First Amendment to Retirement Agreement between AvalonBay Communities, Inc. and Gilbert M. Meyer

Summary

This amendment updates a previous Retirement Agreement between AvalonBay Communities, Inc. and Director Gilbert M. Meyer. The change modifies how certain payments are made, specifying that they will now follow the terms of a related Split Dollar Agreement. All other terms of the original Retirement Agreement remain unchanged. The amendment was signed by company representatives and the director on March 31, 2005.

EX-10.8 9 w08520exv10w8.htm EXHIBIT 10.8 exv10w8

Exhibit 10.8

FIRST AMENDMENT
TO
RETIREMENT AGREEMENT

The Retirement Agreement made as of the 24^th day of March, 2000 by and between
AvalonBay Communities, Inc., a Maryland corporation (the “Company”), and Gilbert M. Meyer
(“Director”) is hereby amended as follows:

Section 3(a) of the Retirement Agreement is hereby amended by deleting the following language in the first sentence thereof:

“for so long as such payments are due”

and substituting thereof the following:

“in accordance with, and to the extent required by, the provisions of the Split Dollar Agreement between the Company and Executive,”

Except as amended herein, the Retirement Agreement is hereby confirmed in all other respects.

IN WITNESS WHEREOF, this Amendment is entered into this 31st day of
March, 2005.


	AVALONBAY COMMUNITIES, INC.
	By:	/s/ Charlene Rothkopf
		Charlene Rothkopf, EVP – Human Resources



		/s/ Edward M. Schulman
		Edward M. Schulman,
		SVP, General Counsel & Secretary



	/s/ Gilbert M. Meyer
	Director