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<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         -------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       ----------------------------------


         Date of Report (Date of earliest event reported): July 10, 2000

                           AVALONBAY COMMUNITIES, INC.
               (Exact name of registrant as specified in charter)

<TABLE>
<CAPTION>
<S>                               <C>                            <C>
         MARYLAND                        1-12672                      77-0404318
(State or other jurisdiction     (Commission file number)           (IRS employer
    of incorporation)                                            identification no.)
</TABLE>

          2900 EISENHOWER AVENUE, SUITE 300, ALEXANDRIA, VIRGINIA 22314
          -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (703) 329-6300
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


<PAGE>


ITEM 5.  OTHER EVENTS.

AMENDMENT OF MEDIUM-TERM NOTES PROGRAM

         AvalonBay Communities, Inc., a Maryland corporation, has amended its
existing Medium-Term Notes program, under which AvalonBay may offer and sell
from time to time Medium-Term Notes Due Nine Months or More from Date of Issue.
AvalonBay has entered into an Amended and Restated Third Supplemental Indenture
with the indenture trustee to provide that AvalonBay may issue Medium-Term Notes
without limitation as to aggregate principal amount, subject to compliance with
the financial covenants and other requirements of the Indenture and the Amended
and Restated Third Supplemental Indenture. The Medium-Term Notes program was
previously limited to an aggregate principal amount of up to $400,000,000. The
Medium-Term Notes will be issued under an Indenture between AvalonBay and State
Street Bank and Trust Company, as trustee, dated as of January 16, 1998, as
supplemented by a First Supplemental Indenture dated as of January 20, 1998, a
Second Supplemental Indenture dated as of July 7, 1998, and the Amended and
Restated Third Supplemental Indenture dated as of July 10, 2000. AvalonBay's
Medium-Term Notes program is described in a Prospectus Supplement dated
September 30, 1998 to the Prospectus dated August 18, 1998 that is part of
AvalonBay's existing shelf registration statement on Form S-3 (Registration No.
333-60875).

         AvalonBay has also amended the Distribution Agreement dated December
21, 1998 among AvalonBay and PaineWebber Incorporated, First Union Securities,
Inc. (formerly known as First Union Capital Markets), J.P. Morgan Securities
Inc., Banc of America Securities LLC (formerly known as NationsBanc Montgomery
Securities LLC) and UBS Warburg LLC (formerly known as Warburg Dillon Read LLC),
as agents.

         The agents may offer and sell Medium-Term Notes as agents for AvalonBay
or as principals for resale to investors and other purchasers, subject to
AvalonBay's right to solicit offers from and sell Medium-Term Notes directly to
investors or to other agents. The amendment, dated as of June 27, 2000, names
Lehman Brothers Inc. as an agent under the Distribution Agreement.

RISK FACTORS

         An investment in AvalonBay securities involves various risks.
Prospective purchasers of AvalonBay securities should carefully consider the
following risk factors. You should read these together with the other reports
and documents that we file with the Securities and Exchange Commission from time
to time, which may include additional or more current information that is
important for you to consider.

DEVELOPMENT AND CONSTRUCTION RISKS COULD AFFECT OUR PROFITABILITY.

         We intend to continue to develop and redevelop apartment home
communities. Our development and construction activities may be exposed to the
following risks:

                                       2

<PAGE>

         -   we may be unable to obtain, or experience delays in obtaining,
             necessary zoning, land-use, building, occupancy, and other
             required governmental permits and authorizations, which could
             result in increased costs;

         -   we may abandon development and redevelopment opportunities that
             we have already begun to explore and, as a result, we may fail
             to recover expenses already incurred in connection with
             exploring such development opportunities;

         -   we may incur construction, reconstruction, development or
             redevelopment costs for a community which exceed our original
             estimates due to increased materials, labor or other costs, and
             we may not be able to increase rents to compensate for the
             increase in such costs;

         -   occupancy rates and rents at a newly completed or redeveloped
             community may fluctuate depending on a number of factors,
             including market and economic conditions and the development by
             competitors of competing communities, and this may result in the
             community not being profitable;

         -   we may be unable to obtain financing with favorable terms for
             the proposed development of a community, which may make us
             unable to proceed with its development; and

         -   we may be unable to complete construction and lease-up of a
             community on schedule, resulting in increased debt service
             expense and construction or reconstruction costs.

         Construction costs have been increasing in our markets, and the cost to
redevelop or reposition acquired communities has, in some cases, exceeded our
original estimates. We may experience similar cost increases in the future. If
we are not able to charge rents that will be sufficient to offset the effects of
any increases in construction costs, our profitability could be less than
anticipated.

MARKET CONDITIONS AND THE COST OF FINANCING NEW ACQUISITIONS, DEVELOPMENT AND
REDEVELOPMENT MAY LIMIT OUR GROWTH RATE.

         The cost of equity and debt financing for new acquisitions, development
and redevelopment has increased. The increased cost of financing, combined with
increases in the sales prices of existing apartment communities, results in a
lower margin of profit on new acquisitions. While these market conditions
continue, we expect that we will acquire fewer existing apartment communities.
If the current market conditions continue for an extended period, our current
earnings growth rate may slow.

ACQUISITIONS MAY NOT YIELD ANTICIPATED RESULTS.


                                       3
<PAGE>

         We may, in the future, acquire apartment communities on a select basis.
Our acquisition activities and their success may be exposed to the following
risks:

         -   an acquired property may fail to perform as we expected in
             analyzing our investment; and

         -   our estimate of the costs of repositioning or redeveloping an
             acquired property may prove inaccurate.

FAILURE TO SUCCEED IN NEW MARKETS MAY LIMIT GROWTH.

         We may make selected acquisitions outside of our current market areas
from time to time, if appropriate opportunities arise. Our historical experience
in Northern and Southern California and selected states in the Mid-Atlantic,
Northeast, Midwest and Pacific Northwest regions of the United States does not
ensure that we will be able to operate successfully in new markets. We may be
exposed to a variety of risks if we choose to enter into new markets. These
risks include, among others:

         -   a lack of market knowledge and understanding of the local
             economies;

         -   an inability to obtain land for development or to identify
             acquisition opportunities;

         -   an inability to obtain construction tradespeople;

         -   sudden adverse shifts in supply and demand factors;

         -   an unfamiliarity with local governmental and permitting procedures;
             and

         -   the incurrence of higher operating and administrative costs than we
             anticipated.

INCURRENCE OF ADDITIONAL DEBT AND RELATED ISSUANCE OF EQUITY MAY DILUTE EXISTING
STOCKHOLDERS' INTERESTS.

         Future issuances of equity may dilute the interests of existing
stockholders. For example, to the extent that additional equity securities are
issued to finance future developments and acquisitions instead of incurring
additional debt, the interests of our existing stockholders could be diluted.
Our ability to execute our business strategy depends on our access to
appropriate amounts of debt financing, including unsecured lines of credit and
other forms of secured and unsecured debt, and equity financing, including
common and preferred equity, which may not be available on favorable terms or at
all.



                                       4
<PAGE>

INSUFFICIENT CASH FLOW COULD AFFECT OUR DEBT FINANCING AND CREATE REFINANCING
RISK.

         We are subject to the risks normally associated with debt financing,
including the risk that our cash flow will be insufficient to meet required
payments of principal and interest. The principal outstanding balance on a
portion of our debt will not be fully amortized prior to its maturity. Although
we may be able to repay our debt by using our cashflows, we cannot assure you
that we will have sufficient cash flows available to make all required principal
payments. Therefore, we are likely to need to refinance at least a portion of
our outstanding debt as it matures. There is a risk that we may not be able to
refinance existing debt or that the terms of any refinancing will not be as
favorable as the terms of the existing debt.

RISING INTEREST RATES WOULD INCREASE INTEREST COSTS AND COULD AFFECT THE MARKET
PRICE OF OUR COMMON STOCK.

         We currently have, and may in the future incur, variable interest rate
debt under credit facilities as we acquire, construct and reconstruct apartment
communities, as well as for other purposes. Accordingly, if interest rates
increase, our interest costs will also rise, unless we have made arrangements
that hedge the risk of rising interest rates. In addition, an increase in market
interest rates may lead purchasers of our common stock to demand a higher annual
yield, which could adversely affect the market price of our outstanding shares
of common stock.

BOND FINANCING COMPLIANCE REQUIREMENTS COULD LIMIT OUR INCOME, RESTRICT THE USE
OF COMMUNITIES AND CAUSE FAVORABLE FINANCING TO BECOME UNAVAILABLE.

         We have financed some of our apartment communities with obligations
issued by local government agencies or instrumentalities because the interest
paid to the holders of this debt is generally exempt from federal income taxes.
These obligations are commonly referred to as "tax-exempt bonds." Compared to
unsecured debt, tax-exempt bonds are less cost competitive than in prior years
and, moreover, generally must be secured by communities.

         The compliance requirements for our current tax-exempt bonds, and
the requirements of any future tax-exempt bond financings, may limit the
potential income from communities that are subject to this financing. This is
because under the terms of our current tax-exempt bonds, we must comply with
restrictions on the use of the communities that we financed with these bonds,
including a requirement that we make some of the apartments available to low
and middle income households.

         In addition, some of our tax-exempt bond financing documents require us
to obtain a guarantee from a financial institution of payment of the principal
of, and interest on, the bonds. The guarantee may take the form of a letter of
credit, surety bond, guarantee agreement or other additional collateral. If the
financial institution defaults in its guarantee obligations, or if we are unable
to renew the applicable guarantee or




                                       5
<PAGE>

otherwise post satisfactory collateral, a default will occur under the
applicable tax-exempt bonds and the community could be foreclosed upon.

FAILURE TO GENERATE SUFFICIENT REVENUE COULD LIMIT CASH FLOW AVAILABLE FOR
DISTRIBUTIONS TO STOCKHOLDERS.

         If our communities do not generate revenues sufficient to meet our
operating expenses, including debt service and capital expenditures, our cash
flow would decrease. This could have an adverse effect on our ability to pay
distributions to our stockholders. The factors in the following risk factor,
among others, could adversely affect the revenues generated by our apartment
communities. Significant expenditures associated with each investment such as
debt service payments, if any, real estate taxes, insurance and maintenance
costs are generally not reduced when circumstances cause a reduction in income
from a community.

UNFAVORABLE CHANGES IN MARKET AND ECONOMIC CONDITIONS COULD HURT OCCUPANCY OR
RENTAL RATES.

         The market and economic conditions in Northern and Southern California
and selected states in the Mid-Atlantic, Northeast, Midwest and Pacific
Northwest regions of the United States may significantly affect occupancy or
rental rates at our communities in those regions. This, in turn, may
significantly affect our profitability and our ability to satisfy our financial
obligations. The risks that may affect conditions in those markets include the
following:

         -   plant closings, industry slowdowns and other factors that adversely
             affect the local economy;

         -   an oversupply of, or a reduced demand for, apartment homes;

         -   a decline in household formation that adversely affects occupancy
             or rental rates;

         -   the inability or unwillingness of residents to pay rent increases;
             and

         -   rent control or rent stabilization laws, or other laws regulating
             housing, on any of our communities could prevent us from raising
             rents to offset increases in operating costs.

DIFFICULTY OF SELLING APARTMENT COMMUNITIES COULD LIMIT FLEXIBILITY.

         Real estate in our markets can be hard to sell, especially if market
conditions are poor. This may limit our ability to change or reduce the
apartment communities in our



                                       6
<PAGE>

portfolio promptly in response to changes in economic or other conditions. In
addition, federal tax laws may limit our ability to earn a gain on the sale of
communities that we have owned for fewer than four years, and this may affect
our ability to sell communities without adversely affecting returns to our
stockholders.

INCREASED COMPETITION COULD LIMIT OUR ABILITY TO LEASE APARTMENT HOMES OR
INCREASE OR MAINTAIN RENTS.

         Our apartment communities compete with other housing alternatives to
attract residents, including other rental apartments, condominiums and
single-family homes that are available for rent, as well as new and existing
condominiums and single-family homes for sale. Competitive residential housing
in a particular area could adversely affect our ability to lease apartment homes
and to increase or maintain rents.

ATTRACTIVE INVESTMENT OPPORTUNITIES MAY NOT BE AVAILABLE, WHICH COULD ADVERSELY
AFFECT OUR PROFITABILITY.

