0000950133-05-001991 Sample Contracts

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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • May 6th, 2005 • Avalonbay Communities Inc • Real estate investment trusts • Delaware
ENDORSEMENT SPLIT DOLLAR AGREEMENTS AND AMENDMENTS THERETO WITH MESSRS. BLAIR, NAUGHTON, SARGEANT, FULLER, HOREY AND MEYER
Endorsement Split Dollar Life Insurance Agreement • May 6th, 2005 • Avalonbay Communities Inc • Real estate investment trusts

[Form of individual Endorsement Split Dollar Agreements between the Company and Bryce Blair (dated January 16, 2003 for $2,500,000), Timothy J. Naughton (dated January 28, 2003 for $1,500,000), Thomas J. Sargeant (dated January 21, 2003 for $1,500,000), Samuel B. Fuller (dated January 23, 2003 for $1,500,000), Leo S. Horey (dated February 19, 2003 for $750,000), and Gilbert M. Meyer (February 5, 2003 for $2,500,000).]

April 6, 2005
Employment Agreement • May 6th, 2005 • Avalonbay Communities Inc • Real estate investment trusts • Maryland

Reference is made to your Employment Agreement dated December 31, 2001 (the “Employment Agreement”) between you and AvalonBay Communities, Inc. (the “Company,” a term which for purposes of this Agreement includes its related or affiliated entities). This letter agreement (this “Separation Agreement”) sets forth the terms under which your employment with the Company will terminate and the Employment Agreement will be terminated (except for certain provisions, which will survive as described below).

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