compensated officers of the Company (the "Senior Executives"), and
administers the Option Plan, the Performance Incentive Plan, the Executive
Share Purchase Plan, the Senior Officer Loan Share Purchase Program, and
the Bonus Plan. The Executive Compensation Committee also reviews and
adopts or recommends to shareholders the adoption of new employee benefit
plans or modifications to existing plans. The Executive Compensation
Committee met in April and October 2001 in connection with 2001
compensation matters.

The Company's executive compensation program is intended to attract,
incentivize, reward and retain experienced and motivated executives who
contribute to the Company's growth. The goal of the Executive Compensation
Committee in setting Senior Executive compensation is to align the
interests of the executives with those of the Company's shareholders,
focusing on long-term growth of Funds From Operations ("FFO") and increases
in shareholder value. The Executive Compensation Committee, in
administering the Company's executive compensation program, considers
recommendations from management and extensive available data concerning
executive compensation at other equity real estate investment trusts and
companies in other businesses. The Executive Compensation Committee
periodically discusses with senior management the cost and desirability of
engaging an independent compensation consultant, but elected not to do so
in 2001. The Executive Compensation Committee reviewed this decision in
2001 and expects to continue to review this decision annually.

The Committee has approved additional grants of Options, Performance
Units, and recourse loans for the purchase of Common Shares in recognition
of the continuing desirability of aligning the interests of management and
shareholders.

For 2002, the Committee has discretion to authorize subjective cash
bonuses and has established incentives for objective cash bonuses that are
contingent upon the Company's achieving a 5.2% increase in FFO over the
$2.51 per share recorded for 2001.

The Company's executive compensation currently consists of an
executive's base salary, cash bonus, Options under the Option Plan,
discounted purchases under the Executive Share Purchase Plan, and
Performance Units under the Performance Incentive Plan.

BASE SALARY. Executive salary levels are designed to reward Company
employees for performing their normal duties. Salary levels are
established on the basis of a number of factors including management
recommendations, prior salary history with the Company, industry
comparables, individual performance and overall Company results. For 2002,
the salaries of the President and Co-Chief Executive Officer and the
Executive Vice President - Development and Co-Chief Executive Officer were
left unchanged. The other Senior Executives' salary increases in 2002
averaged 4.9%.

BONUSES. The Company's executive officers participate in the Bonus
Plan. A portion of the bonus each year is based on pre-established goals
concerning growth in FFO and benchmarking Company FFO and stock price
performance against those of a group of other multifamily real estate
investment trusts. A discretionary portion is also based on achievement of
individual job goals and for extraordinary contributions to the Company's
results for the past year. No cash bonus was paid to the Chairman, the
Vice Chairman, the President/Co-CEO or the Executive Vice President/Co-CEO
for 2001. Cash bonuses paid to other Senior Executives in 2002 for 2001
performance averaged 1.4% of 2001 base salary.

OPTIONS AND PERFORMANCE UNITS. Awards of Options under the Option
Plan and of Performance Units under the Performance Incentive Plan are
designed to utilize the award of interests in the Company and the Operating
Partnership in order to tie Senior Executive compensation to the creation
of shareholder value and allow the Senior Executives to share in the
success of the Company. As with cash bonuses, a portion of the awards
under the Option Plan are based on predetermined FFO and stock price
performance in both absolute and comparative terms and a portion are
discretionary. Awards of Performance Units under the Performance Incentive
Plan are discretionary, but their vesting generally depends on continued
employment with the Company and FFO growth experience over the five years
following their award. See "Long-Term Incentive Plan Awards" above for a
description of the vesting provisions of Performance Units awarded in prior
years.

COMPENSATION OF CO-CHIEF EXECUTIVE OFFICERS. For 2002, the Executive
Compensation Committee evaluated the compensation of Messrs. Sweet and
Tague utilizing the same philosophy and procedures as are applied to other
Senior Executives of the Company. The base salaries of the Co-CEO's were
left unchanged as of January 2002 as described above, and no cash bonuses
were awarded to the Co-CEO's for the Company's 2001 performance. As
detailed under "Option Grants" and "Long-Term Incentive Plan Awards," the
Executive Compensation Committee also awarded the Co-CEO's Options under
the Option Plan based on their contributions to the Company's 2001
performance.

It is the Executive Compensation Committee's intention that, so long
as it is consistent with the Company's overall compensation objectives, all
executive compensation be deductible for federal income tax purposes.
Section 162(m) of the Internal Revenue Code limits the tax deduction for
compensation paid to the Company's Chief Executive Officers and the four
most highly compensated officers who are employed at fiscal year end to
$1 million per year, unless certain requirements are met. The Company's
ability to meet the REIT distribution requirements, and the portion of the
Company's distributions which constitute taxable dividend income, rather
than return of capital, may be impacted by Section 162(m).

The Executive Compensation Committee does not believe that any
compensation paid by the Company in 2001 would meet the tests under
Section 162(m) for a disallowance of compensation deductions; nor does it
presently intend that any such deductions be disallowed in the future.
However, the Executive Compensation Committee, in setting future Senior
Executive compensation, will continue to consider the long-run interests of
the Company, balancing any non-deductibility under Section 162(m) against
the need for the Company to adequately compensate its executive officers
for services rendered.

EXECUTIVE COMPENSATION COMMITTEE

Laura D. Gates
Marc S. Heilweil
Stephen G. McConahey
Quintin E. Primo III
John G. Schreiber

PERFORMANCE GRAPH

The following line graph compares the change in the Company's
cumulative shareholder return on its Common Shares to the cumulative total
return of the Standard & Poor's 500 Stock Index ("S&P 500 Index") and the
NAREIT Equity REIT Total Return Index ("NAREIT Index") from December 31,
1996, to December 31, 2001. The graph assumes the investment of $100 in
the Company and each of the indices on December 31, 1996 and the
reinvestment of all dividends. The return shown on the graph is not
necessarily indicative of future performance.

[PERFORMANCE GRAPH]

December 31,
---------------------------------------------
1996 1997 1998 1999 2000 2001
------- ------- ------- ------- ------- -------
AMLI Residential
Properties Trust . . $100.00 $102.94 $111.33 $109.97 $145.67 $161.26

NAREIT Index. . . . . $100.00 $120.26 $ 99.21 $ 94.63 $119.58 $136.24

S&P 500 Index . . . . $100.00 $133.37 $171.49 $207.55 $188.65 $164.05

A $100.00 investment in the Company on December 31, 1996, increased to
$102.94 at December 31, 1997, increased to $111.33 at December 31, 1998,
decreased to $109.97 at December 31, 1999, increased to $145.67 at
December 31, 2000, and increased to $161.26 at December 31, 2001.

The NAREIT Index, adjusted to $100.00 at December 31, 1996, increased
to $120.26 at December 31, 1997, decreased to $99.21 at December 31, 1998,
decreased to $94.63 at December 31, 1999, increased to $119.58 at
December 31, 2000 and increased to $136.24 at December 31, 2001.

The S&P 500 Index, adjusted to $100.00 at December 31, 1996, increased
to $133.37 at December 31, 1997, increased to $171.49 at December 31, 1998,
increased to $207.55 at December 31, 1999, decreased to $188.65 at
December 31, 2000 and decreased to $164.05 at December 31, 2001.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

THE SERVICE COMPANIES

Ninety-five percent of the voting common stock of each of the Service
Companies is owned by AMLI Realty Co., which enables AMLI Realty Co. to
control the election of such companies' directors, the majority of which,
in the case of each Service Company, cannot by charter be officers,
directors or employees of AMLI Realty Co. The Operating Partnership owns
5% of the voting common stock and all of the nonvoting preferred stock of
each of the Service Companies. The nonvoting preferred stock of each
Service Company is generally entitled to dividends equal to 95% of all
distributions made by the relevant company.

The Management Company provides management and leasing services to
each of the apartment communities owned by the Company or in which the
Company owns an interest. The Company paid the Management Company
management fees totaling $3,159,000 in 2001 with respect to the communities
owned by the Company; and affiliated partnerships paid the Management
Company management fees totaling $6,594,000 in 2001 with respect to other
communities in which the Company owns an interest. The master property
management agreement with respect to the communities owned by the Company
had an initial term of three years, and was renewed for an additional three
years on February 16, 2000; it may be terminated earlier by either the
Management Company or the Operating Partnership upon an event of default by
the other party.

During 2001, the Company accrued or paid to the Service Companies
$209,000 in general contractor fees, $273,000 in interest expense, and
$439,000 for costs associated with landscaping and grounds maintenance;
unconsolidated co-investment partnerships also engaged the services of the
Service Companies during 2001.

During 2001, the Company earned or received $946,000 of interest on
notes and advances to the Service Companies and earned or received various
fees from unconsolidated co-investment partnerships.