         We expect that other real estate investors will compete with us to
acquire existing properties and to develop new properties. These competitors,
including insurance companies, pension and investment funds, partnerships,
investment companies and other apartment real estate investment trusts, may have
greater resources than we do. This competition could increase prices for
properties of the type we would likely pursue. As a result, we may not be able,
or have the opportunity, to make suitable investments on favorable terms in the
future. This could adversely affect our profitability.

RISK OF EARTHQUAKE DAMAGE IN CALIFORNIA MARKETS

         Many of our West Coast communities are located in the general vicinity
of active earthquake faults. In July 1998, we obtained a seismic risk analysis
from an engineering firm which estimated the probable maximum damage for each of
the 60 West Coast communities that we owned at that time and for each of the
five West Coast communities under development at that time. The seismic risk
analysis was obtained for each individual community and for all of those
communities combined. To establish a probable maximum damage, the engineers
first define a severe earthquake event for the applicable geographic area, which
is an earthquake that has only a 10% likelihood of occurring over a 50-year
period. The probable maximum damage is determined as the structural and
architectural damage and business interruption loss that is estimated to have
only a 10% probability of being exceeded in the event of such an earthquake.
Because a significant number of our communities are located in the San Francisco
Bay Area, the engineers' analysis defined an earthquake on the Hayward Fault
with a Richter Scale magnitude of 7.1 as a severe earthquake with a 10%
probability of occurring within a 50-year period. The engineers then established
an aggregate probable maximum damage at that time of $113 million for the 60
West Coast communities that we owned at that time and the five West Coast
communities under development. The $113 million probable maximum damage for
those communities was a probable maximum level that the engineers expected to be
exceeded only 10% of the

                                       7
<PAGE>

time in the event of such a severe earthquake. The actual aggregate probable
maximum damage could be higher or lower as a result of variations in soil
classifications and structural vulnerabilities. For each community, the
engineers' analysis calculated an individual probable maximum damage as a
percentage of the community's replacement cost and projected revenues. We
cannot assure you that:

         -   an earthquake would not cause damage or losses greater than the
             probable maximum damage assessments indicate;

         -   future probable maximum damage levels will not be higher than the
             current probable maximum damage levels described above for our
             communities located on the West Coast; or

         -   acquisitions or developments after July 1998 will not have probable
             maximum damage assessments indicating the possibility of greater
             damage or losses than currently indicated.

         In August 1999, we renewed our earthquake insurance, both for physical
damage and lost revenue, with respect to all communities we owned at that time
and all of the communities under development. For any single occurrence, we have
in place $75,000,000 of coverage with a five percent deductible. The five
percent deductible is subject to a minimum of $100,000 and a maximum of
$25,000,000 per occurrence. In addition, our general liability and property
insurance program provides coverage for public liability and fire damage. In the
event an uninsured disaster or a loss in excess of insured limits were to occur,
we could lose our capital invested in the affected community, as well as
anticipated future revenue from that community. We would also continue to be
obligated to repay any mortgage indebtedness or other obligations related to the
community. Any such loss could materially and adversely affect our business and
our financial condition and results of operations.

RISKS OF PROPERTY DAMAGE AND INCREASED EXPENSES RESULTING FROM INCLEMENT WEATHER

         Our communities in the Northeast and Midwest expose us to risks
associated with inclement winter weather, including increased costs for the
removal of snow and ice as well as from delays in the construction,
reconstruction, development or redevelopment of apartment communities. In
addition, inclement weather could increase the need for maintenance and repair
of our communities. Similarly, unusually high rainfall or other inclement
weather could result in increased costs due to delays in the construction,
reconstruction, development or redevelopment of apartment communities. These
costs and delays could adversely effect our financial performance.

POTENTIAL LIABILITY FOR ENVIRONMENTAL CONTAMINATION

         Under various federal, state and local environmental laws, regulations
and ordinances, a current or previous owner or operator of real estate may be
required,



                                       8
<PAGE>

regardless of knowledge or responsibility, to investigate and remediate the
effects of hazardous or toxic substances or petroleum product releases at such
property, and may be held liable to a governmental entity or to third parties
for property damage and for investigation and remediation costs incurred by such
parties in connection with the contamination. These damages and costs may be
substantial. The presence of such substances (or the failure to properly
remediate the contamination) may adversely affect the owner's ability to borrow
against, sell or rent the affected property. In addition, some environmental
laws create a lien on the contaminated site in favor of the government for
damages and costs it incurs in connection with the contamination.

         Certain federal, state and local laws, regulations and ordinances
govern the removal, encapsulation or disturbance of asbestos containing
materials ("ACMs") when such materials are in poor condition or in the event of
reconstruction, remodeling, renovation, or demolition of a building. Such laws
may impose liability for release of ACMs and may provide for third parties to
seek recovery from owners or operators of real properties for personal injury
associated with exposure to ACMs. In connection with our ownership and operation
of the communities, we may potentially be liable for such costs. We are not
aware that any ACMs were used in connection with the construction of the
communities we developed. ACMs were, however, used in connection with the
construction of a number of the communities that we have acquired. We do not
anticipate that we will incur any material liabilities in connection with the
presence of ACMs at our communities. We currently have or intend to implement an
operations and maintenance program for each of the communities at which ACMs
have been detected.

         All of our stabilized operating communities, and all of the communities
that we are currently developing or redeveloping, have been subjected to a Phase
I or similar environmental assessment (which generally does not involve invasive
techniques such as soil or ground water sampling). These assessments, together
with subsurface assessments conducted in certain instances, have not revealed
any environmental conditions that we believe will have a material adverse effect
on our business, assets, financial condition or results of operations. We are
not aware of any other environmental conditions which would have such a material
adverse effect.

         We are, however, aware that the migration of contamination from an
upgradient landowner near Toscana, one of our communities, has affected the
groundwater there. The upgradient landowner is undertaking remedial response
actions and, as of December 31, 1999, a ground water treatment system had been
installed. We expect that the upgradient landowner will take all necessary
remediation actions and ensure the ongoing operation and maintenance of the
ground water treatment system. The upgradient landowner has also provided an
indemnity that runs to current and future owners of the Toscana property and
upon which we may be able to rely if we incur environmental liability arising
from the groundwater contamination. We are also aware that certain communities
have lead paint and we are undertaking or intend to undertake appropriate
remediation or management activity.


                                       9
<PAGE>

         Additionally, prior to 1994, we had been occasionally involved in
developing, managing, leasing and operating various properties for third
parties. Consequently, we may be considered to have been an operator of such
properties and, therefore, potentially liable for removal or remediation
costs or other potential costs which could relate to hazardous or toxic
substances. We are not aware of any material environmental liabilities with
respect to properties managed or developed by us or our predecessors for such
third parties.

         We cannot assure you that:

         -   the environmental assessments described above identified all
             potential environmental liabilities;

         -   no prior owner created any material environmental condition not
             known to us or the consultants who prepared the assessments;

         -   no environmental liabilities have developed since such
             environmental assessments were prepared;

         -   the condition of land or operations in the vicinity of our
             communities (such as the presence of underground storage tanks)
             will not affect the environmental condition of such communities;
             and

         -   future uses or conditions (including, without limitation, changes
             in applicable environmental laws and regulations) will not result
             in the imposition of environmental liability.

OUR SHARE OWNERSHIP LIMIT MAY PREVENT TAKEOVERS BENEFICIAL TO STOCKHOLDERS.

         For us to maintain our qualification as a real estate investment trust
for federal income tax purposes, not more than 50% in value of our outstanding
stock may be owned, directly or indirectly, by five or fewer individuals. As
defined for federal income tax purposes, the term "individuals" includes a
number of specified entities. Our charter includes restrictions regarding
transfers of our stock and ownership limits that are intended to assist us in
satisfying such limitation. The ownership limits in our charter may have the
effect of delaying, deferring or preventing someone from taking control of us,
even though such a change of control could involve a premium price for our
stockholders or otherwise could be in our stockholders' best interests.

FAILURE TO QUALIFY AS A REAL ESTATE INVESTMENT TRUST WOULD CAUSE US TO BE TAXED
AS A CORPORATION, WHICH WOULD SIGNIFICANTLY LOWER FUNDS AVAILABLE FOR
DISTRIBUTION TO STOCKHOLDERS.

         If we fail to qualify as a real estate investment trust for federal
income tax purposes, we will be subject to federal income tax on our taxable
income at regular corporate rates, plus any applicable alternative minimum tax.
In addition, unless we are



                                       10
<PAGE>

entitled to relief under applicable statutory provisions, we would be
disqualified from treatment as a real estate investment trust for the four
taxable years following the year in which we lose our qualification. The
additional tax liability resulting from the failure to qualify as a real estate
investment trust would significantly reduce or eliminate the amount of funds
available for distribution to our stockholders. Furthermore, we would no longer
be required to make distributions to our stockholders.

         We believe that we are organized and qualified as a real estate
investment trust, and intend to operate in a manner that will allow us to
continue to qualify as a real estate investment trust. However, we cannot assure
you that we are qualified as a real estate investment trust, or that we will
remain qualified in the future. This is because qualification as a real estate
investment trust involves the application of highly technical and complex
provisions of the Internal Revenue Code for which there are only limited
judicial and administrative interpretations, and involves the determination of a
variety of factual matters and circumstances not entirely within our control. In
addition, future legislation, new regulations, administrative interpretations or
court decisions may significantly change the tax laws or the application of the
tax laws with respect to qualification as a real estate investment trust for
federal income tax purposes or the federal income tax consequences of such
qualification.

THE ABILITY OF OUR STOCKHOLDERS TO CONTROL OUR POLICIES AND AFFECT A CHANGE OF
CONTROL OF OUR COMPANY IS LIMITED, WHICH MAY NOT BE IN OUR STOCKHOLDERS' BEST
INTERESTS

         CHARTER AND BYLAW PROVISIONS

         There are provisions in our charter and bylaws which may discourage a
third party from making a proposal to acquire us, even if some of our
stockholders might consider the proposal to be in their best interests. These
provisions include the following:

         -   Our charter authorizes our board of directors to issue up to 50
             million shares of preferred stock without stockholder approval
             and to establish the preferences and rights, including voting
             rights, of any series of preferred stock issued. The board of
             directors may issue preferred stock without stockholder
             approval, which would allow the board to issue one or more
             classes or series of preferred stock that could discourage or
             delay a tender offer or change in control.

         -   To maintain our qualification as a real estate investment trust
             for federal income tax purposes, not more than 50% in value of
             our outstanding stock may be owned, directly or indirectly, by
             five or fewer individuals at any time during the last half of
             any year. To maintain this qualification, and to otherwise
             address concerns about concentrations of ownership of our
             capital stock, our charter generally prohibits ownership
             (directly, by virtue of the attribution provisions of the
             Internal Revenue Code, or beneficially, as defined in Section 13
             of the Securities Exchange Act of 1934) by any single stockholder
             of more than 9.8% of the issued and outstanding shares of any
             class or series of our stock. In general, under our charter,
             pension plans and mutual funds may actually and beneficially own
             up to 15% of the outstanding shares of any class or series of
             stock.

                                       11
<PAGE>

Under our charter, our board of directors may in its sole discretion waive or
modify the ownership limit for one or more persons. These ownership limits
may prevent or delay a change in control and, as a result, could adversely
affect our stockholders' ability to realize a premium for their shares of
common stock.

         SHAREHOLDER RIGHTS AGREEMENT

         On February 28, 2000, we amended our shareholder rights agreement,
which we adopted on March 9, 1998, to increase from 10% to 15% the limitation
on ownership of the Company's common stock that is applied to certain types
of institutional investors. As a result of the amendment, pension plans
meeting certain criteria under the Internal Revenue Code and investment
companies registered under the Investment Company Act of 1940 may acquire or
seek to acquire beneficial ownership of up to 15% of the outstanding shares
of the Company's common stock without violating the ownership limit set forth
in the Company's charter or becoming "Acquiring Persons" or otherwise causing
a "Distribution Date" to occur (as such terms are defined in the Shareholder
Rights Agreement). Under the terms of the amended shareholder rights
agreement, our board of directors may in effect delay or prevent a person or
group from acquiring 10% (or 15% in the case of the institutional investors
described above) or more of the outstanding shares of our common stock. This
is because, unless our board approves of such person's purchase, after that
person acquires 10% (or 15% in the case of the institutional investors
described above) or more of our outstanding common stock, all other
stockholders will have the right to purchase securities from us at a price
that is less than their then fair market value. These purchases by the other
stockholders would substantially reduce the value and influence of the shares
of our common stock owned by the acquiring person. Our board of directors,
however, may prevent the shareholder rights agreement from operating in this
manner. Thus, our board has significant discretion to approve or disapprove a
person's efforts to acquire a large interest in us.

