ALEXANDRIA REAL ESTATE EQUITIES, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS

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ALEXANDRIA REAL ESTATE EQUITIES, INC.

DEFERRED COMPENSATION PLAN

FOR DIRECTORS

1.                                     INTRODUCTION AND PURPOSE

This Plan was originally adopted by the Company effective as of January 1, 2002.  The Plan was amended and restated effective as of January 1, 2005.

The purpose of the Plan is to provide supplemental retirement (and related tax) benefits to Non-Employee Directors of Alexandria Real Estate Equities, Inc.  The Plan is intended to be administered in compliance with Section 409A of the Code with respect to all Section 409A Non-Grandfathered Amounts, and the provisions of the Plan regarding Section 409A Grandfathered Amounts are intended to be administered so as not to subject such amounts to Section 409A of the Code.

2.                                     DEFINITIONS

2.1                             “Annual Retainer” means the annual fees payable to a Non-Employee Director in arrears on the last day of each calendar quarter for his or her service as a Director, but shall exclude expense reimbursements, all Meeting Fees, and any remuneration or other payments paid to the Non-Employee Director for services or otherwise in any capacity other than as a Non-Employee Director.

2.2                             “Beneficiary” means the person or persons so designated by a Participant in accordance with Section 8 hereof.

2.3                             “Board” means the Board of Directors of Alexandria Real Estate Equities, Inc.

2.4                             “Cause” means the following:

(a)                               The Participant’s (i) material breach, repudiation or failure to comply with or perform any of the Participant’s duties or any of the Company’s policies or procedures (including, without limitation, any such policies or procedures relating to conflicts of interest or standard business conduct) or (ii) deliberate interference with the compliance by any other member of the Board or any employee of the Company with any of the foregoing;

(b)                               The conviction of the Participant for, or pleading by the Participant of no contest or a guilty plea (or similar plea) to, fraud, embezzlement, misappropriation of assets, malicious mischief, or any felony, other than a crime for which vicarious liability is imposed upon the Participant solely by reason of the Participant’s position with the Company and not by reason of the Participant’s conduct; or

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(c)                                Any other act, omission, event or condition constituting cause for the discharge of any employee or other service provider under applicable law.

2.5                             “Change of Control” means the occurrence of any of the following events:

(a)                               Any Person (as such term is used in section 3(a)(9) of the Exchange Act, as modified and used in sections 13(d) and 14(d) thereof, except that such term shall not include (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) becomes the Beneficial Owner, as such term is defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities; or

(b)                               The following individuals cease for any reason to constitute a majority of the number of directors then serving:  individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(c)                                There is consummated a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation, continue to own, in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least seventy-five percent (75%) of the combined voting power of the securities of the Company (or the surviving entity or any parent thereof) outstanding immediately after such merger or consolidation in substantially the same proportions as their ownership of the Company immediately prior to such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities; or

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(d)                               The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least seventy-five (75%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

2.6                             “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations and other applicable guidance promulgated thereunder.

2.7                             “Company” means Alexandria Real Estate Equities, Inc.

2.8                             “Compensation” means the Annual Retainer and Meeting Fees paid to a Non-Employee Director by the Company in connection with his or her service as a Director of the Company.

2.9                             “Deferred Compensation” means the amount of Compensation that a Participant elects to defer, any Restricted Stock Award that a Participant elects to forego and any Tax Gross-Up Payment that a Participant elects to defer pursuant to his or her Election.

2.10                     “Disability” (i) prior to May 22, 2008, means the inability of a Participant to work by reason of disability for one hundred eighty (180) days during any three hundred sixty-five (365) day period, and (ii) on and after May 22, 2008, has the meaning set forth in Section 2.10 of the Incentive Plan, or any successor provision.

2.11                     “Effective Date” means January 1, 2002.

