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 thi