         MARYLAND LAW

         As a Maryland corporation, we are subject to the provisions of the
Maryland General Corporation Law. Maryland law imposes restrictions on some
business combinations and requires compliance with statutory procedures before
some mergers and acquisitions may occur. Maryland law may delay or prevent
offers to acquire us or increase the difficulty of completing any offers, even
if they are in our stockholders' best interests.



                                       12
<PAGE>


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

1.1      Distribution Agreement, dated December 21, 1998, among the Company
and the Agents, including Administrative Procedures, relating to the MTNs.
(Incorporated by reference to Exhibit 4.4 to the Company's Current Report on
Form 8-K filed on December 21, 1998.)

1.2      First Amendment, dated as of June 27, 2000, to Distribution Agreement,
dated December 21, 1998, among AvalonBay and the Agents. (Filed herewith.)

4.1      Indenture, dated as of January 16, 1998, between the Company and
State Street Bank and Trust Company, as Trustee. (Incorporated by reference
to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on
January 21, 1998.)

4.2      First Supplemental Indenture, dated as of January 20, 1998, between
the Company and the Trustee. (Incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K filed on January 21, 1998.)

4.3      Second Supplemental Indenture, dated as of July 7, 1998, between the
Company and the Trustee. (Incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K filed on July 9, 1998.)

4.4      Amended and Restated Third Supplemental Indenture, dated as of July 10,
2000, between AvalonBay and the Trustee, including forms of Floating Rate Note
and Fixed Rate Note. (Filed herewith.)

10.1    AvalonBay Communities, Inc. Officer Severance Plan. (Filed herewith.)


                                       13
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be filed on its behalf by
the undersigned hereunto duly authorized.

                                     AVALONBAY COMMUNITIES, INC.

                                     By: /s/ Thomas J. Sargeant
                                     ------------------------------------
Dated: July 10, 2000                 Thomas J. Sargeant
                                     Executive Vice President, Chief Financial
                                     Officer

                                       14
<PAGE>

                                  Exhibit Index

1.1      Distribution Agreement, dated December 21, 1998, among the Company
and the Agents, including Administrative Procedures, relating to the MTNs.
(Incorporated by reference to Exhibit 4.4 to the Company's Current Report on
Form 8-K filed on December 21, 1998.)

1.2      First Amendment, dated as of June 27, 2000, to Distribution Agreement,
dated December 21, 1998, among AvalonBay and the Agents. (Filed herewith.)

4.1      Indenture, dated as of January 16, 1998, between the Company and
State Street Bank and Trust Company, as Trustee. (Incorporated by reference
to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on
January 21, 1998.)

4.2      First Supplemental Indenture, dated as of January 20, 1998, between
the Company and the Trustee. (Incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K filed on January 21, 1998.)

4.3      Second Supplemental Indenture, dated as of July 7, 1998, between the
Company and the Trustee. (Incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K filed on July 9, 1998.)

4.4      Amended and Restated Third Supplemental Indenture, dated as of July 10,
2000, between AvalonBay and the Trustee, including forms of Floating Rate Note
and Fixed Rate Note. (Filed herewith.)

10.1    AvalonBay Communities, Inc. Officer Severance Plan. (Filed herewith.)

                                       15
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.2
<SEQUENCE>2
<FILENAME>ex-1_2.txt
<DESCRIPTION>EXHIBIT 1.2
<TEXT>


<PAGE>


                                                                     Exhibit 1.2

                           AVALONBAY COMMUNITIES INC.

                                MEDIUM-TERM NOTES
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE

                    FIRST AMENDMENT TO DISTRIBUTION AGREEMENT

                  THIS FIRST AMENDMENT (this "First Amendment") is made and
entered into as of June 27, 2000 (the "Effective Date") by and among AvalonBay
Communities, Inc., a Maryland corporation (the "Company"). PaineWebber
Incorporated, First Union Securities, Inc. (formerly known as First Union
Capital Markets), J.P. Morgan Securities Inc., Banc of America Securities LLC
(formerly known as NationsBanc Montgomery Securities LLC) and UBS Warburg LLC
(formerly known as Warburg Dillon Read LLC) (collectively, the "Existing
Agents") and Lehman Brothers Inc. (the "New Agent"). Each of the Company, each
Existing Agent and the New Agent is referred to as a "Party" and collectively as
the "Parties."

                  THE PARTIES ENTER THIS FIRST AMENDMENT on the basis of the
following facts, understandings and intentions:

                  A. The Company and the Existing Agents entered into that
certain Distribution Agreement as of December 21, 1998 (the "Original
Agreement") thereby creating a medium-term notes program for the Company.
(Capitalized terms used in this First Amendment without definition are used as
defined in the Original Agreement.)

                  B. The Parties desire to amend the Original Agreement to add
the New Agent as an Agent under the Original Agreement.

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual promises and agreements contained in this First Amendment, the Parties
agree as follows:

1.   ADDITION OF THE NEW AGENT. The definition of "Agent" in Section 1 of the
Original Agreement is hereby amended as follows in order to admit the New Agent
as an Agent under the Original Agreement. From and after the Effective Date, the
defined term "Agents" shall refer to Lehman Brothers Inc., Banc of America
Securities LLC, First Union Securities, Inc., J.P. Morgan Securities Inc.,
PaineWebber Incorporated and UBS Warburg LLC.

2.   NEW AGENT'S NOTICE ADDRESS.  The notice provision of Section 14(b) of the
Original Agreement is amended by adding the following immediately prior to the
final paragraph of such section:



<PAGE>

         Lehman Brothers Inc.
         555 California Street, 30th Floor
         San Francisco, CA 94104
         Attention:  Frederick T. Caven, Jr.
         Telephone:  415-274-5559
         Telecopy:  415-274-5250

3. NEW AGENT'S ADDRESS FOR ADMINISTRATIVE PROCEDURES. Within the Administrative
Procedures Exhibit B to the Original Agreement, the sections of Parts I and II
titled "Procedure for Rate Changes" and the Sections of Parts I, II and III
titled "Delivery of Prospectus" are hereby amended by adding the following
address to follow Warburg Dillon Read LLC's address:

         if to:   Lehman Brothers Inc.
         to:      Attention:  Frederick T. Caven, Jr.
                  555 California Street, 30th Floor
                  San Francisco, CA 94104
                  Telephone:  415-274-5559
                  Telecopy:  415-274-5250

                       Or such other address as each such Agent may from
                       time to time provide to the Company.

4. COUNTERPARTS. This First Agreement may be executed in one or more
counterparts, signature pages may be detached from such separately executed
counterparts and reattached to other counterparts and, in each such case, the
executed counterparts hereof shall constitute a single instrument. Signature
pages may be delivered by telecopy.

5. CONFIRMATION. Except as amended by this First Amendment, the Original
Agreement is hereby ratified and confirmed in all respects.
                           [Signature page follows.]


<PAGE>



If the foregoing correctly sets forth the understanding between the Company, the
Existing Agents and the New Agent, please so indicate in the space provided
below for that purpose, whereupon this instrument shall constitute a binding
agreement between the Company, the Existing Agents and the New Agents.

                                           AVALONBAY COMMUNITIES, INC.

                                           By:      /s/ Thomas J. Sargeant
                                                   -------------------------
                                                    Thomas J. Sargeant
                                                    Chief Financial Officer

"New Agent"

LEHMAN BROTHERS INC.

By:      /s/ Frederick T. Caven, Jr.
     ---------------------------------
         Frederick T. Caven, Jr.
         Managing Director



"Existing Agents:

FIRST UNION SECURITIES, INC.

By:      /s/ William Ingram
     ---------------------------------
Name:    William Ingram
     ---------------------------------
Title:   Managing Director
     ---------------------------------


J.P. MORGAN SECURITIES INC.

By:      /s/ John Perkins
     ---------------------------------
         John Perkins
         Vice President


BANC OF AMERICA SECURITIES LLC

By:      /s/ Lynn Mcconnell
     ---------------------------------
Name:    Lynn Mcconnell
     ---------------------------------
Title:   Managing Director


<PAGE>


PAINEWEBBER INCORPORATED

By:      /s/ David Reynolds
     ---------------------------------
Name:    David Reynolds
     ---------------------------------
Title:   Managing Director


UBS WARBURG LLC

By:      /s/ Christopher Forshner
     ---------------------------------
Name:    Christopher Forshner
     ---------------------------------
Title:   Director
     ---------------------------------




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>3
<FILENAME>ex-4_4.txt
<DESCRIPTION>EXHIBIT 4.4
<TEXT>

<PAGE>

                                                                     Exhibit 4.4

--------------------------------------------------------------------------------

                           AVALONBAY COMMUNITIES, INC.

                                                                          ISSUER
                                                                          ------

                                       to


                       STATE STREET BANK AND TRUST COMPANY

                                                                         TRUSTEE
                                                                         -------


                            -------------------------


                AMENDED AND RESTATED THIRD SUPPLEMENTAL INDENTURE

                            Dated as of July 10, 2000


                            -------------------------



                    MEDIUM-TERM NOTES DUE NINE MONTHS OR MORE

                               FROM DATE OF ISSUE


--------------------------------------------------------------------------------

<PAGE>


         AMENDED AND RESTATED THIRD SUPPLEMENTAL INDENTURE, dated as of July 10,
2000 (the "Supplemental Indenture"), between AVALONBAY COMMUNITIES, INC., a
corporation organized under the laws of the State of Maryland (herein called the
"Company"), and STATE STREET BANK AND TRUST COMPANY, a trust company organized
and existing under the laws of the Commonwealth of Massachusetts, as Trustee
(herein called the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has heretofore delivered to the Trustee an Indenture dated
as of January 16, 1998 (the "Senior Indenture"), a First Supplemental Indenture
dated as of January 20, 1998, a Second Supplemental Indenture dated as of July
7, 1998, and a Third Supplemental Indenture dated as of December 21, 1998, the
forms of which have been filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, and incorporated by
reference as exhibits to the Company's Registration Statement on Form S-3
(Registration No. 333-60875), providing for the issuance from time to time of
Senior Debt Securities of the Company (the "Securities") in an unlimited
aggregate principal amount, including a series of debt securities entitled
"Medium-Term Notes Due Nine Months or More from Date of Issue" limited to
$400,000,000 in aggregate initial principal amount.

         The Company wishes to amend and restate the Third Supplemental
Indenture to provide for the issuance of Medium-Term Notes without limit as
to aggregate principal amount, and in all other respects to continue the
Third Supplemental Indenture in full force and effect except as amended and
restated by this Amended and Restated Third Supplemental Indenture.

         Section 301 of the Senior Indenture provides that the aggregate
principal amount of Securities that may be authenticated and delivered under the
Senior Indenture shall be unlimited, and further provides for various matters
with respect to any series of Securities issued under the Senior Indenture to be
established in an indenture supplemental to the Senior Indenture.

         Section 901(5) of the Senior Indenture provides that the Company and
the Trustee may enter into an indenture supplemental to the Senior Indenture to
change or eliminate any of the provisions of the Senior Indenture, subject to
certain limitations with respect to outstanding Securities.

         The Trustee is willing to enter into this Amended and Restated Third
Supplemental Indenture at the Company's request, subject to compliance with
Section 901 of the Senior Indenture, as applicable.

         Section 901(7) of the Senior Indenture provides for the Company and the
Trustee to enter into an indenture supplemental to the Senior Indenture to
establish the form or terms of Securities of any series as provided by Sections
201 and 301 of the Senior Indenture.

         The Board of Directors of the Company has previously duly adopted
resolutions authorizing the Company to execute and deliver this Supplemental
Indenture.

         All the conditions and requirements necessary to make this Amended and
Restated Third Supplemental Indenture, when duly executed and delivered, a valid
and binding agreement in accordance with its terms and for the purposes herein
expressed, have been performed and fulfilled.