CORPORATE SERVICES AGREEMENT

Pursuant to a corporate services agreement among the Management
Company, AIA, Amrescon, the Operating Partnership and the Company, the
Operating Partnership and the Management Company provide various
managerial, administrative, accounting, investor relations, and other
services related to the operations and administration of the Management
Company, AIA, Amrescon, the Operating Partnership and the Company. The
corporate services agreement provides for the parties to reimburse the
Operating Partnership and the Management Company quarterly for costs
incurred with respect to this agreement. The Company, the Management
Company, AIA and Amrescon paid $0, $135,045, $203,595 and $0, respectively,
to the Operating Partnership pursuant to the corporate services agreement
in 2001. The Company, the Operating Partnership, AIA and Amrescon paid $0,
$1,495,207, $251,748 and $475,836, respectively, to the Management Company
pursuant to the corporate services agreement in 2001.

The corporate services agreement may be renewed each year for
consecutive one-year terms, provided that the Company, the Operating
Partnership, Amrescon, AIA and the Management Company mutually consent to
each such renewal at least 60 days before the expiration of the
then-current term. Each such entity has so consented to a renewal for a
term until March 31, 2003. The corporate services agreement may be
terminated earlier in the event that the Operating Partnership no longer
owns more than 50% of the preferred stock of the Management Company, in the
event of a material default by the Management Company, AIA, Amrescon, the
Operating Partnership or the Company (which is not cured within certain
specified time periods), or in the event of the voluntary or involuntary
bankruptcy of the Management Company.

Unless the Management Company acts in bad faith, is grossly negligent,
recklessly disregards its duty, or engages in willful misconduct, the
Management Company will have no liability to the Company or the Operating
Partnership resulting from the performance of its duties under the
corporate services agreement. The Management Company is required to
indemnify AIA, Amrescon, the Company and the Operating Partnership for any
damages arising out the Management Company's default under the corporate
services agreement or as a result of the Management Company's gross
negligence. Similarly, AIA, Amrescon, the Company and the Operating
Partnership are obligated to indemnify the Management Company for any
damages arising out of their respective defaults under the corporate
services agreement or as a result of their gross negligence.

RELATIONSHIPS WITH INDEPENDENT ACCOUNTANTS

KPMG LLP has been the independent accounting firm that audits the
financial statements of the Company and its subsidiaries since inception of
the Company in 1994.

AUDIT FEES

KPMG LLP billed the Company and its consolidated affiliates $105,000
for the audit of the Company's financial statements during the year ended
December 31, 2001, and $42,000 for the review of financial statements
included in the Company's Forms 10-Q during 2001. KPMG LLP billed
additional amounts aggregating approximately $380,000 to the Company's
unconsolidated affiliates for audit related services during 2001.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

KPMG LLP neither billed for nor performed any services for the Company
in 2001 related to financial information systems design or implementation.

ALL OTHER FEES

KPMG LLP billed the Company and its consolidated affiliates $163,000
for other services performed during 2001. The other services included
planning and consulting services relating to income taxes. In addition,
KPMG LLP billed amounts aggregating approximately $161,000 to the Company's
unconsolidated affiliates for such services during 2001.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of the Common
Shares as of February 28, 2002 for (1) each person who is known to the
Company to have been the beneficial owner of more than five percent of the
Common Shares outstanding on February 28, 2002, (2) each Trustee of the
Company and each executive officer of the Company named in the summary
compensation table and (3) the Company's Trustees and executive officers as
a group. The number of Common Shares beneficially owned by a person
includes the number of Common Shares into which Units and Series A
Cumulative Convertible Preferred Shares of Beneficial Interest ("Series A
Preferred Shares") beneficially owned by the person are exchangeable and
convertible and the number of Common Shares for which a person holds an
option, exercisable within sixty days of February 28, 2002, to acquire. The
percent of Common Shares beneficially owned by a person assumes that all
Units and Series A Preferred Shares held by the person are exchanged and
converted for Common Shares and that none of the Units or Series A
Preferred Shares held by other persons are so exchanged or converted and
that all options exercisable within sixty days of February 28, 2002 to
acquire Common Shares held by the person are exercised and no options to
acquire Common Shares held by other persons are exercised.

In addition to the holders shown below, Security Capital Preferred
Growth Incorporated, 11 South LaSalle Street, Chicago, IL 60603 owns AMLI's
entire issue of 3,125,000 Series B Cumulative Convertible Redeemable
Preferred Shares of Beneficial Interest (the "Series B Preferred Shares").
The Series B Preferred Shares were issued at a price of $24 per share, are
convertible into Common Shares on a one-for-one basis, are non-callable
until 2007, and carry an annual dividend equal to the greater of $1.80 per
share or the annual dividend rate on the Common Shares, which is currently
$1.92 per share.

COMMON SHARES PERCENT OF ALL
NAME AND ADDRESS BENEFICIALLY COMMON SHARES
OF BENEFICIAL OWNER (1) OWNED (2) (2)
- ---------------------- ------------- --------------

UICI (3). . . . . . . . . . . . . . . . . . 2,550,986 13.0%

Morgan Stanley Dean Witter & Co. (4). . . . 1,619,362 9.1%
Gregory T. Mutz (5) . . . . . . . . . . . . 442,453 2.5%
John E. Allen (6) . . . . . . . . . . . . . 228,502 1.3%
Allan J. Sweet (7). . . . . . . . . . . . . 271,985 1.5%
Philip N. Tague (8) . . . . . . . . . . . . 225,315 1.2%
Laura D. Gates (9). . . . . . . . . . . . . 26,712 0.1%
Marc S. Heilweil (10) . . . . . . . . . . . 20,206 0.1%
Stephen G. McConahey (11) . . . . . . . . . 23,676 0.1%
Quintin E. Primo III (12) . . . . . . . . . 12,164 0.0%
John G. Schreiber (13). . . . . . . . . . . 30,216 0.2%
Robert S. Aisner (14) . . . . . . . . . . . 76,624 0.4%
Robert J. Chapman (15). . . . . . . . . . . 88,214 0.5%
Stephen C. Ross (16). . . . . . . . . . . . 84,611 0.5%
Brian K. Cranor (17). . . . . . . . . . . . 53,465 0.3%
James E. Thomas, Jr. (18) . . . . . . . . . 49,385 0.3%
All Trustees and executive officers
as a group (17 persons) . . . . . . . . . 1,683,282 9.1%

- ----------

(1) Unless otherwise noted, the address for each of the persons or
entities is 125 South Wacker Drive, Suite 3100, Chicago, Illinois
60606.

(2) Assumes that all Units and Series A Preferred Shares held by the
person are exchanged and converted for Common Shares and that none of
the Units or Series A Preferred Shares held by other persons are so
exchanged or converted and that all options exercisable within sixty
days of February 28, 2002 to acquire Common Shares held by the person
are exercised and no options to acquire Common Shares held by other
persons are exercised.

(3) UICI is a publicly-traded (NYSE: UCI) insurance and financial
services company headquartered at 4001 McEwen, Suite 200, Dallas,
Texas 75244. Directly and through wholly or majority-owned
affiliates, UICI beneficially owned 728,900 Common Shares, 100,000
Series A Preferred Shares, and 1,722,086 Units, as follows:

The MEGA Life and Health
Insurance Company. . . . . . . . .1,722,086 Units
The MEGA Life and Health
Insurance Company. . . . . . . . . 155,000 Common Shares
United Group Reinsurance, Inc. . . . 381,927 Common Shares
United Group Reinsurance, Inc. . . . 100,000 Preferred Shares
Financial Services Reinsurance
Ltd. . . . . . . . . . . . . . . . 104,273 Common Shares
Midwest National Life
Insurance Company. . . . . . . . . 73,900 Common Shares
U.S. Managers Life Insurance
Company, Ltd.. . . . . . . . . . . 13,800 Common Shares
---------
2,550,986
=========

(4) Information with regard to Morgan Stanley Dean Witter & Co. is based
solely on Amendment No. 2 to Schedule 13G, dated February 13, 2002.
Morgan Stanley Dean Witter & Co. is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940.

(5) Mr. Mutz, directly and through various trusts and other affiliates,
beneficially owned 263,367 Common Shares and 29,087 Units and held
149,999 currently exercisable Options to acquire Common Shares.
Starting in November 1996, Mr. Mutz has financed the acquisition of
116,935 Common Shares with recourse loans from the Company. The
maximum aggregate loan balances between January 1, 2001 and
February 28, 2002 were $2,162,684; such loan balances totalled
$944,727 at February 28, 2002 and bear interest at fixed rates
ranging from 4.45% to 6.06%.

(6) Mr. Allen, directly and through affiliates, beneficially owned 87,069
Common Shares and 1,434 Units and held 139,999 currently exercisable
Options to acquire Common Shares. Starting in November 1996, Mr.
Allen has financed the acquisition of 77,306 Common Shares with
recourse loans from the Company. The maximum aggregate loan balances
between January 1, 2001 and February 28, 2002 were $1,480,033; such
loan balances totalled $1,100,958 at February 28, 2002 and bear
interest at fixed rates ranging from 4.45% to 6.23%.

(7) Mr. Sweet, directly and through various trusts and other affiliates,
beneficially owned 133,486 Common Shares and 1,833 Units and held
136,666 currently exercisable Options to acquire Common Shares.
Starting in November 1996, Mr. Sweet has financed the acquisition of
110,685 Common Shares with recourse loans from the Company. The
maximum aggregate loan balances between January 1, 2001 and
February 28, 2002 were $1,956,568; such loan balances totalled
$1,830,941 at February 28, 2002 and bear interest at fixed rates
ranging from 3.91% to 6.40%.

(8) Mr. Tague beneficially owned 108,649 Common Shares and held 116,666
currently exercisable Options to acquire Common Shares. Starting in
November 1996, Mr. Tague has financed the acquisition of 106,274
Common Shares with recourse loans from the Company. The maximum
aggregate loan balances between January 1, 2001 and February 28, 2002
were $1,943,620; such loan balances totalled $1,762,941 at
February 28, 2002 and bear interest at fixed rates ranging from 3.91%
to 6.23%.

(9) Ms. Gates beneficially owned 16,327 Common Shares and held 10,385
currently exercisable Options to acquire Common Shares. Starting in
November 1996, Ms. Gates financed the acquisition of 13,209 Common
Shares with recourse loans from the Company. The maximum aggregate
loan balances between January 1, 2001 and February 28, 2002 were
$167,770; such loan balances had been fully repaid at February 28,
2002.

(10) Mr. Heilweil beneficially owned 9,821 Common Shares and held 10,385
currently exercisable Options to acquire Common Shares.

(11) Mr. McConahey beneficially owned 13,291 Common Shares and held 10,385
currently exercisable Options to acquire Common Shares. Starting in
November 1996, Mr. McConahey financed the acquisition of 10,938
Common Shares with recourse loans from the Company. The maximum
aggregate loan balances between January 1, 2001 and February 28, 2002
were $133,520; such loan balances had been fully repaid at
February 28, 2002.

(12) Mr. Primo beneficially owned 1,779 Common Shares and held 10,385
currently exercisable Options to acquire Common Shares.

(13) Mr. Schreiber beneficially owned 19,831 Common Shares and held 10,385
currently exercisable Options to acquire Common Shares.

(14) Mr. Aisner beneficially owned 54,958 Common Shares and held 21,666
currently exercisable options to acquire Common Shares. Starting in
November 1996, Mr. Aisner has financed the acquisition of 53,411 of
the Company's Common Shares with recourse loans from the Company.
The maximum aggregate loan balances between January 1, 2001 and
February 28, 2002 were $999,844; such loan balances totalled $980,772
at February 28, 2002 and bear interest at fixed rates ranging from
3.91% to 6.06%.

(15) Mr. Chapman beneficially owned 74,048 Common Shares and held 14,166
currently exercisable options to acquire Common Shares. Starting in
December 1997, Mr. Chapman has financed the acquisition of 73,465
Common Shares with recourse loans from the Company. The maximum
aggregate loan balances between January 1, 2001 and February 28, 2002
were $1,119,475; such loan balances totalled $1,119,475 at
February 28, 2002 and bear interest at fixed rates ranging from 3.91%
to 6.40%.

(16) Mr. Ross beneficially owned, directly and through an affiliate,
20,778 Common Shares and held 63,833 currently exercisable Options to
acquire Common Shares. Starting in February 1997, Mr. Ross has
financed the acquisition of 19,466 Common Shares with recourse loans
from the Company. The maximum aggregate loan balances between
January 1, 2001 and February 28, 2002 were $394,931; such loan
balances totalled $385,374 at February 28, 2002 and bear interest at
fixed rates ranging from 3.91% to 7.01%.

(17) Mr. Cranor beneficially owned 21,465 Common Shares, 17,000 Units and
held 15,000 currently exercisable options to acquire Common Shares.
Starting in May 1998, Mr. Cranor has financed the acquisition of
20,695 Common Shares with recourse loans from the Company. The
maximum aggregate loan balances between January 1, 2001 and
February 28, 2002 were $395,474; such loan balances totalled $385,659
at February 28, 2002 and bear interest at fixed rates ranging from
3.91% to 7.43%.

(18) Mr. Thomas beneficially owned 16,028 Common Shares, 18,357 Units and
held 15,000 currently exercisable options to acquire Common Shares.
Starting in June 1998, Mr. Thomas has financed the acquisition of
15,943 Common Shares with recourse loans from the Company. The
maximum aggregate loan balances between January 1, 2001 and
February 28, 2002 were $275,882; such loan balances totalled $265,905
at February 28, 2002 and bear interest at fixed rates ranging from
3.91% to 7.43%.

SECTION 16(A)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's Trustees,
certain of the Company's officers, and beneficial owners of more than 10
percent of the Company's outstanding Common Shares, to file reports of
ownership and changes in ownership of the Company's Common Shares with the
Securities and Exchange Commission and to send copies of such reports to
the Company. Based solely upon a review of such reports and amendments
thereto furnished to the Company and upon written representations of
certain of such persons that they were not required to file certain of such
reports, the Company believes that no such person failed to file any such
report on a timely basis during 2001 except that Mr. Heilweil was late in
including on a Form 5 shares purchased by him during 1999.

PROPOSAL 2
APPROVAL OF AMENDMENT TO OPTION PLAN

In 1994, the Board and its shareholders adopted the Amli Residential
Properties Option Plan (as subsequently amended, the "Option Plan") to
provide incentives to attract and retain Trustees, officers and key
employees and service providers. Since there are relatively few common
shares of beneficial interest of the Company ("Common Shares") remaining
available for grant under the Plan, the Board believes that it is in the
best interests of the Company, its employees and its shareholders to
increase the number of common shares of beneficial interest of the Company
subject to the Option Plan by 600,000. Accordingly the Board has adopted
the Fourth Amendment to the Option Plan, subject to shareholder approval
(the "Fourth Amendment"). The summary of the Option Plan set forth below
is qualified in its entirety by the full text of the Option Plan as it is
proposed to be amended. A copy of the Option Plan is filed as an exhibit
to our Annual Report on Form 10-K and a copy of the Fourth Amendment is
included as Exhibit A to this proxy statement.

If the Fourth Amendment is not approved by shareholders, the Option
Plan will continue in existence in its current state and the Board will
consider other alternatives so that it will continue to be able to attract
and retain Trustees, officers, key employees and service providers.

THE BOARD RECOMMENDS THAT SHAREHOLDERS ADOPT AND APPROVE THE FOURTH
AMENDMENT.

DESCRIPTION OF THE OPTION PLAN

For a complete description of the Option Plan, see "Executive
Compensation - Option Plan". Currently we have 290,917 Common Shares
remaining under the Option Plan that are not subject to outstanding
Options. If the amendment is approved by shareholders, the maximum number
of Common Shares subject to the Option Plan will increase to 3,450,000 and
the number of Common Shares not subject to outstanding Options will
increase to 890,917. In addition, the Option Plan is being amended to
eliminate the ability to re-price previously-issued options. In all other
respects, the Option Plan will remain the same.

Participants in the Option Plan, who may be trustees, directors,
officers or employees of, or service providers to, the Company, its
subsidiaries or designated affiliates, are approved by the Executive
Compensation Committee. Approximately 45 persons are currently eligible to
participate in the Option Plan. Trustees of the Company who are not also
employees of the Company are entitled to participate in the Option Plan,
but they are only entitled to receive automatic grants under a specified
formula set forth in the Option Plan as described under "Compensation of
Trustees" above. During 2001, Options to acquire a total of 297,000 Common
Shares were granted to all executive officers as a group, Options to
acquire a total of 10,000 Common Shares were granted to the five
independent trustees as a group and Options to acquire a total of 100,750
Common Shares were granted to all eligible employees, other than executive
officers, as a group. For a discussion of the benefits granted under the
Option Plan in 2001 to named executive officers, see "Executive
Compensation - Option Grants" earlier in this proxy statement.

The closing sale price of the Common Shares on the New York Stock
Exchange on February 28, 2002 was $24.10.

The affirmative vote of the holders of a majority of the Common
Shares present and entitled to vote at the meeting is required for approval
of the amendment to the Option Plan. For purposes of the vote on the
proposed amendment, abstentions will have the same effect as votes against
the proposed amendment and broker non-votes will not be counted as shares
entitled to vote on the matter and will have no effect on the result of the
vote. Both abstentions and broker non-votes will count toward the presence
of a quorum. Each validly executed proxy returned to the Company will be
voted for the adoption of the amendment to the Option Plan unless the proxy
specifies otherwise.

FEDERAL INCOME TAX CONSEQUENCES

The tax discussion below does not purport to be a complete analysis
of the potential tax consequences relevant to the recipients of Options or
to the Company, or to describe tax consequences based on particular
circumstances. It is based on federal income tax law and interpretational
authorities as of the date of this proxy statement, which are subject to
change at any time.

TAX CONSEQUENCES TO THE PARTICIPANT

Under the Option Plan, the Executive Compensation Committee may grant
nonqualified Options to the Company's officers and key employees.
Nonqualified Options consist of Options to acquire Units and Options to
acquire Common Shares that are not intended to qualify as ISOs. Under the
Code provisions applicable to an Option Plan participant, the participant's
receipt of a nonqualified option should not result in recognition of income
or loss for federal income tax purposes, if that option has no readily
ascertainable fair market value at its grant date. At the time of
exercise, however, the difference between the fair market value of the
Common Shares or Units that are the subject of the option and the exercise
price, if any, will generally constitute ordinary income to the
participant.

A participant will generally recognize taxable gain or loss on the
subsequent sale of Common Shares acquired pursuant to the exercise of a
nonqualified share option, which will be treated as a long- or short-term
capital transaction depending on the participant's holding period. With
respect to Units acquired pursuant to the exercise of an option granted
under the Option Plan, the participant will generally recognize taxable
gain or loss upon the exchange of the Units for Common Shares, which will
be treated as a long- or short-term capital transaction depending on the
participant's holding period. The amount of such gain or loss will be
measured by the difference between the fair market value of the shares at
the conversion date and the participant's tax basis in such Units at the
conversion date. The participant will also recognize taxable gain or loss
on the subsequent sale of the Common Shares, which will be treated as a
long- or short-term capital transaction depending on the participant's
holding period, and will be measured by the difference between the amount
realized upon the sale of the shares and the fair market value of the
shares at the time the Units were converted into shares, plus any amounts
previously received from the Company as a return of capital.

TAX CONSEQUENCES TO THE COMPANY

The Company (or, as applicable, the subsidiary or affiliate that is
the employer of a participant at the time an option is awarded under the
Option Plan) should be allowed a deduction in the year and to the extent
that the participant recognizes ordinary income as a result of the exercise
of a nonqualified option. For certain executives of the Company, the
deduction may be subject to the $1 million deduction limit of Section
162(m) of the Code (discussed under "Executive Compensation Committee
Report on Executive Compensation"), although the Company believes that the
Options currently outstanding under the Option Plan should qualify for an
exception to this deduction limit.

PROPOSAL 3
APPROVAL OF SENIOR OFFICER SHARE ACQUISITION PLAN

In 1997, the Board adopted the Senior Officer Loan Share Purchase
Program whereby the Company made recourse loans to certain senior officers
of the Company who then used the proceeds to purchase Common Shares in the
open market. Most of such loans made in 1999 and thereafter provided for
principal repayment by the employer of each senior officer over a five year
period based solely on continued employment with the Company. For more
information on the Senior Officer Loan Share Purchase Program, see
"Executive Compensation - Senior Officer Loan Share Purchase Program"
elsewhere in this proxy statement. In order to provide that these Common
Shares may be issued directly by the Company as well as acquired in open
market transactions, the Board has adopted the 2002 Senior Officer Share
Acquisition Plan (the "Acquisition Plan"), subject to shareholder approval.

If the Acquisition Plan is not approved by shareholders, then the Senior
Officer Loan Share Purchase Program will continue in existence under its
current terms until changed by the Board. If the Acquisition Plan is
approved by shareholders, no further loans will be made under the Senior
Officer Loan Share Purchase Program.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS ADOPT AND
APPROVE THE ACQUISITION PLAN. THE ACQUISITION PLAN IS DESCRIBED BELOW, BUT
REFERENCE SHOULD BE MADE TO THE TEXT OF THE ACQUISITION PLAN WHICH IS SET
FORTH IN APPENDIX B, FOR COMPLETE INFORMATION.

DESCRIPTION OF THE ACQUISITION PLAN

Under the terms of the Acquisition Plan, the Committee of the Board
described below in " - Administration" is entitled to designate those
persons who will be granted the right to purchase Common Shares and the
terms, conditions and restrictions under which they may purchase shares.
The purchase price for shares purchase under the Acquisition Plan will be
determined by the committee, provided that the purchase price may not be
less than the lesser of (i) the fair market value at the time of purchase,
or (ii) in the committee's option, the average Common Share value over a
specified period. As long as the Common Shares are listed for trading on
the New York Stock Exchange, the fair market value shall equal the average
of the high and low trading prices for the Common Shares on the trading day
immediately preceding the date of the award and the average Common Share
value shall be average fair market value of a Common Share over the
specified period.

It is expected that the initial transactions under the Acquisition
Plan will occur shortly after the annual meeting of shareholders, assuming
the Acquisition Plan is approved by shareholders. No determination has
been made with regard to who will be permitted to purchase Common Shares
pursuant to the Acquisition Plan or the terms or conditions of any such
purchase. For a discussion of previous loans made under the Senior Officer
Loan Share Purchase Program, see "Executive Compensation - Senior Officer
Loan Share Purchase Program" elsewhere in this proxy statement.

The purchase price of the Common Shares purchased under the
Acquisition Plan shall be paid at the time of the purchase in cash, or in
such other form permitted by the committee. The form of payment may
include the use of proceeds of the loan from the Company, which loan would
be evidenced by a promissory note, and will be subject to such terms and
restrictions imposed by the committee, which may include forgiveness of the
loan.

NUMBER OF SHARES SUBJECT TO PLAN

Under the Acquisition Plan, the aggregate number of Common Shares
which may be sold pursuant to the plan shall be 260,000.

ADJUSTMENT IN CONNECTION WITH CERTAIN EVENTS

In the event of a stock dividend or split, recapitalization, merger
or consolidation, reorganization, combination or exchange of shares or
other similar corporate change or an extraordinary dividend paid in cash or
property, the number of shares remaining subject to the Acquisition Plan
and the maximum number of Common Shares that may be issued to anyone
pursuant to the Acquisition Plan, shall (i) in the event of an increase in
the number of outstanding shares, be proportionately increased, and (ii) in
the event of a decrease in the number of outstanding shares, be
proportionately reduced.

ADMINISTRATION

The Acquisition Plan provides that it shall be administered by a
committee of at least two members of the Board. The committee has been
appointed as the committee authorized to exercise the discretionary powers
of the Company under the Acquisition Plan.

Pursuant to the Acquisition Plan, each member of the committee, and,
to the extent provided by the committee, any other person to whom duties or
powers shall be delegated in connection with the Acquisition Plan, shall
incur no liability with respect to any action taken or omitted to be taken
in connection with the Trustee Plan unless attributable to his or her own
fraud or willful misconduct, to the fullest extent permitted under
applicable law.

The Board may amend the Acquisition Plan without shareholder
approval, except as specified in the Acquisition Plan.

FEDERAL INCOME TAX CONSEQUENCES

There are no principal anticipated Federal income tax consequences of
awards under the Acquisition Plan to participants and the Company.

PROPOSAL 4
APPROVAL OF TRUSTEE SHARE COMPENSATION PLAN

Previously Trustees received a portion of their annual compensation
in the form of Common Shares that were purchased quarterly in the open
market following each dividend record date. In order to provide that these
Common Shares may either be issued directly by the Company or acquired in
open market transactions, the Board has adopted the 2002 Trustee Share
Compensation Plan (the "Trustee Plan"), subject to shareholder approval.
If the Trustee Plan is not approved by shareholders, then the previous
method of compensating Trustees will continue in existence under its
current terms until changed by the Board.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS ADOPT AND
APPROVE THE TRUSTEE PLAN. THE TRUSTEE PLAN IS DESCRIBED BELOW, BUT
REFERENCE SHOULD BE MADE TO THE TEXT OF THE TRUSTEE PLAN WHICH IS SET FORTH
IN APPENDIX C, FOR COMPLETE INFORMATION.

DESCRIPTION OF THE TRUSTEE PLAN

As part of their annual retainer, the Company will grant to each non-
employee Trustee a number of Common Shares. The number of Common Shares
granted in any one year will be determined by dividing a dollar amount,
currently $12,000 ($24,000 with respect to Mr. Mutz and $18,000 with
respect to Mr. Allen) by the fair market value of a Common Share on the
date of grant. As long as the Common Shares are listed for trading on the
New York Stock Exchange, the fair market value shall equal the average of
the high and low trading prices for the Common Shares on the trading day
immediately preceding the date of the award. In addition to the grant
described above, a pro rata grant will be made following the election or
appointment of a new Trustee at a time other than at an annual meeting of
shareholders. While the dollar amounts discussed in this paragraph are
unlikely to change frequently, competitive pressures and other conditions
may cause the Board to review and change these amounts as needed. Under
the terms of the Trustee Plan, the Board may change these amounts in its
sole discretion.

At the discretion of the Board, grants may be made on an annual
basis, or one fourth of such amount may be granted quarterly. Initial
grants under the Trustee Plan will be made on April 29, 2002, assuming the
Trustee Plan is approved by shareholders. Thereafter annual grants will be
made on the date of the annual meeting of shareholders, or quarterly with
the first installment awarded on the date of the annual meeting of
shareholders. Since the number of Common Shares that will be awarded is
based on the fair market value on the date of grant, we cannot currently
determine the amounts to be awarded. Based on the $24.10 fair market value
of a Common Share on February 28, 2002, each non-employee Trustee would be
entitled to receive a grant of 487 Common Shares (995 in the case of Mr.
Mutz and 746 in the case of Mr. Allen), resulting in an aggregate grant of
4,286 Common Shares each year. To the extent that the fair market value of
a Common Share changes between February 28, 2002 and the date of this
year's annual meeting on April 29, 2002, the amounts to be awarded to non-
employee Trustees will also change.

Common Shares granted under the Plan are immediately vested and
transferable, except that Common Shares awarded to a Trustee who has not
previously performed services for the Company will vest on the 90-day
anniversary of the award date. No fractional shares will be issued under
the Trustees Plan. To the extent the application of the formula described
above would result in the issuance of a fractional share, the number of
Common Shares to be issued will be rounded down to the nearest whole number
and cash in lieu of a fractional share based on the fair market value of a
Common Share on the date of grant will be delivered to the Trustee.

