FIRST AMENDMENT TO BRE PROPERTIES, INC. AMENDED AND RESTATED 1992 EMPLOYEE STOCKPLAN

EXHIBIT 10.4

FIRST AMENDMENT TO
BRE PROPERTIES, INC. AMENDED AND RESTATED
1992 EMPLOYEE STOCK PLAN

                    This First Amendment to BRE Properties, Inc. Amended and Restated 1992 Employee Stock Plan (this “First Amendment”) is adopted as of October 24, 2002 by the Board of Directors of BRE Properties, Inc., a Maryland corporation (the “Company”).

                    WHEREAS, the Company maintains the BRE Properties, Inc. Amended and Restated 1992 Employee Stock Plan, as amended and restated (the “Plan”); and

                    WHEREAS, pursuant to Section 6.2 of the Plan, the Plan may be amended from time to time by the Board of Directors of the Company;

                    NOW THEREFORE, BE IT RESOLVED, that the Plan be amended as follows, effective October 24, 2002:

                    1.           A new Section 6.11 shall be inserted following Section 6.10 and shall read in its entirety as follows:

                    “6.11     Prohibition on Repricing.  Notwithstanding any provision in this Plan to the contrary, no Option or SAR may be amended to reduce the Option Price per share of the shares subject to such Option or the exercise price of such SAR, as applicable, below the Option Price or exercise price as of the date the Option or SAR is granted.  In addition, no Option, SAR or other equity may be granted in exchange for, or in connection with, the cancellation or surrender of an Option, SAR or other award having a higher Option Price or exercise price.”

                    2.           This First Amendment shall be and is hereby incorporated in and form a part of the Plan.

                    3.           Except as set forth herein, the Plan shall remain in full force and effect.

                    I hereby certify that the foregoing First Amendment was duly adopted by the Board of Directors of BRE Properties, Inc. on October 24, 2002.