         NOW, THEREFORE, THIS AMENDED AND RESTATED SUPPLEMENTAL INDENTURE
WITNESSETH:

         For and in consideration of the premises and the purchase of each of
the series of Securities provided for herein by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Notes (as herein defined) or of any series thereof, as follows:


                                       1
<PAGE>


                                   ARTICLE ONE

                    RELATION TO SENIOR INDENTURE; DEFINITIONS

         SECTION 1.1. RELATION TO SENIOR INDENTURE.

         This Supplemental Indenture constitutes an integral part of the Senior
Indenture.

         SECTION 1.2.  DEFINITIONS.

         For all purposes of this Supplemental Indenture, except as otherwise
expressly provided for or unless the context otherwise requires:

                  (1) Capitalized terms used but not defined herein shall have
         the respective meanings assigned to them in the Senior Indenture;

                  (2) All references herein to Articles and Sections, unless
         otherwise specified, refer to the corresponding Articles and Sections
         of this Supplemental Indenture; and

                  (3) In the event that any of the following definitions differs
         from its respective definition set forth in the Senior Indenture, the
         definition set forth herein shall control.

         "Acquired Indebtedness" means Indebtedness of a Person (i) existing at
the time such Person becomes a Subsidiary or (ii) assumed in connection with the
acquisition of assets from such Person, in each case, other than Indebtedness
incurred in connection with, or in contemplation of, such Person becoming a
Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be
incurred on the date of the related acquisition of assets from any Person or the
date the acquired Person becomes a Subsidiary.

         "Annual Service Charge" for any period means the maximum amount which
is payable during such period for interest on, and original issue discount of,
Indebtedness of the Company and its Subsidiaries and the amount of dividends
which are payable during such period in respect of any Disqualified Stock.

         "Capital Stock" means, with respect to any Person, any capital stock
(including preferred stock), shares, interests, participations or other
ownership interests (however designated) of such Person and any rights (other
than debt securities convertible into or exchangeable for corporate stock),
warrants or options to purchase any thereof.

         "Consolidated Income Available for Debt Service" for any period means
Earnings from Operations of the Company and its Subsidiaries plus amounts which
have been deducted, and minus amounts which have been added, for the following
(without duplication): (i) interest on Indebtedness of the Company and its
Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based
on income, (iii) amortization of debt discount and other deferred financing
costs, (iv) provisions for gains and losses on properties and property
depreciation and amortization, (v) the effect of any noncash charge resulting
from a change in accounting principles in determining Earnings from Operations
for such period and (vi) amortization of deferred charges.

         "Corporate Trust Office" means the office of the Trustee at which, at
any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at Two Avenue de
Lafayette, Boston, Massachusetts 02111 and, for


                                       2
<PAGE>


purposes of the Place of Payment provisions of Sections 305 and 1002 of the
Senior Indenture and other provisions requiring a New York City office, is
located at the office of State Street Bank and Trust Company, N.A., 61 Broadway,
New York, New York 10005.

         "Disqualified Stock" means, with respect to any Person, any Capital
Stock of such Person which by the terms of such Capital Stock (or by the terms
of any security into which it is convertible or for which it is exchangeable or
exercisable), upon the happening of any event or otherwise (i) matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise
(other than Capital Stock which is redeemable solely in exchange for common
stock), (ii) is convertible into or exchangeable or exercisable for Indebtedness
or Disqualified Stock or (iii) is redeemable at the option of the holder
thereof, in whole or in part (other than Capital Stock which is redeemable
solely in exchange for Capital Stock which is not Disqualified Stock), in each
case on or prior to the Stated Maturity of the Notes.

         "Earnings from Operations" for any period means net earnings excluding
gains and losses on sales of investments, extraordinary items, and property
valuation losses, net as reflected in the financial statements of the Company
and its Subsidiaries for such period determined on a consolidated basis in
accordance with GAAP.

         "Encumbrance" means any mortgage, lien, charge, pledge or security
interest of any kind.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder by the Commission.

         "Fixed Rate Notes" means the Company's Fixed Rate Notes due nine months
or more from the date of issue, a form of which is attached hereto as EXHIBIT B.

         "Floating Rate Notes" means the Company's Floating Rate Notes due nine
months or more from the date of issue, a form of which is attached hereto as
EXHIBIT A.

         "GAAP" means generally accepted accounting principles as used in the
United States applied on a consistent basis as in effect from time to time;
provided that solely for purposes of any calculation required by the financial
covenants contained herein, "GAAP" shall mean generally accepted accounting
principles as used in the United States on the date hereof, applied on a
consistent basis.

         "Holder" means, in the case of a Registered Security, the Person in
whose name a Security is registered in the Security Register and, in the case of
a Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

         "Indebtedness" of the Company or any Subsidiary means, without
duplication, any indebtedness of the Company or any Subsidiary, whether or not
contingent, in respect of (i) borrowed money or evidenced by bonds, notes,
debentures or similar instruments, (ii) indebtedness for borrowed money secured
by any Encumbrance existing on property owned by the Company or any Subsidiary,
(iii) the reimbursement obligations, contingent or otherwise, in connection with
any letters of credit actually issued (other than letters of credit issued to
provide credit enhancement or support with respect to other indebtedness of the
Company or any Subsidiary otherwise reflected as Indebtedness hereunder) or
amounts representing the balance deferred and unpaid of the purchase price of
any property or services, except any such balance that constitutes an accrued
expense or trade payable, or all conditional sale obligations or obligations
under any title retention agreement, (iv) the principal amount of all
obligations of the Company or any Subsidiary with respect to redemption,
repayment or other repurchase of any Disqualified Stock, (v) any lease of
property by the Company or any Subsidiary as lessee which is reflected on the
Company's consolidated balance sheet as a capitalized lease in accordance with
GAAP, or (vi) interest rate swaps, caps or similar agreements and foreign
exchange contracts, currency swaps or


                                       3
<PAGE>


similar agreements, to the extent, in the case of items of indebtedness under
(i) through (iii) above, that any such items (other than letters of credit)
would appear as a liability on the Company's consolidated balance sheet in
accordance with GAAP, and also includes, to the extent not otherwise included,
any obligation by the Company or any Subsidiary to be liable for, or to pay, as
obligor, guarantor or otherwise (other than for purposes of collection in the
ordinary course of business), Indebtedness of another Person (other than the
Company or any Subsidiary) (it being understood that Indebtedness shall be
deemed to be incurred by the Company or any Subsidiary whenever the Company or
such Subsidiary shall create, assume, guarantee or otherwise become liable in
respect thereof).

         "Notes" has the meaning specified in Section 2.1 hereof.

         "Pricing Supplement" means a pricing supplement to the Prospectus,
dated August 18, 1998, as supplemented by the Prospectus Supplement dated
September 30, 1998, setting forth the terms of the applicable Notes.

         "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership or other entity of which a majority of
(i) the voting power of the voting equity securities or (ii) the outstanding
equity interests of which are owned, directly or indirectly, by such Person. For
the purposes of this definition, "voting equity securities" means equity
securities having voting power for the election of directors, whether at all
times or only so long as no senior class of security has such voting power by
reason of any contingency.

         "Total Assets" as of any date means the sum of (i) the Undepreciated
Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries
determined in accordance with GAAP (but excluding accounts receivable and
intangibles).

         "Total Unencumbered Assets" means the sum of (i) those Undepreciated
Real Estate Assets not subject to an Encumbrance for borrowed money and (ii) all
other assets of the Company and its Subsidiaries not subject to an Encumbrance
for borrowed money, determined in accordance with GAAP (but excluding accounts
receivable and intangibles).

         "Undepreciated Real Estate Assets" as of any date means the cost
(original cost plus capital improvements) of real estate assets of the Company
and its Subsidiaries on such date, before depreciation and amortization,
determined on a consolidated basis in accordance with GAAP.

         "Unsecured Indebtedness" means Indebtedness which is not secured by any
Encumbrance upon any of the properties of the Company or any Subsidiary.

                                   ARTICLE TWO

                               THE SERIES OF NOTES

         The following provisions of this Article Two are made pursuant to
Section 301 of the Senior Indenture in order to establish and set forth the
terms of the series of Securities described in Section 2.1.

         SECTION 2.1 TITLE OF THE SECURITIES.

         There shall be a series of Securities designated the Medium-Term Notes
Due Nine Months or More from Date of Issue (the "Notes").


                                       4
<PAGE>


         SECTION 2.2 NO LIMITATION ON AGGREGATE PRINCIPAL AMOUNT.

         The aggregate principal amount of the Notes shall be unlimited.

         Nothing contained in this Section 2.2 or elsewhere in this Supplemental
Indenture, or in the Notes, is intended to or shall limit execution by the
Company or authentication or delivery by the Trustee of Notes under the
circumstances contemplated by Sections 303, 304, 305, 306, 906, 1107 and 1305 of
the Senior Indenture.

         SECTION 2.3 TERMS AND CONDITIONS OF THE NOTES.

         The Notes shall be governed by all the terms and conditions of the
Indenture, including, without limitation, the terms and conditions set forth in
the forms of Note referred to in Section 2.9 below, as the same may be
supplemented or, to the extent allowed by the Indenture, modified by the
additional or different terms and conditions established from time to time with
respect to the Notes either in resolutions of the Board of Directors of the
Company or by action of authorized officers of the Company and, in either such
case, such additional or different terms and conditions shall be set forth in
the Notes and the related Pricing Supplement. All such terms and conditions set
forth in such Notes and in such Pricing Supplement are incorporated by reference
into this Supplemental Indenture.

         SECTION 2.4 LIMITATIONS ON INCURRENCE OF INDEBTEDNESS.

         (1) The Company will not, and will not permit any Subsidiary to, incur
any Indebtedness if, immediately after giving effect to the incurrence of such
additional Indebtedness and the application of the proceeds thereof, the
aggregate principal amount of all outstanding Indebtedness of the Company and
its Subsidiaries on a consolidated basis determined in accordance with GAAP is
greater than 60% of the sum of (without duplication) (i) the Total Assets of the
Company and its Subsidiaries as of the end of the calendar quarter covered in
the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as
the case may be, most recently filed with the Commission (or, if such filing is
not permitted under the Exchange Act, with the Trustee) prior to the incurrence
of such additional Indebtedness and (ii) the purchase price of any real estate
assets or mortgages receivable acquired, and the amount of any securities
offering proceeds received (to the extent that such proceeds were not used to
acquire real estate assets or mortgages receivable or used to reduce
Indebtedness), by the Company or any Subsidiary since the end of such calendar
quarter, including those proceeds obtained in connection with the incurrence of
such additional Indebtedness.

         (2) In addition to the limitation set forth in subsection (1) of this
Section 2.4, the Company will not, and will not permit any Subsidiary to, incur
any Indebtedness if the ratio of Consolidated Income Available for Debt Service
to the Annual Service Charge for the four consecutive fiscal quarters most
recently ended prior to the date on which such additional Indebtedness is to be
incurred shall have been less than 1.5:1, on a PRO FORMA basis after giving
effect thereto and to the application of the proceeds therefrom, and calculated
on the assumption that (i) such Indebtedness and any other Indebtedness incurred
by the Company and its Subsidiaries since the first day of such four-quarter
period and the application of the proceeds therefrom, including to refinance
other Indebtedness, had occurred at the beginning of such period; (ii) the
repayment or retirement of any other Indebtedness by the Company and its
Subsidiaries since the first day of such four-quarter period had been repaid or
retired at the beginning of such period (except that, in making such
computation, the amount of Indebtedness under any revolving credit facility
shall be computed based upon the average daily balance of such Indebtedness
during such period); (iii) in the case of Acquired Indebtedness or Indebtedness
incurred in connection with any acquisition since the first day of such
four-quarter period, the related acquisition had occurred as of the first day of
such period with the appropriate adjustments with respect to such acquisition
being included in such PRO FORMA calculation; and (iv) in the case of any
acquisition or disposition by the


                                       5
<PAGE>


Company or its Subsidiaries of any asset or group of assets since the first day
of such four-quarter period, whether by merger, stock purchase or sale, or asset
purchase or sale, such acquisition or disposition or any related repayment of
Indebtedness had occurred as of the first day of such period with the
appropriate adjustments with respect to such acquisition or disposition being
included in such PRO FORMA calculation.