For a discussion of the awards that were made to Trustees in 2001,
see "Executive Compensation - Option Grants" and "-Compensation of
Trustees" elsewhere in this proxy statement.

NUMBER OF SHARES SUBJECT TO PLAN

Under the Trustee Plan, the aggregate number of Common Shares which
may be awarded pursuant to the plan shall be 30,000.

ADJUSTMENT IN CONNECTION WITH CERTAIN EVENTS

In the event of a stock dividend or split, recapitalization, merger
or consolidation, reorganization, combination or exchange of shares or
other similar corporate change or an extraordinary dividend paid in cash or
property, the number of shares remaining subject to the Trustee Plan and
the maximum number of Common Shares that may be issued to anyone pursuant
to the Trustee Plan, shall (i) in the event of an increase in the number of
outstanding shares, be proportionately increased, and (ii) in the event of
a decrease in the number of outstanding shares, be proportionately reduced.

ADMINISTRATION

The Trustee Plan provides that it shall be administered by a
committee of at least two members of the Board. This committee has been
appointed as the committee authorized to exercise the discretionary powers
of the Company under the Trustee Plan, but this committee has no power to
select the participants who will receive awards, determine the number of
shares to be awarded or the price or time at which awards are to be
granted.

Pursuant to the Trustee Plan, each member of the this committee, and,
to the extent provided by the committee, any other person to whom duties or
powers shall be delegated in connection with the Trustee Plan, shall incur
no liability with respect to any action taken or omitted to be taken in
connection with the Trustee Plan unless attributable to his or her own
fraud or willful misconduct, to the fullest extent permitted under
applicable law.

The Board may amend the Trustee Plan without shareholder approval,
except as specified in the Trustee Plan.

FEDERAL INCOME TAX CONSEQUENCES

The following material summarizes the principal anticipated federal
income tax consequences of awards under the Trustee Plan to participants
and the Company.

CONSEQUENCES TO PARTICIPANTS

The participant will realize taxable compensation at the time the
award is vested. The amount of such compensation will be equal to the
aggregate fair market value of date of the award.

CONSEQUENCES TO THE COMPANY

The Company will generally receive a federal income tax deduction at
the same time, and in the same amount, as compensation is realized by the
participant.

PROPOSAL 5
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board, upon the recommendation of the Audit Committee, has
appointed the firm of KPMG LLP as the Company's independent auditors for
2002. A proposal to ratify this appointment will be presented at the
Annual Meeting. The affirmative vote of a majority of the votes cast at the
Annual Meeting will be necessary to adopt this proposal. For purposes of
the vote on this matter, abstentions will not be counted as votes cast and
will have no effect on the result of the vote, although they will be
counted toward the presence of a quorum.

Each valid proxy returned to the Company will be voted for the
ratification of the appointment of KPMG LLP as the Company's independent
auditors for 2002 unless the proxy specifies otherwise. The Board
recommends that shareholders vote FOR the ratification of such appointment.

The Company expects that representatives of KPMG LLP will be present
at the Annual Meeting and will be available to respond to appropriate
questions. Such representatives will have the opportunity to make a
statement at the Annual Meeting if they desire to do so.

SHAREHOLDER PROPOSALS

Shareholder proposals intended to be presented at the annual meeting
of shareholders to be held in the year 2003 must be received by the Company
at its principal executive offices on or before November 25, 2002 for
inclusion in the Company's proxy statement and form of proxy relating to
that meeting.

PROXY SOLICITATION EXPENSE

The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited personally, or
by telephone, facsimile transmission or other electronic means, by officers
or employees of the Company. The Company will also request persons, firms
and corporations holding shares beneficially owned by others to send proxy
material to, and obtain proxies from, the beneficial owners of such shares
and will, upon request, pay the holders' reasonable expenses for doing so.

EXHIBIT A
- ---------

FOURTH AMENDMENT TO
AMLI RESIDENTIAL PROPERTIES
OPTION PLAN

WHEREAS, AMLI Residential Properties Trust, a Maryland real estate
investment trust (the "Trust"), has adopted and maintains the AMLI
Residential Properties Option Plan (the "Option Plan"); and

WHEREAS, the Board of Trustees of the Trust has the authority to
amend the Option Plan, subject to shareholder approval with respect to
amendments that increase the number of Shares or Units (as such terms are
defined in the Option Plan) eligible for awards under the Option Plan; and

WHEREAS, the members of the Board of Trustees of the Trust now
consider it desirable to amend the Option Plan to increase the number of
Shares or Units eligible for awards under the Option Plan;

NOW, THEREFORE, IT IS RESOLVED, that the Option Plan shall be, and it
hereby is, amended, effective as of the date the shareholders of the Trust
approve of this amendment, by substituting the following for Section 4.1 of
the Option Plan:

"4.1. NUMBER OF SHARES AND UNITS SUBJECT TO OPTION. Subject to the
adjustment provisions of Section 4.4, the aggregate number of

(a) Shares which may be subject to Share Options (whether as
Incentive Share Options or Nonqualified Options), and

(b) Units which may be subject to Unit Options,

shall not exceed 3,450,000 Shares or 3,450,000 Units, or any combination of
the foregoing. If, and to the extent, that Options granted under the Plan
terminate, expire or are canceled for any reason without having been
exercised, the shares or Units reserved for issuance pursuant to the
terminated, expired or canceled Option (and any Shares reserved in
connection with the Conversion Rights of the Units) shall again be
available for the granting of Options; provided that the granting and terms
of such new Options shall in all respects comply with the provisions of the
Plan. No Options to purchase fractional Shares or fractional Units shall
be granted or issued under the Plan."

BE IT FURTHER RESOLVED, that Sections 3.2(d) and 3.3(a) of the Option
Plan shall be, and it hereby is, amended, effective as of the date the
shareholders of the Trust approve this amendment, by adding the following
at the end of each of such provisions: "provided that no such modification
or cancellation and reissue may result in a change in the original exercise
price other than through the application of the adjustment provisions of
this plan."

EXHIBIT B
- ---------

AMLI RESIDENTIAL PROPERTIES 2002
SENIOR OFFICER SHARE ACQUISITION PLAN
-------------------------------------

SECTION 1

GENERAL
-------

1.1 ESTABLISHMENT AND PURPOSE. AMLI Residential Properties Trust, a
Maryland real estate investment trust (the "REIT"), is the general partner
of AMLI Residential Properties, L.P. (the "Partnership"), a Delaware
limited partnership. The Partnership owns all of the preferred stock of
AMLI Management Company, a Delaware corporation which in turn owns
Amrescon, LLC, and each of such entities is referred to individually as a
"Service Company" and collectively as the "Service Companies". The
Partnership may from time to acquire, directly or indirectly, a greater
than 50% economic interest in other entities that may adopt the Plan and
become additional Service Companies hereunder, with the consent of the
Executive Compensation Committee of the REIT. The REIT, the Partnership,
and the Service Companies are each referred to individually as an
"Affiliated Company," and collectively as the "Affiliated Companies." The
purpose of the AMLI Residential Properties 2002 Senior Officer Share
Acquisition Plan (the "Plan") is to enable each of the Affiliated Companies
to attract, retain and motivate individuals to perform services as
employees and otherwise by providing for or increasing the opportunity for
such individuals to share in the growth and success of the Affiliated
Companies through proprietary interests in the REIT and thereby promote the
long-term financial interest of the REIT and the other Affiliated
Companies. The Plan has been established by the REIT as a successor to the
loan program established in 1999, under which senior management employees
were given the opportunity to purchase Common Shares of the REIT in the
open market using the proceeds of loans from the REIT, which loans were
reimbursable to each employee by his employer, contingent upon the
borrowing employee's fulfillment of certain obligations and conditions.
The Plan is similarly intended to provide senior management employees the
opportunity to purchase Common Shares with similarly reimbursable loans.
However, in order to facilitate compliance with section 16(b) of the
Securities Exchange Act of 1934, as amended, Common Shares purchased under
the Plan may be either open market purchases or acquired from the REIT's
authorized but unissued shares.

1.2 PARTICIPATION. Subject to the terms and conditions of the Plan,
the Committee shall determine and designate, from time to time, from among
the Eligible Persons those persons who will be granted the right to
purchase Common Shares under the Plan, and thereby become "Participants" in
the Plan.

1.3 OPERATION, ADMINISTRATION, AND DEFINITIONS. The operation and
administration of the Plan, including the grant of the right to purchase
Common Shares made under the Plan, shall be subject to the provisions of
Section 4 (relating to operation and administration). Capitalized terms in
the Plan shall be defined as set forth in the Plan (including the
definition provisions of Section 6 of the Plan).

SECTION 2
---------

COMMON SHARE ACQUISITION PROGRAM
--------------------------------

2.1 PURCHASE OF COMMON SHARES. The Committee may, from time to time,
establish one or more programs under which Participants will be granted the
right to purchase Common Shares under the Plan, and shall designate the
Participants eligible to participate under such share purchase programs.
The purchase price for Common Shares available under such programs, and
other terms and conditions of such programs, shall be established by the
Committee. The purchase price may not be less than the Fair Market Value
of the Common Shares at the time of purchase (or, in the Committee's
discretion, the average Common Share value over a period determined by the
Committee); provided, however, that the purchase price may not be less than
par value of a Common Share.

