0001157523-11-001108 Sample Contracts

FORM OF INDEMNITY AGREEMENT BETWEEN THE COMPANY AND EACH OF ITS DIRECTORS
Indemnification Agreement • February 23rd, 2011 • Avalonbay Communities Inc • Real estate investment trusts • Maryland

[The Company has entered into an Indemnity Agreement with each of its Directors in substantially the following form as of the following dates: Bryce Blair-November 29, 2001; Bruce A. Choate-October 30, 1998; John J. Healy, Jr.-October 30, 1998; Gilbert M. Meyer-October 30, 1998; Charles D. Peebler, Jr.-November 29, 2001; Lance R. Primis-October 30, 1998; Allan D. Schuster-October 30, 1998; Amy P. Williams-November 29, 2001; Timothy J. Naughton-November 7, 2005; and H. Jay Sarles-November 7, 2005.]

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AVALONBAY VALUE ADDED FUND, L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • February 23rd, 2011 • 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 Agreement • February 23rd, 2011 • 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).]

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