2.12                     “Election” means the election of a Participant pursuant to the terms of the Plan to defer Compensation, forego a Restricted Stock Award or defer a Tax Gross-Up Payment, which election shall be made on such form or forms as the Company may prescribe from time to time.

2.13                     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.14                     “Incentive Plan” means the Alexandria Real Estate Equities, Inc. Amended and Restated 1997 Stock Award and Incentive Plan, and any successor plan thereto.

2.15                     “Market Value” means the closing sales price per share of Stock on the national securities exchange on which the Stock is principally traded on the date upon which such Market Value is to be determined for the purpose of crediting a Participant’s Phantom Stock Unit Account or making a distribution to a Participant therefrom.

2.16                     “Meeting Fee” means any meeting attendance fee paid to a Non-Employee Director for his or her attendance at a meeting of the Board, but shall exclude expense reimbursements, the Annual Retainer and any remuneration or other payments paid to the

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Non- Employee Director for services or otherwise in any capacity other than as a Non-Employee Director.

2.17                     “Non-Employee Director” means a member of the Board who is not currently an employee or officer of the Company.

2.18                     “Nonrestricted Units” has the meaning set forth in Section 5.4.

2.19                     “Participant” means each Non-Employee Director who elects to participate in the Plan.

2.20                     “Phantom Stock Unit” means a single unit of value granted under the Plan, which when redeemed shall be a right to receive a share of Stock from the Company.

2.21                     “Phantom Stock Unit Account” means an account maintained by the Company on its books for a Participant, to which shall be credited the Participant’s Deferred Compensation, which credited amounts shall be recorded as Phantom Stock Units and thus treated as if they had been used to purchase shares of Stock of the Company on the date on which the Participant’s Deferred Compensation is credited to such account, as adjusted for dividends, cash distributions, stock splits and similar adjustments determined under Section 5 and reduced by any distributions under the Plan made to a Participant or Beneficiary.

2.22                     “Plan” means this Deferred Compensation Plan for Directors.

2.23                     “Plan Year” means the calendar year.

2.24                     “Restricted Period” has the meaning set forth in Section 5.5(a).

2.25                     “Restricted Stock Award” means an award of shares of Stock pursuant to Section 6.4 of the Incentive Plan as in effect on the Effective Date, or any successor provision.

2.26                     “Restricted Unit” has the meaning set forth in Section 5.4.

2.27                     “Retirement” has the meaning set forth in Section 2.21 of the Incentive Plan, or any successor provision.

2.28                     “Section 409A Grandfathered Amount”  means any Deferred Compensation that was credited to a Participant’s Phantom Stock Unit Account under the Plan prior to January 1, 2005, plus any amounts credited to such Phantom Stock Unit Account with respect to such Deferred Compensation pursuant to Section 5.4(a).

2.29                     “Section 409A Non-Grandfathered Amount”  means any Deferred Compensation that was credited to a Participant’s Phantom Stock Unit Account under the Plan on or after January 1, 2005, plus any amounts credited to such Phantom Stock Unit Account with respect to such Deferred Compensation pursuant to Section 5.4(a).

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2.30                     “Stock” means common stock, par value $.01 per share, of the Company.

2.31                     “Tax Gross-Up Payment”  means a cash amount approved by the Company as a tax gross-up payment in respect of a Restricted Stock Award.

2.32                     “Unforeseeable Emergency” has the meaning set forth in Section 6.5.

2.33                     “Vesting Commencement Date” has the meaning set forth in Section 5.5(b).

3.                                     PARTICIPATION IN THE PLAN

Eligibility for participation in the Plan shall be limited to Non-Employee Directors.