         (3) In addition to the limitations set forth in subsections (1) and (2)
of this Section 2.4, the Company will not, and will not permit any Subsidiary
to, incur any Indebtedness secured by any Encumbrance upon any of the property
of the Company or any Subsidiary if, immediately after giving effect to the
incurrence of such additional Indebtedness and the application of the proceeds
thereof, the aggregate principal amount of all outstanding Indebtedness of the
Company and its Subsidiaries on a consolidated basis which is secured by any
Encumbrance on property of the Company or any Subsidiary is greater than 40% of
the sum of (without duplication) (i) the Total Assets of the Company and its
Subsidiaries as of the end of the calendar quarter covered in the Company's
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be,
most recently filed with the Commission (or, if such filing is not permitted
under the Exchange Act, with the Trustee) prior to the incurrence of such
additional Indebtedness and (ii) the purchase price of any real estate assets or
mortgages receivable acquired, and the amount of any securities offering
proceeds received (to the extent that such proceeds were not used to acquire
real estate assets or mortgages receivable or used to reduce Indebtedness), by
the Company or any Subsidiary since the end of such calendar quarter, including
those proceeds obtained in connection with the incurrence of such additional
Indebtedness.

         (4) The Company and its Subsidiaries may not at any time own Total
Unencumbered Assets equal to less than 150% of the aggregate outstanding
principal amount of the Unsecured Indebtedness of the Company and its
Subsidiaries on a consolidated basis.

         (5) For purposes of this Section 2.4, Indebtedness shall be deemed to
be "incurred" by the Company or a Subsidiary whenever the Company or such
Subsidiary shall create, assume, guarantee or otherwise become liable in respect
thereof.

         SECTION 2.5  DEFEASANCE.

          The provisions of Sections 1402 and 1403 of the Senior Indenture,
together with the other provisions of Article Fourteen of the Senior Indenture,
shall be applicable to the Notes. The provisions of Section 1403 of the Senior
Indenture shall apply to the covenants set forth in Sections 2.4 and 2.10 of
this Supplemental Indenture and to those covenants specified in Section 1403 of
the Senior Indenture.

         SECTION 2.6  EVENTS OF DEFAULT

         The provisions of clause (5) of Section 501 of the Senior Indenture as
applicable with respect to the Notes shall be deemed to be amended and restated
in their entirety to read as follows:

                  (5) default under any bond, debenture, note, mortgage,
         indenture or instrument under which there may be issued or by which
         there may be secured or evidenced any indebtedness for money borrowed
         by the Company (or by any Subsidiary, the repayment of which the
         Company has guaranteed or for which the Company is directly responsible
         or liable as obligor or guarantor), having an aggregate principal
         amount outstanding of at least $10,000,000, whether such indebtedness
         now exists or shall hereafter be created, which default shall have
         resulted in such indebtedness becoming or being declared due and
         payable prior to the date on which it would otherwise have become due
         and payable, without such indebtedness having been discharged, or such
         acceleration having been rescinded


                                       6
<PAGE>


         or annulled, within a period of 10 days after there shall have been
         given written notice, by registered or certified mail, to the Company
         by the Trustee or to the Company and the Trustee by the Holders of at
         least 10% in principal amount of the Outstanding Securities of that
         series a written notice specifying such default and requiring the
         Company to cause such indebtedness to be discharged or cause such
         acceleration to be rescinded or annulled and stating that such notice
         is a "Notice of Default" hereunder; PROVIDED, HOWEVER, that such a
         default on indebtedness which constitutes tax-exempt financing having
         an aggregate principal amount outstanding not exceeding $25,000,000
         that results solely from a failure of an entity providing credit
         support for such indebtedness to honor a demand for payment on a letter
         of credit shall not constitute an Event of Default; or

         SECTION 2.7 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         The provisions of the first paragraph of Section 502 of the Senior
Indenture as applicable with respect to the Notes shall be deemed to be amended
and restated in their entirety to read as follows:

         If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if Securities of
that series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal as may be specified in the terms thereof) of all the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal, or specified portion thereof, plus accrued
interest to the date the Securities of that series are paid, shall become
immediately due and payable. With respect to the Securities of any series, if an
Event of Default set forth in Section 501(6) of the Senior Indenture occurs and
is continuing, then in every such case all the Securities of that series shall
become immediately due and payable, without notice to the Company, at the
principal amount thereof (or, if any Securities are Original Issue Discount
Securities or Indexed Securities, such portion of the principal as may be
specified in the terms thereof) plus accrued interest to the date the Securities
of that series are paid.

         SECTION 2.8 REGISTERED SECURITIES.

         Each Note shall be issuable and transferable in fully registered
book-entry form or certificated form as specified in the applicable Pricing
Supplement.

         SECTION 2.9 FORM OF NOTES.

         The Floating Rate Notes shall be substantially in the form attached as
EXHIBIT A hereto. The Fixed Rate Notes shall be substantially in the form
attached as EXHIBIT B hereto.

         SECTION 2.10 PROVISION OF FINANCIAL INFORMATION.

         Whether or not the Company is subject to Section 13 or 15(d) of the
Exchange Act, the Company will, to the extent permitted under the Exchange Act,
file with the Commission the annual reports, quarterly reports and other
documents which the Company would have been required to file with the Commission
pursuant to such Section 13 or 15(d) if the Company were so subject, such
documents to be filed with the Commission on or prior to the respective dates
(the "Required Filing Dates") by which the Company would have been required so
to file such documents if the Company were so subject.

         The Company will also in any event (x) within 15 days of each
Required Filing Date (i) if the Company is not then subject to Section 13 or
15(d) of the Exchange Act, transmit by mail to all Holders, as their names and
addresses appear in the Security


                                       7
<PAGE>


Register, without cost to such Holders, copies of the annual reports, quarterly
reports and other documents which the Company would have been required to file
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if the
Company were subject to such Sections and (ii) file with the Trustee copies of
annual reports, quarterly reports and other documents which the Company would
have been required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act if the Company were subject to such Sections and (y) supply,
promptly upon written request and payment of the reasonable cost of duplication
and delivery, copies of such documents to any prospective Holder.

         The Trustee shall not be required to examine any of the reports and
other documents filed therewith pursuant to the provisions of this Section 2.10
or Section 7.03 of the Senior Indenture in order to determine whether the
Company is in compliance with the provisions of Section 2.4 of this Supplemental
Indenture.

         SECTION 2.11  WAIVER OF CERTAIN COVENANTS.

         Notwithstanding the provisions of Section 1009 of the Senior Indenture,
the Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1004 to 1008, inclusive, of the
Senior Indenture, with Sections 2.4 and 2.10 of this Supplemental Indenture and
with any other term, provision or condition with respect to the Notes or any
series thereof (except any such term, provision or condition which could not be
amended without the consent of all Holders of the Notes or such series thereof,
as applicable), if before or after the time for such compliance the Holders of
at least a majority in principal amount of all outstanding Notes or such series
thereof, as applicable, by Act of such Holders, either waive such compliance in
such instance or generally waive compliance with such covenant or condition.
Except to the extent so expressly waived, and until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

                                  ARTICLE THREE

                            MISCELLANEOUS PROVISIONS

         SECTION 3.1.  RATIFICATION OF SENIOR INDENTURE.

         Except as expressly modified or amended hereby, the Senior Indenture
continues in full force and effect and is in all respects confirmed and
preserved.

         SECTION 3.2.  GOVERNING LAW.

         This Supplemental Indenture and each Note shall be governed by and
construed in accordance with the laws of the State of New York. This
Supplemental Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and shall, to the extent applicable, be governed by such
provisions.

         SECTION 3.3.  COUNTERPARTS.

         This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

                            [Signature page follows.]


                                       8
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed by their respective officers hereunto duly
authorized, all as of the day and year first written above.


                                    AVALONBAY COMMUNITIES, INC.

                                    By: /s/ Richard L. Michaux
                                        ----------------------
                                            Richard L. Michaux
                                            Chief Executive Officer

Attest: /s/ Edward M. Schulman
        ----------------------
         Edward M. Schulman
         Secretary






                                    STATE STREET BANK AND TRUST COMPANY,
                                    as Trustee



                                    By: /s/ Susan Calise
                                        ------------------
                                            Susan Calise
                                            Vice President

Attest:
       ----------------------------------------
         Name:
              ---------------------------------
         Vice President


                                      S-1
<PAGE>


                                    EXHIBIT A

                           FORM OF FLOATING RATE NOTE

                                 [Face of Note]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.1

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE
OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.2

Registered No. FLR-__________                                 [PRINCIPAL AMOUNT]
CUSIP No: __________


                           AVALONBAY COMMUNITIES, INC.
                                MEDIUM-TERM NOTE
                                 (Floating Rate)

INTEREST RATE BASIS OR          ORIGINAL ISSUE DATE:       STATED MATURITY DATE:
BASES:_____________             ______________             ____________

     IF LIBOR:                       IF CMT RATE:
      [  ] LIBOR Reuters                Designated CMT Telerate Page: __________
                  Page: _____              If Telerate Page 7052:
      [  ] LIBOR Telerate                      [  ] Weekly Average
                  Page: _____                  [  ] Monthly Average
                                        Designated CMT Maturity Index: _________

INDEX CURRENCY:

INDEX MATURITY:           INITIAL INTEREST RATE: _____    INTEREST PAYMENT
                          %                               DATE(S):

SPREAD (PLUS OR MINUS):   SPREAD MULTIPLIER:              INITIAL INTEREST RESET
                                                          DATE:


--------------------
              1  This paragraph applies to global Notes only.
              2  This paragraph applies to global Notes only.


                                      A-1
<PAGE>


MINIMUM INTEREST RATE:    MAXIMUM INTEREST RATE          INTEREST RESET DATE(S):
_____%                    _____%

INITIAL REDEMPTION DATE:  INITIAL REDEMPTION             ANNUAL REDEMPTION
                          PERCENTAGE: _____%             PERCENTAGE
                                                         REDUCTION:

OPTIONAL PAYMENT DATE(S): CALCULATION AGENT:
<TABLE>
<S>                                       <C>

INTEREST CATEGORY:                        DAY COUNT CONVENTION:
  [  ] Regular Floating Rate Note          [  ] 30/360 for the period
  [  ] Floating Rate/Fixed Rate Note            from __________ to __________
       Fixed Rate Commencement Date:       [  ] Actual/360 for the period
       Fixed Interest Rate:      %              from __________ to __________
  [  ] Inverse Floating Rate Note          [  ] Actual/Actual for the period
       Fixed Interest Rate:      %              from __________ to __________
  [  ] Original Issue Discount Note             Applicable Interest Rate Basis:
       Issue Price:      %

SPECIFIED CURRENCY:                       AUTHORIZED DENOMINATION:
  [  ] US Dollars                          [  ] $1,000 and integral multiples thereof
  [  ] Other:                              [  ] Other:
</TABLE>

EXCHANGE RATE:
       U.S. $1.00 = ______

EXCHANGE RATE AGENT:

AMORTIZING SECURITY:
  [  ] Yes
  [  ] No

AMORTIZATION FORMULA:

AMORTIZATION PAYMENT DATE(S):

DEFAULT RATE:        %

ADDENDUM ATTACHED:
  [  ] Yes
  [  ] No

OTHER/ADDITIONAL PROVISIONS:

                  AVALONBAY COMMUNITIES, INC., a corporation duly organized and
existing under the laws of Maryland (hereinafter referred to as the "Company",
which term includes any successor entity under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
____________________, or registered assigns, the principal sum of
____________________, on the Stated Maturity Date specified above (or any
Redemption Date or Repayment Date, each as defined below) (each such Stated
Maturity Date, Redemption Date or Repayment Date being hereinafter referred to
as the "Maturity Date" with respect to the principal repayable on such date) and
to pay interest thereon, at a rate per annum equal to the initial Interest Rate
specified above until the Initial Interest Reset Date specified above and
thereafter at a rate determined in accordance with the provisions specified
above and on the reverse hereof or in an Addendum hereto with respect to one or
more Interest Rate Bases specified above until the principal hereof is paid or
duly made available for payment, and (to the extent that the payment of such
interest shall be legally enforceable) at the Default Rate per annum specified


                                      A-2
<PAGE>


above on any overdue principal, premium and/or interest, including any overdue
sinking fund or redemption payment. The Company will pay interest in arrears on
each Interest Payment Date, if any, specified above (each, an "Interest Payment
Date"), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date; provided,
however, that if the Original Issue Date occurs between a Record Date (as
defined below) and the next succeeding Interest Payment Date, interest payments
will commence on the second Interest Payment Date next succeeding the Original
Issue Date to the holder of this Note on the Record Date with respect to such
second Interest Payment Date.

