AMLI RESIDENTIAL PROPERTIES TRUST
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>6
<FILENAME>exh_102.txt
<TEXT>
EXHIBIT 10.2
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                          FIFTH 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; and

           WHEREAS, the members of the Board of Trustees of the Trust now
consider it desirable to amend the Option Plan;

           NOW, THEREFORE, IT IS RESOLVED, that the Option Plan shall be,
and it hereby is, amended, effective April 28, 2003, by substituting the
following for Section 6.7(a) of the Option Plan:

           "(a)  Options granted under the Plan shall be exercised by the
     Optionee (or by his executors, administrators, guardian or legal
     representative) as to all or any portion of the Shares or Units then
     exercisable under such Option, by giving the written notice described
     in paragraph (i) below to the Committee administering such Option
     (the REIT Committee, in the case of Options awarded under Section
     6.2) or its designee on or before the date such portion of the Option
     becomes unexercisable under the Plan or the terms of the applicable
     Option Agreement, and by making payment as provided in paragraph (ii)
     below within 3 business days after delivery of the notice:

                 (i)  A written notice of exercise, in a form complying
           with any rules the applicable Committee may issue, that is
           signed by the Optionee and that specifies the number of Shares
           or Units to be purchased; and

                 (ii) Payment to the Employer of the full purchase price
           for the Shares or Units being purchased made in cash, by wire
           transfer or by bank check; or by tendering, by either actual
           delivery of Shares or by attestation, Shares acceptable to the
           Committee, and valued at Fair Market Value as of the day of
           exercise, or in any combination thereof, as determined by the
           Committee.

     In no event may any Option be exercised for a fraction of a Share or
Unit."

</TEXT>
</DOCUMENT>