4.             DEFERRED COMPENSATION ELECTIONS; ELECTION TO FOREGO RESTRICTED STOCK AWARD

4.1                             Election to Defer Annual Retainer and Meeting Fees.

(a)                               Prior to the beginning of each Plan Year, each Non-Employee Director may elect to defer one hundred percent (100%) of his or her Annual Retainer and/or Meeting Fees payable with respect to such Plan Year.  The amount of Annual Retainer and/or Meeting Fees deferred shall be subject to the provisions of Section 4.1(c).  In order to defer his or her Annual Retainer and/or Meeting Fees, a Non-Employee Director must complete and return an executed Election to the Company prior to the time announced by the Company, which in any event shall be prior to the beginning of the Plan Year to which such Election relates.  Notwithstanding the foregoing, with respect to each Plan Year, if a Non-Employee Director first becomes eligible to participate in the Plan during such Plan Year, such Election shall be filed within thirty (30) days following the date on which the Non-Employee Director is first eligible to participate and shall apply to Annual Retainer and/or Meeting Fees payable in respect of services to be rendered during the portion of such Plan Year following such Election.

(b)                               A Non-Employee Director’s Election to defer his or her Annual Retainer and/or Meeting Fees for a Plan Year shall apply only for such Plan Year and shall be irrevocable; provided, however, that a Non-Employee Director may (i) cancel such Election due to an Unforeseeable Emergency (as defined in Section 6.5) or a hardship distribution pursuant to Section 1.401(k)-1(d)(3) of the Treasury Regulations or (ii) amend such Election in accordance with Section 6.2(b).  In order to defer his or her Annual Retainer and/or Meeting Fees for a subsequent Plan Year, a Non-Employee Director must make a new Election in accordance with Section 4.1(a).

(c)                                The amount of Annual Retainer and/or Meeting Fees deferred shall be withheld and deducted from the Participant’s Compensation without reduction for any income or employment tax withholding (except to the extent required by law) and shall be credited to a Phantom Stock Unit Account for the Participant as provided in Sections 5.3 and 5.4.

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4.2                             Election to Forego Restricted Stock Award.

(a)                               Prior to the beginning of each Plan Year, each Non-Employee Director may elect to forgo his or her right to receive Restricted Stock Award(s) that may be granted in such Plan Year.  In order to elect to forego a Restricted Stock Award, a Non-Employee Director must complete and return an executed Election to the Company prior to the time announced by the Company, which in any event shall be prior to the beginning of the Plan Year to which such Election relates.  Notwithstanding the foregoing, with respect to each Plan Year, if a Non-Employee Director first becomes eligible to participate in the Plan during such Plan Year, such Election shall be filed within thirty (30) days following the date on which the Non-Employee Director is first eligible to participate and shall apply to Restricted Stock Award(s) that may be granted during the portion of such Plan Year following such Election.

(b)                               A Non-Employee Director’s Election to forego a Restricted Stock Award for a Plan Year shall apply only for such Plan Year and shall be irrevocable; provided, however, that a Non-Employee Director may (i) cancel such Election due to an Unforeseeable Emergency (as defined in Section 6.5) or a hardship distribution pursuant to Section 1.401(k)-1(d)(3) of the Treasury Regulations or (ii) amend such Election in accordance with Section 6.2(b).  In order to forego a Restricted Stock Award for a subsequent Plan Year, a Non-Employee Director must make a new Election in accordance with Section 4.2(a).

(c)                                Each forgone Restricted Stock Award, without reduction for any income or employment tax withholding (except to the extent required by law), shall result in credits to a Phantom Stock Unit Account for the Participant as provided in Sections 5.3 and 5.4.

4.3                             Election to Defer Tax Gross-Up Payment.

(a)                               Prior to the beginning of each Plan Year, each Non-Employee Director may elect to defer one hundred percent (100%) of any Tax Gross-Up Payment that he or she may be eligible to receive in the Plan Year following such Plan Year.  In order to defer such Tax Gross-Up Payment, a Non-Employee Director must complete and return an executed Election to the Company prior to the time announced by the Company, which in any event shall be more than one (1) year prior to the beginning of the Plan Year in which such Tax Gross-Up Payment otherwise would have been received by the Non-Employee Director.  Notwithstanding the foregoing, if a Non-Employee Director first becomes eligible to