0001035704-04-000792 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • December 22nd, 2004 • Apartment Investment & Management Co • Real estate investment trusts • New York

We (the “Managers”) are acting on behalf of the underwriter or underwriters (including ourselves) named below (such underwriter or underwriters being herein called the “Underwriters”), and we understand that Apartment Investment and Management Company, a Maryland corporation (the “Company”), proposes to issue and sell to the Underwriters 3,000,000 shares of its Class Y Cumulative Preferred Stock (the “Initial Equity Securities”). The Company also proposes to issue and sell to the Underwriters not more than 450,000 additional shares of its Class Y Cumulative Preferred Stock (the “Equity Optional Securities,” and together with the Initial Equity Securities, the “Equity Securities”)

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