2.2 RESTRICTIONS ON SHARES. The Committee may impose such
restrictions with respect to Common Shares purchased under subsection 2.1
as the Committee determines to be appropriate.

2.3 PAYMENT OF PURCHASE PRICE. The purchase price of the Common
Shares purchased by a Participant shall be paid at the time of the purchase
in cash, or in such other form permitted by the Committee; and such form of
payment may include use of the proceeds of the loan from the REIT to the
Participant, which loan shall be evidenced by a promissory note, and shall
be subject to such terms and restrictions imposed by the Committee, which
terms may include the employer's reimbursement of the loan, contingent upon
the borrowing individual's fulfillment of conditions and obligations
established by the Committee.

SECTION 3
---------

OPERATION AND ADMINISTRATION
----------------------------

3.1 EFFECTIVE DATE. Subject to the approval of the shareholders of
the REIT at the REIT's 2002 annual meeting of its shareholders, the Plan
shall be effective as of April 29, 2002 (the "Effective Date"); provided,
however, that to the extent that rights are granted under the Plan prior to
its approval by shareholders, they shall be contingent on approval of the
Plan by the shareholders of the REIT. The Plan shall be unlimited in
duration and, in the event of Plan termination, shall remain in effect as
long as any awards of the right to purchase Common Shares under it are
outstanding.

3.2 COMMON SHARES SUBJECT TO PLAN. The Common Shares which may be
purchased by Participants under the Plan shall be subject to the following:

(a) The Common Shares with respect to which the right to purchase
may be awarded under the Plan shall be shares currently authorized but
unissued or currently held or subsequently acquired by the Company,
including shares purchased in the open market, in private transactions or
otherwise.

(b) Subject to the following provisions of this subsection 3.2, the
maximum number of Common Shares that may be delivered to Participants and
their beneficiaries under the Plan shall be 260,000 Common Shares.

3.3 GENERAL RESTRICTIONS. Delivery of Common Shares or other amounts
under the Plan shall be subject to the following:

(a) Notwithstanding any other provision of the Plan, the Company
shall have no liability to deliver any Common Shares under the Plan or make
any other distribution of benefits under the Plan unless such delivery or
distribution would comply with all applicable laws (including, without
limitation, the requirements of the Securities Act of 1933), and the
applicable requirements of any securities exchange or similar entity.

(b) To the extent that the Plan provides for issuance of share
certificates to reflect the issuance of Common Shares, the issuance may be
effected on a non-certificated basis, to the extent not prohibited by
applicable law or the applicable rules of any stock exchange.

3.4 ADJUSTMENT TO SHARES.

(a) In the event of any change in the outstanding Common Shares by
reason of a stock dividend or split, recapitalization, merger or
consolidation (whether or not the REIT is a surviving corporation),
reorganization, combination or exchange of shares or other similar
corporate changes or an extraordinary dividend paid in cash or property,
the number of Common Shares (or other securities) then remaining subject to
this Plan, and the maximum number of shares that may be issued to anyone
pursuant to this Plan, including those that are then covered by outstanding
awards of the right to purchase Common Shares, shall (i) in the event of an
increase in the number of outstanding shares, be proportionately increased
and the price for each share then covered by an outstanding right to
purchase Common Shares shall be proportionately reduced, and (ii) in the
event of a reduction in the number of outstanding shares, be
proportionately reduced and the price for each share then covered by an
outstanding right to purchase Common Shares shall be proportionately
increased.

(b) In the event the adjustments described in clauses (i) and (ii)
of paragraph (a) of this subsection 3.4 are inadequate to ensure equitable
treatment of any holder of the right to purchase shares, then, to the
extent permissible under applicable law, the Committee shall make any
further adjustments as it deems necessary to ensure equitable treatment of
any such holder as the result of any transaction affecting the securities
subject to the Plan or as is required or authorized under the terms of any
applicable agreement relating to the award of the right to purchase Common
Shares.

(c) The existence of the Plan and the right to purchase shares
granted hereunder shall not affect or restrict in any way the right or
power of the Board of Trustees or the shareholders of the REIT to make or
authorize any adjustment, recapitalization, reorganization or other capital
structure of its business, any merger or consolidation of the REIT, any
issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Shares or the rights thereof, the dissolution or
liquidation of the REIT or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding.

3.5 TAX WITHHOLDING. All benefits under the Plan are subject to
withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of
the applicable withholding obligations. The Committee, in its discretion,
and subject to such requirements as the Committee may impose prior to the
occurrence of such withholding, may permit such withholding obligations to
be satisfied through cash payment by the Participant, through the surrender
of Common Shares which the Participant already owns, or through the
surrender of Common Shares to which the Participant is otherwise entitled
under the Plan.

3.6 TRANSFERABILITY. The award of the right to purchase Common
Shares under the Plan is not transferable except as designated by the
Participant by will or by the laws of descent and distribution.

3.7 FORM AND TIME OF ELECTIONS. Unless otherwise specified herein,
each election required or permitted to be made by any Participant or other
person entitled to benefits under the Plan, and any permitted modification,
or revocation thereof, shall be in writing filed with the Committee at such
times, in such form, and subject to such restrictions and limitations, not
inconsistent with the terms of the Plan, as the Committee shall require.

3.8 AGREEMENT WITH REIT. An award of the right to purchase Common
Shares under the Plan shall be subject to such terms and conditions, not
inconsistent with the Plan, as the Committee shall, in its sole discretion,
prescribe. The terms and conditions of any award of the right to purchase
Common Shares to any Participant shall be reflected in such form of written
document as is determined by the Committee. A copy of such document shall
be provided to the Participant, and the Committee may, but need not require
that the Participant sign a copy of such document.

3.9 ACTION BY REIT OR AFFILIATED COMPANY. Any action required or
permitted to be taken by the REIT or any Affiliated Company shall be by
resolution of its board of trustees, or by action of one or more members of
the board (including a committee of the board) who are duly authorized to
act for the board, or (except to the extent prohibited by applicable law or
applicable rules of any stock exchange) by a duly authorized officer of
such company.

3.10 GENDER AND NUMBER. Where the context admits, words in any
gender shall include any other gender, words in the singular shall include
the plural and the plural shall include the singular.

3.11 LIMITATION OF IMPLIED RIGHTS. The Plan does not constitute a
contract of employment, and selection as a Participant will not give any
participating individual the right to be retained in the employ of the REIT
or any Affiliated Company, nor any right or claim to any benefit under the
Plan, unless such right or claim has specifically accrued under the terms
of the Plan. Except as otherwise provided in the Plan, no award of the
right to purchase Common Shares under the Plan shall confer upon the holder
thereof any rights as a shareholder of the REIT prior to the date on which
the individual fulfills all conditions for receipt of such rights and
purchase such Common Shares.

3.12 EVIDENCE. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person
acting on it considers pertinent and reliable, and signed, made or
presented by the proper party or parties.

SECTION 4
---------

COMMITTEE
---------

4.1 SELECTION OF COMMITTEE. The Committee shall be selected by the
Board, and shall consist of not less than two members of the Board.

4.2 POWERS OF COMMITTEE. The Committee shall have the authority to
control and manage the operation and administration of the Plan. The
Committee's administration of the Plan shall be subject to the following:

(a) Subject to the provisions of the Plan, the Committee will have
the authority and discretion to select from among the Eligible Persons
those persons who shall receive awards to purchase Common Shares, and to
establish the terms, conditions, restrictions and other provisions
applicable to the right to purchase shares under the Plan, including
determining the time or times of receipt, determining the number of shares
which may be purchased by a Participant, and (subject to the restrictions
imposed by Section 5) canceling or suspending the right to purchase shares.

(b) The Committee will have the authority and discretion to
interpret the Plan, to establish, amend, and rescind any rules and
regulations relating to the Plan, to determine the terms and provisions of
any agreement made pursuant to the Plan, and to make all other
determinations that may be necessary or advisable for the administration of
the Plan.

(c) Any interpretation of the Plan by the Committee and any
decision made by it under the Plan is final and binding on all persons.

(d) In controlling and managing the operation and administration of
the Plan, the Committee shall take action in a manner that conforms to
declaration of trust and by-laws of the REIT, and applicable state
corporate law.

4.3 DELEGATION BY COMMITTEE. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee
may allocate all or any portion of its responsibilities and powers to any
one or more of its members and may delegate all or any part of its
responsibilities and powers to any person or persons selected by it. Any
such allocation or delegation may be revoked by the Committee at any time.

4.4 INFORMATION TO BE FURNISHED TO COMMITTEE. The REIT and
Affiliated Companies shall furnish the Committee with such data and
information as it determines may be required for it to discharge its
duties. The records of the REIT and Affiliated Companies as to an
employee's or Participant's employment, termination of employment, leave of
absence, reemployment and compensation shall be conclusive on all persons
unless determined to be incorrect. Participants and other persons entitled
to benefits under the Plan must furnish the Committee such evidence, data
or information as the Committee considers desirable to carry out the terms
of the Plan.

