ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT FOR

Exhibit 10.8

ENDORSEMENT SPLIT DOLLAR AGREEMENTS

 AND AMENDMENTS THERETO WITH

 MESSRS. BLAIR, NAUGHTON, SARGEANT,

 FULLER, HOREY AND MEYER

[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).]

ENDORSEMENT

 SPLIT DOLLAR LIFE INSURANCE AGREEMENT

 FOR ___________________________

THIS AGREEMENT is made as of the ___day of ___, 2003, between AvalonBay Communities, Inc. (the “Company”), and ___(the “Insured”).

INTRODUCTION

_____________ (the “Insured”) is a valuable employee of the Company. The Company wishes to continue this employment relationship and, as an inducement thereto, is willing to participate with the Insured in the payment of premiums on certain life insurance policies as an additional form of compensation for the Insured’s services as an employee of the Company. This Agreement is intended to qualify as a life insurance employee benefit plan as described in Revenue Ruling 64-328.

NOW, THEREFORE, the parties agree as follows:

ARTICLE 1. GENERAL DEFINITIONS

The following terms shall have the meanings specified:

1.1. “ Company ” means AvalonBay Communities, Inc., or any successor thereto.

1.21. “ Insured ” means the Employee.

1.3. “ Insurer(s) ” means the insurance company or companies listed on Attachment 1 hereto.

1.4. “ Policy ” or “ Policies ” means the insurance policy or policies listed on Attachment I, issued on the life of the Insured by the Insurer(s), together with any supplementary contracts to such policies issued by the Insurer(s).

ARTICLE 2. PREMIUMS

2.1. Premium Payments . During the term of this Agreement, each annual premium on each Policy shall be paid as follows:

2.2. Timing . The Insured’s portion of the premium and the Company’s portion of the premium shall be remitted to the Insurer before expiration of the grace period.

ARTICLE 3. POLICY OWNERSHIP AND INSURED’S BENEFITS

3.1. Company’s Interest . The Company shall be the sole and exclusive owner of each Policy and the direct beneficiary of an amount of the death proceeds of each Policy equal to the aggregate premiums paid by the Company under the Policy.

3.2. Insured’s Interest . The Insured shall have the right, during the term of this Agreement, to designate and change direct and contingent beneficiaries (and to elect and change a payment plan for such beneficiaries) with respect to the amount of the death proceeds of each Policy in excess of that payable to the Company pursuant to Section 3.1.

3.3. Payment from Insurer . Benefits may be paid under each Policy by the applicable Insurer either by separate checks to the parties entitled thereto, or by a joint check. In the latter instance, the Insured and the Company (and, if applicable, their respective beneficiaries) shall divide the benefits as provided herein.

ARTICLE 4. TERMINATION OF AGREEMENT

This Agreement shall terminate upon the earlier to occur of the Insured’s termination of employment, the Insured’s failure to pay any amounts due under Section 2.1.1 of the Agreement, or the date mutually agreed to by the Company and the Insured. Upon termination of this Agreement, the Insured’s rights hereunder shall terminate.

ARTICLE 5. INSURER(S)

Each Insurer shall be bound only by the provisions of and endorsements on its Policy, and any payments made or actions taken by it in accordance therewith shall fully discharge it from all claims, suits and demands of all persons. The Insurer shall in no way be bound by or be deemed to have notice of the provisions of this Agreement.

ARTICLE 6. MISCELLANEOUS

6.1. Termination/Amendment . The Company and the Insured may amend or terminate this Agreement by mutual consent. Any amendment to the Agreement shall be in writing and shall be filed with the Agreement.

6.2. Transferability . The Insured shall have the right to assign any part or all of the Insured’s interests in each Policy and this Agreement to any person, entity or trust by execution of a written assignment delivered to the Company and the Insurer. The Company may also assign its rights in each Policy and in this Agreement.

6.3. Binding Effect . This Agreement shall bind the Insured and the Insured, their heirs, executors, administrators and transferees, and the Company and its successors and any Policy beneficiary.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first written above.

ATTACHMENT I

ENDORSEMENT

 SPLIT DOLLAR LIFE INSURANCE AGREEMENT

 FOR _______________

SCHEDULE OF LIFE INSURANCE POLICIES ON

Dated: _______________________

ATTACHMENT II

ERISA COMPLIANCE

The following provisions are part of the AvalonBay Communities, Inc. Endorsement Split Dollar Life Insurance Agreement for ___and are intended to meet the requirements of the Employee Retirement Income Security Act of 1974: