0001193125-05-051417 Sample Contracts

BRE PROPERTIES, INC NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 16th, 2005 • Bre Properties Inc /Md/ • Real estate investment trusts

THIS AGREEMENT, dated as of , (“Grant Date”), by and between BRE Properties, Inc., a Maryland Corporation (“Company”), and (“Director”), is entered into as follows:

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BRE PROPERTIES, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • March 16th, 2005 • Bre Properties Inc /Md/ • Real estate investment trusts

THIS STOCK OPTION (“Option” or “Option Agreement”) is granted by BRE Properties, Inc., a Maryland corporation (the “Company”), to the Employee (“Optionee”) as of the date of grant indicated on the Summary of Stock Option Grant available from the Benefit Access website.

BRE PROPERTIES, INC PERFORMANCE STOCK AWARD AGREEMENT
Performance Stock Award Agreement • March 16th, 2005 • Bre Properties Inc /Md/ • Real estate investment trusts

THIS AGREEMENT, dated as of , 2004 (“Grant Date”), by and between BRE Properties, Inc., a Maryland Corporation (“Company”), and (“Employee”), is entered into as follows:

BRE PROPERTIES, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Non-Employee Director Stock Option Plan • March 16th, 2005 • Bre Properties Inc /Md/ • Real estate investment trusts

THIS NON-QUALIFIED OPTION (“Option” or “Option Agreement”) is granted by BRE Properties, Inc., a Maryland corporation (the “Company”), to the Non Employee Director (“Optionee”) as of the day of grant indicated on the Summary of Stock Option Grant available from the Benefit Access website.

AMENDMENT TO EXECUTIVE TRANSITION AGREEMENT
Executive Transition Agreement • March 16th, 2005 • Bre Properties Inc /Md/ • Real estate investment trusts • California

This Amendment to the Executive Transition Agreement (“the Agreement”) between Frank McDowell (“Executive”), and BRE Properties, Inc., (the “Company”), is entered into as of December 13, 2004 (“the Amendment”).

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