4.5 LIABILITY AND INDEMNIFICATION OF COMMITTEE. No member or
authorized delegate of the Committee shall be liable to any person for any
action taken or omitted in connection with the administration of the Plan
unless attributable to his own fraud or willful misconduct; nor shall the
REIT be liable to any person for any such action unless attributable to
fraud or willful misconduct on the part of a Trustee or employee of the
REIT. The Committee, the individual members thereof, and persons acting as
the authorized delegates of the Committee under the Plan, shall be
indemnified by the REIT, to the fullest extent permitted by law, against
any and all liabilities, losses, costs and expenses (including legal fees
and expenses) of whatsoever kind and nature which may be imposed on,
incurred by or asserted against the Committee or its members or authorized
delegates by reason of the performance of a Committee function if the
Committee or its members or authorized delegates did not act honestly or in
willful violation of the law or regulation under which such liability,
loss, cost or expense arises. This indemnification shall not duplicate but
may supplement any coverage available under any applicable insurance.

SECTION 5
---------

AMENDMENT AND TERMINATION
-------------------------

The Board may, at any time, amend or terminate the Plan, provided
that no amendment or termination may, in the absence of written consent to
the change by the affected Participant (or, if the Participant is not then
living, the affected beneficiary), adversely affect the rights of any
Participant or beneficiary under any award to purchase shares granted under
the Plan prior to the date such amendment is adopted by the Board.

SECTION 6
---------

DEFINED TERMS
-------------

In addition to the other definitions contained herein, the following
definitions shall apply:

(a) BOARD. The term "Board" shall mean the Board of Trustees of
the REIT.

(b) COMMON SHARE. The term "Common Share" shall mean a common
share of beneficial interest, $0.01 per value per share, of the REIT.

(c) ELIGIBLE PERSON. The term "Eligible Person" shall mean any
employee of an Affiliated Company or any person providing or that has
provided services to an Affiliated Company. An award of the right to
purchase Common Shares may be granted to an individual, in connection with
hiring, retention or otherwise, prior to the date the individual first
performs services for the Affiliated Company, provided that such right to
purchase shares shall not become vested prior to the date the individual
first performs such services.

(d) EXCHANGE ACT. The term "Exchange Act" means the Securities
Exchange Act of 1934, as from time to time amended.

(e) FAIR MARKET VALUE. The "Fair Market Value" of a Common Share
shall be determined as follows:

If the Common Shares are listed or admitted to trading on a
securities exchange registered under the Exchange Act, the Fair Market
Value of a Common Share is the average of the high and low price of the
Common Shares for the day immediately preceding the date as of which Fair
Market Value is being determined (or if there was no reported sale on such
date, on the last preceding date on which any reported sale occurred)
reported on the principal securities exchange on which the Common Shares
are listed or admitted to trading. If the Common Shares are not listed or
admitted to trading on any such exchange but are listed a s a national
market security on the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ"), traded in the over-the-counter
market or listed or traded on any similar system then in use, the Fair
Market Value of a Common Share shall be the average of the high and low
sales price for the day immediately preceding the date as of which the Fair
Market Value is being determined (or if there was no reported sale on such
date, on the last preceding date on which any reported sale occurred)
reported on such system. If the Common Shares are not listed or admitted
to trading on any such exchange, are not listed as a national market
security on NASDAQ and are not traded in the over-the-counter market or
listed or traded on any similar system then in use, but are quoted on
NASDAQ or any similar system then in use, the Fair Market Value of a Common
Share shall be the average of the closing high bid and low asked quotations
on such system for the Common Shares on the date in question. In all other
cases, Fair Market Value for purposes of the Plan shall be determined by
the REIT Committee in its sole discretion using appropriate criteria.

EXHIBIT C
- ---------

AMLI RESIDENTIAL PROPERTIES
2002 TRUSTEE SHARE COMPENSATION PLAN
------------------------------------

SECTION 1
---------

GENERAL
-------

1.1. PURPOSE. The Amli Residential Properties 2002 Trustee Share
Compensation Plan (the "Plan") has been established by Amli Residential
Properties Trust (the "REIT") to promote the interests of the REIT and its
shareholders by enhancing the REIT's ability to attract and retain the
services of experienced and knowledgeable Trustees and by encouraging such
Trustees to acquire an increased proprietary interest in the REIT.

1.2. OPERATION AND ADMINISTRATION. The operation and administration
of the Plan shall be subject to the provisions of Section 3. Capitalized
terms in the Plan shall be defined as set forth in Section 6 or elsewhere
in the Plan.

SECTION 2
---------

RETAINER AWARDS
---------------

2.1. GENERAL.

(a) For each Plan Year, each Trustee who is an Eligible Trustee on
the first day of that Plan Year shall be granted an "Eligible Trustee
Retainer Award" for the year, which shall be in the form of Common Shares
having a Fair Market Value in an amount (not in excess of $24,000) to be
determined by the Board of Trustees with respect to the individual Eligible
Trustee for that Plan Year, subject to the limitations of subsection 3.2.

(b) Except as otherwise provided in this subsection 2.1, the
Eligible Trustee Retainer Award for any Plan Year shall be made as of the
first business day of that Plan Year (the "Award Date" for that Eligible
Trustee Retainer Award) or, in the sole discretion of the Board of
Trustees, quarterly in equal installments commencing as of the first
business day of that Plan Year and every three months thereafter (with each
such date being an "Award Date"), and the Fair Market Value of the Common
Shares so awarded shall be determined as of that date.

(c) If a Trustee becomes an Eligible Trustee during a Plan Year, on
a date other than the first day of the Plan Year, he shall be granted an
Eligible Trustee Retainer Award for the year, which shall be in the form of
Common Shares having a Fair Market Value equal to an amount (not in excess
of $24,000) to be determined by the Board of Trustees with respect to the
individual, subject to a pro-rata reduction to reflect the portion of the
Plan Year prior to the date on which he becomes an Eligible Trustee. An
Eligible Trustee's Retainer Award under this paragraph (e) shall be made on
the first business day on which he is an Eligible Trustee (the "Award Date"
for that Eligible Trustee Retainer Award), and the Fair Market Value of the
Common Shares so awarded shall be determined as of that date.

(d) The Common Shares awarded under this subsection 2.1 shall be
immediately vested and nonforfeitable on the date awarded to the
Participant in accordance with this subsection 2.1. Notwithstanding the
foregoing, the Common Shares awarded to an Eligible Trustee who has not
previously performed services for the REIT shall become vested and
nonforfeitable on the 90-day anniversary of the Award Date, provided that
the individual to whom the Common Shares were awarded continues to be an
Eligible Trustee on such date.

2.2. FRACTIONAL SHARES. If the Eligible Trustee Retainer Award that
would otherwise be made to a Participant as of any Award Date under
paragraph 2.1 is not a whole number, then the number of shares otherwise
awardable shall be reduced to the next lowest whole number and, instead,
the Fair Market Value (determined as of the Award Date) of the shares
subject to the reduction shall be paid to the Participant in cash as soon
as practicable after the Award Date.

SECTION 3
---------

OPERATION AND ADMINISTRATION
----------------------------

3.1. EFFECTIVE DATE. Subject to the approval of the shareholders of
the REIT at the REIT's 2002 annual meeting of its shareholders, the Plan
shall be effective as of the Effective Date; provided, however, that to the
extent that Awards are made under the Plan prior to its approval by
shareholders, they shall be contingent on approval of the Plan by the
shareholders of the REIT. The Plan shall be unlimited in duration.

3.2. SHARES SUBJECT TO PLAN. The Common Shares with respect to
which Awards may be made under the Plan shall be shares currently
authorized but unissued shares, or shares currently held or subsequently
acquired by the REIT, including shares purchased in the open market, in
private transactions or otherwise. Subject to the provisions of subsection
3.4, the number of Common Shares which may be issued with respect to Awards
under the Plan shall not exceed 30,000 shares in the aggregate. Except as
otherwise provided herein, any Common Shares subject to an Award which for
any reason expires or is terminated without issuance of Common Shares
(whether or not cash or other consideration is paid to a Participant in
respect of such shares) shall again be available for issuance under the
Plan.

3.3. FRACTIONAL SHARES. No fractional Common Shares shall be
distributed under the Plan and, instead, the Fair Market Value of such
fractional share shall be distributed in cash, with the Fair Market Value
determined as of the date the fractional share would otherwise have been
distributable.

3.4. ADJUSTMENTS TO SHARES.

(a) In the event of any change in the outstanding Common Shares by
reason of a stock dividend or split, recapitalization, merger or
consolidation (whether or not the REIT is a surviving corporation),
reorganization, combination or exchange of shares or other similar
corporate changes or an extraordinary dividend paid in cash or property,
the number of Common Shares (or other securities) then remaining subject to
this Plan, and the maximum number of shares that may be issued to anyone
pursuant to this Plan, including those that are then covered by outstanding
Awards, shall (i) in the event of an increase in the number of outstanding
shares, be proportionately increased and the price for each share then
covered by an outstanding Award shall be proportionately reduced, and (ii)
in the event of a reduction in the number of outstanding shares, be
proportionately reduced and the price for each share then covered by an
outstanding Award shall be proportionately increased.

(b) In the event the adjustments described in clauses (i) and (ii)
of paragraph (a) of this subsection 3.4 are inadequate to ensure equitable
treatment of any Award holder, then, to the extent permissible under
applicable law, the Committee shall make any further adjustments as it
deems necessary to ensure equitable treatment of any holder of an Award as
the result of any transaction affecting the securities subject to the Plan
or as is required or authorized under the terms of any applicable Award
Agreement.

(c) The existence of the Plan and the Awards granted hereunder
shall not affect or restrict in any way the right or power of the Board of
Trustees or the shareholders of the REIT to make or authorize any
adjustment, recapitalization, reorganization or other capital structure of
its business, any merger or consolidation of the REIT, any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the
Common Shares or the rights thereof, the dissolution or liquidation of the
REIT or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding.

3.5. LIMIT ON DISTRIBUTION. Distribution of Common Shares or other
amounts under the Plan shall be subject to the following:

(a) Notwithstanding any other provision of the Plan, the REIT shall
have no liability to issue any Common Shares under the Plan or make any
other distribution of benefits under the Plan unless such delivery or
distribution would comply with all applicable laws and the applicable
requirements of any securities exchange or similar entity.

(b) The Committee shall add such conditions and limitations to any
Award to any Participant who is subject to Section 16(a) and 16(b) of the
Securities Exchange Act of 1934, as is necessary to comply with Section
16(a) or 16(b) and the rules and regulations thereunder or to obtain any
exemption therefrom.

(c) To the extent that the Plan provides for issuance of
certificates to reflect the transfer of Common Shares, the transfer of such
shares may, at the direction of the Committee, be effected on a non-
certificated basis, to the extent not prohibited by the provisions of Rule
16b-3, applicable local law, the applicable rules of any stock exchange, or
any other applicable rules.

3.6. DISTRIBUTIONS TO DISABLED PERSONS. Notwithstanding any other
provision of the Plan, if, in the Committee's opinion, a Participant or
other person entitled to benefits under the Plan is under a legal
disability or is in any way incapacitated so as to be unable to manage his
financial affairs, the Committee may direct that payment be made to a
relative or friend of such person for his benefit until claim is made by a
conservator or other person legally charged with the care of his person or
his estate, and such payment or distribution shall be in lieu of any such
payment to such Participant or other person. Thereafter, any benefits
under the Plan to which such Participant or other person is entitled shall
be paid to such conservator or other person legally charged with the care
of his person or his estate.

3.7. ADMINISTRATION. The authority to control and manage the
operation and administration of the Plan shall be vested in a committee
(the "Committee") in accordance with Section 5.

3.8. FORM AND TIME OF ELECTIONS. Any election required or permitted
under the Plan shall be in writing, and shall be deemed to be filed when
delivered to the Secretary of the REIT.

3.9. AGREEMENT WITH REIT. Each Award of Common Shares granted under
Section 2 shall be evidenced by a written document in such form as is
determined by the Committee.

3.10. EVIDENCE. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person
acting on it considers pertinent and reliable, and signed, made or
presented by the proper party or parties.

3.11. ACTION BY REIT. Any action required or permitted to be taken
by the REIT shall be by resolution of the Board, or by action of one or
more members of the Board (including a committee of the Board) who are duly
authorized to act for the board, by a duly authorized officer of the Board,
or (except to the extent prohibited by the provisions of Rule 16b-3,
applicable local law, the applicable rules of any stock exchange, or any
other applicable rules) by a duly authorized officer of the REIT.

3.12. GENDER AND NUMBER. Where the context admits, words in any
gender shall include any other gender, words in the singular shall include
the plural and the plural shall include the singular.

SECTION 4
---------

COMMITTEE
---------

4.1. SELECTION OF COMMITTEE. The Committee shall be selected by the
Board, and shall consist of not less than two members of the Board.

4.2. POWERS OF COMMITTEE. The authority to manage and control the
operation and administration of the Plan shall be vested in the Committee.
The Committee will have the authority to establish, amend, and rescind any
rules and regulations relating to the Plan, to determine the terms and
provisions of any agreements made pursuant to the Plan, and to make all
other determinations that may be necessary or advisable for the
administration of the Plan.

4.3. INFORMATION TO BE FURNISHED TO COMMITTEE. The REIT shall
furnish the Committee with such data and information as may be required for
it to discharge its duties. The records of the REIT as to the period of a
Trustee's service shall be conclusive on all persons unless determined to
be incorrect. Participants and other persons entitled to benefits under
the Plan must furnish the Committee such evidence, data or information as
the Committee considers desirable to carry out the terms of the Plan.

4.4. LIABILITY AND INDEMNIFICATION OF COMMITTEE. No member or
authorized delegate of the Committee shall be liable to any person for any
action taken or omitted in connection with the administration of the Plan
unless attributable to his own fraud or willful misconduct; nor shall the
REIT be liable to any person for any such action unless attributable to
fraud or willful misconduct on the part of a Trustee or employee of the
REIT. The Committee, the individual members thereof, and persons acting as
the authorized delegates of the Committee under the Plan, shall be
indemnified by the REIT, to the fullest extent permitted by law, against
any and all liabilities, losses, costs and expenses (including legal fees
and expenses) of whatsoever kind and nature which may be imposed on,
incurred by or asserted against the Committee or its members or authorized
delegates by reason of the performance of a Committee function if the
Committee or its members or authorized delegates did not act dishonestly or
in willful violation of the law or regulation under which such liability,
loss, cost or expense arises. This indemnification shall not duplicate but
may supplement any coverage available under any applicable insurance.

SECTION 5
---------

AMENDMENT AND TERMINATION
-------------------------

The Board may, at any time, amend or terminate the Plan, provided
that, subject to subsection 3.4 (relating to certain adjustments to
shares), no amendment or termination may adversely affect the rights of any
Participant or beneficiary under any Award made under the Plan prior to the
date such amendment is adopted by the Board. Notwithstanding the
provisions of this Section 5, in no event shall the provisions of the Plan
relating to Awards under the Plan be amended more than once every six
months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act, or the rules thereunder; provided, however,
that the limitation set forth in this sentence shall be applied only to the
extent required under SEC Rule 16b-3(c)(2)(ii)(B) or any successor
provision thereof.

SECTION 6
---------

DEFINED TERMS
-------------

For purposes of the Plan, the terms listed below shall be defined as
follows:

(a) AWARD. The term "Award" shall mean the Eligible Trustee
Retainer Award granted to any person under the Plan.

(b) BOARD. The term "Board" shall mean the Board of Trustees of
the REIT.

(c) COMMON SHARES. The term "Common Shares" shall mean common
shares of beneficial interest, $0.01 per value per share, of the REIT.

(d) EFFECTIVE DATE. The "Effective Date" means the date on which
Trustees begin their yearly term of office on the Board following their
election at the REIT's 2002 annual shareholders meeting.

(e) EXCHANGE ACT. The term "Exchange Act" means the Securities
Exchange Act of 1934, as from time to time amended.

(f) FAIR MARKET VALUE. The "Fair Market Value" of a share of
Common Shares shall be determined as follows: If the shares are listed or
admitted to trading on a securities exchange registered under the Exchange
Act, the Fair Market Value of a share is the average of the high and low
price of the shares for the day immediately preceding the date as of which
Fair Market Value is being determined (or if there was no reported sale on
such date, on the last preceding date on which any reported sale occurred)
reported on the principal securities exchange on which the shares are
listed or admitted to trading. If the shares are not listed or admitted to
trading on any such exchange but are listed as a national market security
on the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ"), traded in the over-the-counter market or
listed or traded on any similar system then in use, the Fair Market Value
of a share shall be the average of the high and low sales price for the day
immediately preceding the date as of which the Fair Market Value is being
determined (or if there was no reported sale on such date, on the last
preceding date on which any reported sale occurred) reported on such
system. If the shares are not listed or admitted to trading on any such
exchange, are not listed as a national market security on NASDAQ and are
not traded in the over-the-counter market or listed or traded on any
similar system then in use, but are quoted on NASDAQ or any similar system

then in use, the Fair Market Value of a share shall be the average of the
closing high bid and low asked quotations on such system for the shares on
the date in question. In all other cases, Fair Market Value for purposes
of the Plan shall be determined by the Committee in its sole discretion
using appropriate criteria.

(g) ELIGIBLE TRUSTEE. The term "Eligible Trustee" means a member
of the Board of Trustees of the REIT who is not an employee of the REIT.

(h) PARTICIPANT. A "Participant" is any person who has received an
Award under the Plan.

(i) PLAN YEAR. The term "Plan Year" means the period (i) beginning
on the date on which members of the Board begin their yearly term as Board
members following the election of Trustees at the REIT's annual
shareholders meeting and (ii) ending on the day immediately prior the first
day of the following Plan Year. The first Plan Year shall begin on the
Effective Date.

(j) SEC. "SEC" shall mean the Securities and Exchange Commission.

(k) TRUSTEE. The term "Trustee" means a member of the Board.