FORM OF AMENDMENT TO ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT

Exhibit 10.5

FORM OF AMENDMENT
TO
ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT

The Endorsement Split Dollar Life Insurance Agreement (the “Agreement”) entered into as of _______________ by and between AvalonBay Communities, Inc., a Maryland corporation (the “Company”), and ____________ (the “Insured”), as previously amended, is hereby further amended as follows:

1. The Agreement is amended and restated as follows:

INTRODUCTION

     The Insured is a valuable employee of the Company. The Company wishes to continue this employment relationship and, as 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.

      1.2 “Insured" means the Employee.

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

      1.5 “ Employment Agreement ” means the Employment Agreement made as of _________ between the Company and the Insured, as amended from time to time.

ARTICLE 2. PREMIUMS

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

      2.1.1. Insured’s Portion . During the term of this Agreement the Insured shall be obligated to pay a portion of each premium equal to the current term rate for the Insured’s age multiplied by the Insured’s then current interest in the death benefit of such Policy. The “current term rate” shall mean the lesser of the Insurer’s term insurance rate or the PS 58 rate, as specified in Revenue Rulings 64-328 and 66-110, or any subsequently issued applicable authority. The Insured shall pay the Insured’s portion of the premium through payroll deduction. After the Insured ceases to be employed by the Company, if this Agreement remains in effect, the Insured shall pay the Insured’s portion of the premium by personal check or cash.

      2.1.2. Company’s Portion . During the term of this Agreement the Company shall pay any additional premium amounts not paid by the Insured that are required to meet the Company’s premium obligations to the Insured under the Plan. Notwithstanding the foregoing, if the Insured is terminated by the Company for Cause (as defined in the Employment Agreement) or the Insured resigns voluntarily and such resignation is not considered