                  Interest on this Note will accrue from, and including, the
immediately preceding Interest Payment Date to which interest has been paid or
duly provided for (or from, and including, the Original Issue Date if no
interest has been paid or duly provided for) to, but excluding, the applicable
Interest Payment Date or the Maturity Date, as the case may be (each, an
"Interest Period"). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the fifteenth
calendar day (whether or not a Business Day, as defined on the reverse hereof)
immediately preceding such Interest Payment Date (the "Record Date"); provided,
however, that interest payable on the Maturity Date will be payable to the
person to whom the principal hereof and premium, if any, hereon shall be
payable. Any such interest not so punctually paid or duly provided for
("Defaulted Interest") will forthwith cease to be payable to the holder on any
Record Date, and shall be paid to the person in whose name this Note is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
Trustee hereinafter referred to, notice whereof shall be given to the holder of
this Note by the Trustee not more than 15 days and not less than 10 days prior
to such Special Record Date or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which this Note may be listed, and upon such notice as may be required by such
exchange, all as more fully provided for in the Indenture.

                  Payment of principal, premium, if any, and interest in respect
of this Note due on the Maturity Date, or any prior date on which the principal
or an installment of principal of this Note becomes due and payable, whether by
the declaration of acceleration or otherwise, will be made in immediately
available funds upon presentation and surrender of this Note (and, with respect
to any applicable repayment of this Note, upon presentation and surrender of
this Note and a duly completed election form as contemplated on the reverse
hereof) at the office or agency maintained by the Company for that purpose in
the Borough of Manhattan, The City of New York; provided, however, that if the
Specified Currency specified above is other than United States dollars and such
payment is to be made in the Specified Currency in accordance with the
provisions set forth below, such payment may be made by wire transfer of
immediately available funds to an account with a bank designated by the holder
hereof at least 15 calendar days prior to the Maturity Date, provided that such
bank has appropriate facilities therefor and that this Note (and, if applicable,
a duly completed repayment election form) is presented and surrendered at the
aforementioned office or agency maintained by the Company in time for the
Trustee to make such payment in such funds in accordance with its normal
procedures. Payment of interest due on any Interest Payment Date other than the
Maturity Date will be made at the aforementioned office or agency maintained by
the Company or, at the option of the Company, by check mailed to the address of
the person entitled thereto as such address shall appear in the Security
Register maintained by the Trustee; provided, however, that a holder of U.S.
$10,000,000 (or, if the Specified Currency is other than United States dollars,
the equivalent thereof in the Specified Currency) or more in aggregate principal
amount of Notes (whether having identical or different terms and provisions)
will be entitled to receive interest payments on any Interest Payment Date other
than the Maturity Date by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 calendar days prior to such Interest Payment Date. Any
such wire transfer instructions received by the Trustee shall remain in effect
until revoked by such holder.

                  If any Interest Payment Date other than the Maturity Date
would otherwise be a day that is not a Business Day, such Interest Payment Date
shall be postponed to the next succeeding Business Day, except that if LIBOR is
an applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business


                                      A-3
<PAGE>


Day. If the Maturity Date falls on a day that is not a Business Day, the
required payment of principal, premium, if any, and interest shall be made on
the next succeeding Business Day with the same force and effect as if made on
the date such payment was due, and no interest shall accrue with respect to such
payment for the period from and after the Maturity Date to the date of such
payment on the next succeeding Business Day.

                  As used herein, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law, regulation or executive order to
close in The City of New York or Chicago; provided, however, that if the
Specified Currency is other than United States dollars, such day is also not a
day on which banking institutions are authorized or required by law, regulation
or executive order to close in the Principal Financial Center (as defined below)
of the country issuing the Specified Currency (or, if the Specified Currency is
European Currency Units ("ECU"), such day is not a day that appears as an ECU
non-settlement day on the display designated as "ISDE" on the Reuter Monitor
Money Rates Service (or a day so designated by the ECU Banking Association), or,
if ECU non-settlement days do not appear on that page (and are not so
designated), is not a day on which payments in ECU cannot be settled in the
international interbank market); provided, further, that if LIBOR is an
applicable Interest Rate Basis, such day is also a London Business Day (as
defined below). "London Business Day" means (i) if the Index Currency (as
defined below) is other than ECU, any day on which dealings in such Index
Currency are transacted in the London interbank market or (ii) if the Index
Currency is ECU, any day that does not appear as an ECU non-settlement day on
the display designated as "ISDE" on the Reuter Monitor Money Rates Service (or a
day so designated by the ECU Banking Association) or, if ECU non-settlement days
do not appear on that page (and are not so designated), is not a day on which
payments in ECU cannot be settled in the international interbank market.
"Principal Financial Center" means the capital city of the country issuing the
Specified Currency or, solely with respect to the calculation of LIBOR, the
Index Currency, except that with respect to United States dollars, Australian
dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss francs and ECU, the
Principal Financial Center shall be The City of New York, Sydney, Frankfurt,
Amsterdam, Milan, Zurich and Luxembourg, respectively.

                  The Company is obligated to make payments of principal,
premium, if any, and interest in respect of this Note in the Specified Currency
(or, if the Specified Currency is not at the time of such payment legal tender
for the payment of public and private debts, in such other coin or currency of
the country which issued the Specified Currency as at the time of such payment
is legal tender for the payment of such debts). If the Specified Currency is
other than United States dollars, except as provided below, any such amounts so
payable by the Company will be converted by the Exchange Rate Agent specified
above into United States dollars for payment to the holder of this Note.

                  If the Specified Currency is other than United States dollars,
the holder of this Note may elect to receive such amounts in such Specified
Currency. If the holder of this Note shall not have duly made an election to
receive all or a specified portion of any payment of principal, premium, if any,
and/or interest in respect of this Note in the Specified Currency, any United
States dollar amount to be received by the holder of this Note will be based on
the highest bid quotation in The City of New York received by the Exchange Rate
Agent at approximately 11:00 A.M., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Company for the purchase by the quoting dealer of
the Specified Currency for United States dollars for settlement on such payment
date in the aggregate amount of such Specified Currency payable to all holders
of Foreign Currency Notes scheduled to receive United States dollar payments and
at which the applicable dealer commits to execute a contract. All currency
exchange costs will be borne by the holder of this Note by deductions from such
payments. If three such bid quotations are not available, payments on this Note
will be made in the Specified Currency.

                  If the Specified Currency is other than United States dollars,
the holder of this Note may elect to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest in respect of this Note
in the Specified Currency by submitting a written request for such payment to
the Trustee at its Corporate Trust Office in The City of New York on or prior to
the applicable Record Date or at least 15 calendar days prior to the Maturity
Date, as the case may be. Such written request may be


                                      A-4
<PAGE>


mailed or hand delivered or sent by cable, telex or other form of facsimile
transmission. The holder of this Note may elect to receive all or a specified
portion of all future payments in the Specified Currency in respect of such
principal, premium, if any, and/or interest and need not file a separate
election for each payment. Such election will remain in effect until revoked by
written notice to the Trustee, but written notice of any such revocation must be
received by the Trustee on or prior to the applicable Record Date or at least 15
calendar days prior to the Maturity Date, as the case may be. If the Specified
Currency is other than United States dollars or a composite currency and the
holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency and if the Specified Currency
is not available due to the imposition of exchange controls or other
circumstances beyond the reasonable control of the Company, the Company will be
entitled to satisfy its obligations to the holder of this Note by making such
payment in United States dollars on the basis of the Market Exchange Rate (as
defined below) on the second Business Day prior to such payment date or, if such
Market Exchange Rate is not then available, on the basis of the most recently
available Market Exchange Rate or as otherwise specified on the face hereof. The
"Market Exchange Rate" for the Specified Currency means the noon dollar buying
rate in The City of New York for cable transfers for such Specified Currency as
certified for customs purposes by (or if not so certified, as otherwise
determined by) the Federal Reserve Bank of New York. Any payment made under such
circumstances in United States dollars will not constitute an Event of Default
(as defined in the Indenture) with respect to this Note.

                  If the Specified Currency is a composite currency and the
holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency and if such composite currency
is unavailable due to the imposition of exchange controls or other circumstances
beyond the reasonable control of the Company, then the Company will be entitled
to satisfy its obligations to the holder of this Note by making such payment in
United States dollars. The amount of each payment in United States dollars shall
be computed by the Exchange Rate Agent on the basis of the equivalent of the
composite currency in United States dollars. The component currencies of the
composite currency for this purpose (collectively, the "Component Currencies"
and each, a "Component Currency") shall be the currency amounts that were
components of the composite currency as of the last day on which the composite
currency was used. The equivalent of the composite currency in United States
dollars shall be calculated by aggregating the United States dollar equivalents
of the Component Currencies. The United States dollar equivalent of each of the
Component Currencies shall be determined by the Exchange Rate Agent on the basis
of the most recently available Market Exchange Rate for each such Component
Currency, or as otherwise specified on the face hereof.

                  If the official unit of any Component Currency is altered by
way of combination or subdivision, the number of units of the currency as a
Component Currency shall be divided or multiplied in the same proportion. If two
or more Component Currencies are consolidated into a single currency, the
amounts of those currencies as Component Currencies shall be replaced by an
amount in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such single currency. If any
Component Currency is divided into two or more currencies, the amount of the
original Component Currency shall be replaced by the amounts of such two or more
currencies, the sum of which shall be equal to the amount of the original
Component Currency.

                  All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and binding on the holder of this Note.

                  Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof and, if so specified above on the face
hereof, in the Addendum hereto, which further provisions shall have the same
force and effect as if set forth on the face hereof.

                  Notwithstanding any provisions to the contrary contained
herein, if the face of this Note specifies that an Addendum is attached hereto
or that "Other/Additional Provisions" apply to this Note, this Note shall be
subject to the terms set forth in such Addendum or such "Other/Additional
Provisions".


                                      A-5
<PAGE>


                  Unless the Certificate of Authentication hereon has been
executed by the Trustee or its Authenticating Agent by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                  IN WITNESS WHEREOF, AvalonBay Communities, Inc. has caused
this Note to be duly executed under its corporate seal.



Dated:                               AVALONBAY COMMUNITIES, INC.
      ---------------

                                     By:
                                        ----------------------------------------
                                          Richard L. Michaux
                                          President and Chief Executive Officer

[Corporate Seal]

Attest:


------------------------------------
         Edward M. Schulman
         Secretary

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                            STATE STREET BANK AND TRUST COMPANY,
                                            as Trustee

Dated:                                      By
      ---------------                         ----------------------------------
                                                 Robert J. Dunn
                                                 Vice President


                                      A-6
<PAGE>


                                [Reverse Of Note]

                           AVALONBAY COMMUNITIES, INC.
                                MEDIUM-TERM NOTE
                                 (Floating Rate)

                  This Note is one of a duly authorized series of Securities
(the "Securities") of the Company issued and to be issued under an Indenture,
dated as of January 16, 1998, as amended and supplemented by the First
Supplemental Indenture dated as of January 20, 1998, the Second Supplemental
Indenture dated July 7, 1998 and the Amended and Restated Third Supplemental
Indenture dated July 10, 2000, as further amended, modified or supplemented from
time to time (the "Indenture"), between the Company and State Street Bank and
Trust Company, as Trustee (the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Note is one of
the series of Securities designated as "Medium-Term Notes Due Nine Months or
More from Date of Issue" (the "Notes"). All terms used but not defined in this
Note or in an Addendum hereto shall have the meanings assigned to such terms in
the Indenture or on the face hereof, as the case may be.

                  This Note is issuable only in registered form without coupons
in minimum denominations of U.S. $1,000 and integral multiples thereof or the
minimum Authorized Denomination specified on the face hereof.

                  This Note will not be subject to any sinking fund and, unless
otherwise specified on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or repayable prior to the
Stated Maturity Date.

                  This Note will be subject to redemption at the option of the
Company on any date on and after the Initial Redemption Date, if any, specified
on the face hereof, in whole or from time to time in part in increments of U.S.
$1,000 or the minimum Authorized Denomination (provided that any remaining
principal amount hereof shall be at least U.S. $1,000 or such minimum Authorized
Denomination), at the Redemption Price (as defined below), together with unpaid
interest accrued thereon to the date fixed for redemption (each, a "Redemption
Date"), on notice given not more than 60 nor less than 30 calendar days prior to
the Redemption Date and in accordance with the provisions of the Indenture. The
"Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage shall decline at each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified on the face hereof until the Redemption Price is
100% of the unpaid principal amount to be redeemed. In the event of redemption
of this Note in part only, a new Note of like tenor for the unredeemed portion
hereof and otherwise having the same terms as this Note shall be issued in the
name of the holder hereof upon the presentation and surrender hereof.

                  This Note will be subject to repayment by the Company at the
option of the holder hereof on the Optional Repayment Date(s), if any, specified
on the face hereof, in whole or in part in increments of U.S. $1,000 or the
minimum Authorized Denomination (provided that any remaining principal amount
hereof shall be at least U.S. $1,000 or such minimum Authorized Denomination),
at a repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued thereon to the date fixed for repayment
(each, a "Repayment Date"). For this Note to be repaid, the Trustee must receive
at its office in the Borough of Manhattan, The City of New York, referred to on
the face hereof, at least 30 days but not more than 60 days prior to the
Repayment Date (i) this Note and the form hereon entitled "Option to Elect
Repayment" duly completed or (ii) a telegram, telex, facsimile transmission, or
a letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company in
the United States setting forth the name of the holder


                                      A-7
<PAGE>


hereof, the principal amount of this Note, the principal amount of this Note to
be repaid, the certificate number or a description of the tenor and terms of
this Note, a statement that the option to elect repayment is being exercised
thereby, and a guarantee that this Note, together with the form hereon entitled
"Option to Elect Repayment" duly completed, will be received by the Trustee not
later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter, provided that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and duly completed
form are received by the Trustee by such fifth Business Day. Exercise of such
repayment option by the holder hereof will be irrevocable. In the event of
repayment of this Note in part only, a new Note of like tenor for the unrepaid
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the holder hereof upon the presentation and surrender hereof.

                  If this Note is an Original Issue Discount Note as specified
on the face hereof, the amount payable to the holder of this Note in the event
of redemption, repayment or acceleration of maturity of this Note will be equal
to the sum of (i) the Issue Price specified on the face hereof (increased by any
accruals of the Discount, as defined below) and, in the event of any redemption
of this Note (if applicable), multiplied by the Initial Redemption Percentage
(as adjusted by the Annual Redemption Percentage Reduction, if applicable) and
(ii) any unpaid interest on this Note accrued from the Original Issue Date to
the Redemption Date, Repayment Date or date of acceleration of maturity, as the
case may be. The difference between the Issue Price and 100% of the principal
amount of this Note is referred to herein as the "Discount."

                  For purposes of determining the amount of Discount that has
accrued as of any Redemption Date, Repayment Date or date of acceleration of
maturity of this Note, such Discount will be accrued using a constant yield
method. The constant yield will be calculated using a 30-day month, 360-day year
convention, a compounding period that, except for the Initial Period (as defined
below), corresponds to the shortest period between Interest Payment Dates (with
ratable accruals within a compounding period), a coupon rate equal to the
initial coupon rate applicable to this Note and an assumption that the maturity
of this Note will not be accelerated. If the period from the Original Issue Date
to the initial Interest Payment Date (the "Initial Period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding period will be accrued. If the Initial Period is longer than
the compounding period, then such period will be divided into a regular
compounding period and a short period, with the short period being treated as
provided in the preceding sentence.

                  The interest rate borne by this Note will be determined as
follows:

                  (i) Unless the Interest Category of this Note is specified on
the face hereof as a "Floating Rate/Fixed Rate Note" or an "Inverse Floating
Rate Note" or as otherwise specified as Other/Additional Provisions on the face
hereof or in an Addendum hereto, this Note shall be designated as a "Regular
Floating Rate Note" and, except as set forth below or specified on the face
hereof or in an Addendum hereto, shall bear interest at the rate determined by
reference to the applicable Interest Rate Basis or Bases (a) plus or minus the
Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any, in each
case as specified on the face hereof.

                  Commencing on the Initial Interest Reset Date, the rate at
which interest on this Note shall be payable shall be reset as of each Interest
Reset Date specified on the face hereof; provided, however, that the interest
rate in effect for the period, if any, from the Original Issue Date to the
Initial Interest Reset Date shall be the Initial Interest Rate.

                  (ii) If the Interest Category of this Note is specified on the
face hereof as a "Floating Rate/Fixed Rate Note", then, except as set forth
below or specified on the face hereof or in an Addendum hereto, this Note shall
bear interest at the rate determined by reference to the applicable Interest
Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied
by the Spread Multiplier, if any. Commencing on the Initial Interest Reset Date,
the rate at which interest on this Note shall be payable shall be reset as of
each Interest Reset Date; provided, however, that (y) the interest rate in
effect for the period, if any, from the Original Issue Date to the Initial
Interest Reset Date shall be the Initial Interest Rate and (z) the interest rate
in effect for the period commencing on the Fixed Rate Commencement


                                      A-8
<PAGE>


Date specified on the face hereof to the Maturity Date shall be the Fixed
Interest Rate specified on the face hereof or, if no such Fixed Interest Rate is
specified, the interest rate in effect hereon on the day immediately preceding
the Fixed Rate Commencement Date.

                  (iii) If the Interest Category of this Note is specified on
the face hereof as an "Inverse Floating Rate Note," then, except as set forth
below or specified on the face hereof or in an Addendum hereto, this Note shall
bear interest at the Fixed Interest Rate minus the rate determined by reference
to the applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if
any, and/or (b) multiplied by the Spread Multiplier, if any; provided, however,
that, unless otherwise specified on the face hereof or in an Addendum hereto,
the interest rate hereon shall not be less than zero. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note shall be payable
shall be reset as of each Interest Reset Date; provided, however, that the
interest rate in effect for the period, if any, from the Original Issue Date to
the Initial Interest Reset Date shall be the Initial Interest Rate.

                  Except as set forth above or specified on the face hereof or
in an Addendum hereto, the interest rate in effect on each day shall be (i) if
such day is an Interest Reset Date, the interest rate determined as of the
Interest Determination Date (as defined below) immediately preceding such
Interest Reset Date or (ii) if such day is not an Interest Reset Date, the
interest rate determined as of the Interest Determination Date immediately
preceding the most recent Interest Reset Date. If any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding Business Day, except that if LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day. In addition, if the Treasury Rate is an applicable
Interest Rate Basis and the Interest Determination Date would otherwise fall on
an Interest Reset Date, then such Interest Reset Date will be postponed to the
next succeeding Business Day.

                  The interest rate applicable to each Interest Reset Period
commencing on the related Interest Reset Date will be determined by the
Calculation Agent as of the applicable Interest Determination Date and will be
calculated by the Calculation Agent on or prior to the Calculation Date (as
defined below), except with respect to LIBOR and the Eleventh District Cost of
Funds Rate, which will be calculated on such Interest Determination Date. The
"Interest Determination Date" with respect to the CD Rate, the CMT Rate, the
Commercial Paper Rate, the Federal Funds Rate and the Prime Rate will be the
second Business Day immediately preceding the applicable Interest Reset Date;
the "Interest Determination Date" with respect to the Eleventh District Cost of
Funds Rate shall be the last business day of the month immediately preceding the
applicable Interest Reset Date on which the Federal Home Loan Bank of San
Francisco (the "FHLB of San Francisco") publishes the Index (as defined below);
and the "Interest Determination Date" with respect to LIBOR shall be the second
London Business Day immediately preceding the applicable Interest Reset Date,
unless the Index Currency is British pounds sterling, in which case the
"Interest Determination Date" will be the applicable Interest Reset Date. The
"Interest Determination Date", with respect to the Treasury Rate shall be the
day in the week in which the applicable Interest Reset Date falls on which day
Treasury Bills (as defined below) are normally auctioned (Treasury Bills are
normally sold at an auction held on Monday of each week, unless that day is a
legal holiday, in which case the auction is normally held on the following
Tuesday, except that such auction may be held on the preceding Friday);
provided, however, that if an auction is held on the Friday of the week
preceding the applicable Interest Reset Date, the "Interest Determination Date"
shall be such preceding Friday. If the interest rate of this Note is determined
with reference to two or more Interest Rate Bases specified on the face hereof,
the "Interest Determination Date" pertaining to this Note shall be the most
recent Business Day which is at least two Business Days prior to the applicable
Interest Reset Date on which each Interest Rate Basis is determinable. Each
Interest Rate Basis shall be determined as of such date, and the applicable
interest rate shall take effect on the applicable Interest Reset Date.

                  Unless otherwise specified on the face hereof or in an
Addendum hereto, the rate with respect to each Interest Rate Basis will be
determined in accordance with the following provisions:

                  CD RATE. If an Interest Rate Basis for this Note is specified
on the face hereof as the CD Rate, the CD Rate shall be determined as of the
applicable Interest Determination Date (a "CD Rate Interest Determination Date")
as the rate on such date for negotiable United States dollar certificates of


                                      A-9
<PAGE>


deposit having the Index Maturity specified on the face hereof as published by
the Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)")
under the heading "CDS (Secondary Market)," or, if not published by 3:00 P.M.,
New York City time, on the related Calculation Date, the rate on such CD Rate
Interest Determination Date for negotiable United States dollar certificates of
deposit of the Index Maturity as published by the Federal Reserve Bank of New
York in its daily statistical release "Composite 3:30 P.M. Quotations for United
States Government Securities" or any successor publication ("Composite
Quotations") under the heading "Certificates of Deposit." If such rate is not
yet published in either H.15(519) or Composite Quotations by 3:00 P.M., New York
City time, on the related Calculation Date, then the CD Rate on such CD Rate
Interest Determination Date will be calculated by the Calculation Agent
specified on the face hereof and will be the arithmetic mean of the secondary
market offered rates as of 10:00 A.M., New York City time, on such CD Rate
Interest Determination Date, of three leading nonbank dealers in negotiable
United States dollar certificates of deposit in The City of New York selected by
the Calculation Agent for negotiable United States dollar certificates of
deposit of major United States money center banks in the market for negotiable
United States dollar certificates of deposit with a remaining maturity closest
to the Index Maturity in an amount that is representative for a single
transaction in that market at that time; provided, however, that if the dealers
so selected by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate determined as of such CD Rate Interest Determination Date
will be the CD Rate in effect on such CD Rate Interest Determination Date.

                  CMT RATE. If an Interest Rate Basis for this Note is specified
on the face hereof as the CMT Rate, the CMT Rate shall be determined as of the
applicable Interest Determination Date (a "CMT Rate Interest Determination
Date") as the rate displayed on the Designated CMT Telerate Page (as defined
below) under the caption ". . . Treasury Constant Maturities . . . Federal
Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.," under the
column for the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
weekly or monthly average, as specified on the face hereof, for the week or
month, as applicable, ended immediately preceding the week or month, as
applicable, in which the related CMT Rate Interest Determination Date occurs. If
such rate is no longer displayed on the relevant page or is not displayed by
3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index as published in
H.15(519). If such rate is no longer published or is not published by 3:00 P.M.,
New York City time, on the related Calculation Date, then the CMT Rate on such
CMT Rate Interest Determination Date will be such treasury constant maturity
rate for the Designated CMT Maturity Index (or other United States Treasury rate
for the Designated CMT Maturity Index) for the CMT Rate Interest Determination
Date with respect to such Interest Reset Date as may then be published by either
the Board of Governors of the Federal Reserve System or the United States
Department of the Treasury that the Calculation Agent determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate Page
and published in H.15(519). If such information is not provided by 3:00 P.M.,
New York City time, on the related Calculation Date, then the CMT Rate on the
CMT Rate Interest Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity, based on the arithmetic mean of the secondary
market closing offer side prices as of approximately 3:30 P.M., New York City
time, on such CMT Rate Interest Determination Date reported, according to their
written records, by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York selected by the
Calculation Agent (from five such Reference Dealers selected by the Calculation
Agent and eliminating the highest quotation (or, in the event of equality, one
of the highest) and the lowest quotation (or, in the event of equality, one of
the


                                      A-10
<PAGE>


lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent is unable to obtain three such Treasury Note quotations, the
CMT Rate on such CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic mean
of the secondary market offer side prices as of approximately 3:30 P.M., New
York City time, on such CMT Rate Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in an amount of at least U.S.$100 million. If three or four (and not
five) of such Reference Dealers are quoting as described above, then the CMT
Rate will be based on the arithmetic mean of the offer prices obtained and
neither the highest nor the lowest of such quotes will be eliminated; provided,
however, that if fewer than three Reference Dealers selected by the Calculation
Agent are quoting as mentioned herein, the CMT Rate determined as of such CMT
Rate Interest Determination Date will be the CMT Rate in effect on such CMT Rate
Interest Determination Date. If two Treasury Notes with an original maturity as
described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the Calculation Agent will
obtain quotations for the Treasury Note with the shorter remaining term to
maturity and will use such quotations to calculate the CMT Rate as set forth
above.

                  "Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service (or any successor service) on the page specified on the
face hereof (or any other page as may replace such page on that service (or any
successor service) for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519)). If no such page is specified on the face hereof, the
Designated CMT Telerate Page shall be 7052, for the most recent week.

                  "Designated CMT Maturity Index" means the original period to
maturity of the United States Treasury securities (either one, two, three, five,
seven, 10, 20 or 30 years) specified on the face hereof with respect to which
the CMT Rate will be calculated. If no such maturity is specified on the face
hereof, the Designated CMT Maturity Index shall be two years.

                  COMMERCIAL PAPER RATE. If an Interest Rate Basis for this Note
is specified on the face hereof as the Commercial Paper Rate, the Commercial
Paper Rate shall be determined as of the applicable Interest Determination Date
(a "Commercial Paper Rate Interest Determination Date") as the Money Market
Yield (as defined below) on such date of the rate for commercial paper having
the Index Maturity as published in H.15(519) under the heading "Commercial Paper
- NonFinancial."

                   In the event that such rate is not published by 3:00 P.M.,
New York City time, on the related Calculation Date, then the Commercial Paper
Rate on such Commercial Paper Rate Interest Determination Date will be the Money
Market Yield of the rate or commercial paper having the Index Maturity as
published in Composite Quotations under the heading "Commercial Paper" (with an
Index Maturity of one month or three months being deemed to be equivalent to an
Index Maturity of 30 days or 90 days, respectively). If such rate is not yet
published in either H.l5(519) or Composite Quotations by 3:00 P.M., New York
City time, on the related Calculation Date, then the Commercial Paper Rate on
such Commercial Paper Rate Interest Determination Date will be calculated by the
Calculation Agent and shall be the Money Market Yield of the arithmetic mean of
the offered rates at approximately 11:00 A.M., New York City time, on such
Commercial Paper Rate Interest Determination Date of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper having the Index Maturity placed for an industrial issuer whose
bond rating is "AAA," or the equivalent, from a nationally recognized
statistical rating organization; provided, however, that if the dealers so
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Commercial Paper Rate determined as of such Commercial Paper Rate Interest
Determination Date will be the Commercial Paper Rate in effect on such
Commercial Paper Rate Interest Determination Date.

                  "Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:

                  Money Market Yield =          D X 360                 x 100
                                            ------------------
                                                 360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the Interest Period for which interest is being calculated.


                                      A-11

<PAGE>


                  ELEVENTH DISTRICT COST OF FUNDS RATE. If an Interest Rate
Basis for this Note is specified on the face hereof as the Eleventh District
Cost of Funds Rate, the Eleventh District Cost of Funds Rate shall be determined
as of the applicable Interest Determination Date (an "Eleventh District Cost of
Funds Rate Interest Determination Date") as the rate equal to the monthly
weighted average cost of funds for the calendar month immediately preceding the
month in which such Eleventh District Cost of Funds Rate Interest Determination
Date falls, as set forth under the caption "llth District" on Telerate Page 7058
as of 11:00 A.M., San Francisco time, on such Eleventh District Cost of Funds
Rate Interest Determination Date. If such rate does not appear on Telerate Page
7058 on such Eleventh District Cost of Funds Rate Interest Determination Date,
then the Eleventh District Cost of Funds Rate on such Eleventh District Cost of
Funds Rate Interest Determination Date shall be the monthly weighted average
cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination Date. If the
FHLB of San Francisco fails to announce the Index on or prior to such Eleventh
District Cost of Funds Rate Interest Determination Date for the calendar month
immediately preceding such Eleventh District Cost of Funds Rate Interest
Determination Date, the Eleventh District Cost of Funds Rate determined as of
such Eleventh District Cost of Funds Rate Interest Determination Date will be
the Eleventh District Cost of Funds Rate in effect on such Eleventh District
Cost of Funds Rate Interest Determination Date.

                  FEDERAL FUNDS RATE. If an Interest Rate Basis for this Note is
specified on the face hereof as the Federal Funds Rate, the Federal Funds Rate
shall be determined as of the applicable Interest Determination Date (a "Federal
Funds Rate Interest Determination Date") as the rate on such date for United
States dollar federal funds as published in H.15(519) under the heading "Federal
Funds (Effective)" or, if not published by 3:00 P.M., New York City time, on the
Calculation Date, the rate on such Federal Funds Rate Interest Determination
Date as published in Composite Quotations under the heading "Federal
Funds/Effective Rate." If such rate is not published in either H.15(519) or
Composite Quotations by 3:00 P.M., New York City time, on the related
Calculation Date, then the Federal Funds Rate on such Federal Funds Interest
Determination Date shall be calculated by the Calculation Agent and will be the
arithmetic mean of the rates for the last transaction in overnight United States
dollar federal funds arranged by three leading brokers of federal funds
transactions in The City of New York selected by the Calculation Agent, prior to
9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination
Date; provided, however, that if the brokers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Federal Funds Rate
determined as of such Federal Funds Rate Interest Determination Date will be the
Federal Funds Rate in effect on such Federal Funds Rate Interest Determination
Date.

                  LIBOR. If an Interest Rate Basis for this Note is specified on
the face hereof as LIBOR, LIBOR shall be determined by the Calculation Agent as
of the applicable Interest Determination Date (a "LIBOR Interest Determination
Date") in accordance with the following provisions:

                           (i) if (a) "LIBOR Reuters" is specified on the face
         hereof, the arithmetic mean of the offered rates (unless the Designated
         LIBOR Page (as defined below) by its terms provides only for a single
         rate, in which case such single rate will be used) for deposits in the
         Index Currency having the Index Maturity, commencing on the applicable
         Interest Reset Date, that appear (or, if only a single rate is required
         as aforesaid, appears) on the Designated LIBOR Page (as defined below)
         as of 11:00 A.M., London time, on such LIBOR Interest Determination
         Date, or (b) "LIBOR Telerate" is specified on the face hereof, or if
         neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the face
         hereof as the method for calculating LIBOR, the rate for deposits in
         the Index Currency having the Index Maturity, commencing on such
         Interest Reset Date, that appears on the Designated LIBOR Page as of
         11:00 A.M., London time, on such LIBOR Interest Determination Date. If
         fewer than two such offered rates appear, or if no such rate appears,
         as applicable, LIBOR on such LIBOR Interest Determination Date shall be
         determined in accordance with the provisions described in clause (ii)
         below.

                           (ii) With respect to a LIBOR Interest Determination
         Date on which fewer than two offered rates appear, or no rate appears,
         as the case may be, on the Designated LIBOR Page as specified in clause
         (i) above, the Calculation Agent shall request the principal London


                                      A-12
<PAGE>


         offices of each of four major reference banks in the London interbank
         market, as selected by the Calculation Agent, to provide the
         Calculation Agent with its offered quotation for deposits in the Index
         Currency for the period of the Index Maturity, commencing on the
         applicable Interest Reset Date, to prime banks in the London interbank
         market at approximately 11:00 A.M., London time, on such LIBOR Interest
         Determination Date and in a principal amount that is representative for
         a single transaction in such Index Currency in such market at such
         time. If at least two such quotations are so provided, then LIBOR on
         such LIBOR Interest Determination Date will be the arithmetic mean of
         such quotations. If fewer than two such quotations are so provided,
         then LIBOR on such LIBOR Interest Determination Date will be the
         arithmetic mean of the rates quoted at approximately 11:00 A.M., in the
         applicable Principal Financial Center, on such LIBOR Interest
         Determination Date by three major banks in such Principal Financial
         Center selected by the Calculation Agent for loans in the Index
         Currency to leading European banks, having the Index Maturity and in a
         principal amount that is representative for a single transaction in
         such Index Currency in such market at such time; provided, however,
         that if the banks so selected by the Calculation Agent are not quoting
         as mentioned in this sentence, LIBOR determined as of such LIBOR
         Interest Determination Date shall be LIBOR in effect on such LIBOR
         Interest Determination Date.

                  "Index Currency" means the currency or composite currency
specified on the face hereof as to which LIBOR shall be calculated. If no such
currency or composite currency is specified on the face hereof, the Index
Currency shall be United States dollars.

                  "Designated LIBOR Page" means (a) if "LIBOR Reuters" is
specified on the face hereof, the display on the Reuter Monitor Money Rates
Service (or any successor service) on the page specified on the face hereof (or
any other page as may replace such page on such service (or any successor
service)), for the purpose of displaying the London interbank rates of major
banks for the Index Currency, or (b) if "LIBOR Telerate" is specified on the
face hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the
face hereof as the method for calculating LIBOR, the display on the Dow Jones
Telerate Service (or any successor service) on the page specified on the face
hereof (or any other page as may replace such page on such service (or any
successor service)), for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency.

                  PRIME RATE. If an Interest Rate Basis for this Note is
specified on the face hereto as the Prime Rate, the Prime Rate shall be
determined as of the applicable Interest Determination Date (a "Prime Rate
Interest Determination Date") as the rate on such date as such rate is published
in H.15(519) under the heading "Bank Prime Loan." If such rate is not published
prior to 3:00 P.M., New York City time, on the related Calculation Date, then
the Prime Rate shall be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen USPRIME1 Page (as
defined below) as such bank's prime rate or base lending rate as in effect for
such Prime Rate Interest Determination Date. If fewer than four such rates
appear on the Reuters Screen USPRIME1 Page for such Prime Rate Interest
Determination Date, then the Prime Rate shall be the arithmetic mean of the
prime rates quoted on the basis of the actual number of days in the year divided
by a 360-day year as of the close of business on such Prime Rate Interest
Determination Date by four major money center banks in The City of New York
selected by the Calculation Agent. If fewer than four such quotations are so
provided, the Prime Rate shall be the arithmetic mean of four prime rates quoted
on the basis of the actual number of days in the year divided by a 360-day year
as of the close of business on such Prime Rate Interest Determination Date as
furnished in The City of New York by the major money center banks, if any, that
have provided such quotations and by a reasonable number of substitute banks or
trust companies to obtain four such prime rate quotations, provided such
substitute banks or trust companies are organized and doing business under the
laws of the United States, or any State thereof, each having total equity
capital of at least U.S.$500 million and being subject to supervision or
examination by Federal or State authority, selected by the Calculation Agent to
provide such rate or rates; provided, however, that if the banks or trust
companies so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the Prime Rate determined as of such Prime Rate Interest
Determination Date will be the Prime Rate in effect on such Prime Rate Interest
Determination Date.


                                      A-13
<PAGE>


                  "Reuters Screen USPRIME1 Page" means the display designated as
page "USPRIME1" on the Reuter Monitor Money Rates Service (or any successor
service) (or such other page as may replace the USPRIME1 page on such service
(or any successor service) for the purpose of displaying prime rates or base
lending rates of major United States banks).

                  TREASURY RATE. If an Interest Rate Basis for this Note is
specified on the face hereof as the Treasury Rate, the Treasury Rate shall be
determined as of the applicable Interest Determination Date (a "Treasury Rate
Interest Determination Date") as the rate from the auction held on such Treasury
Rate Interest Determination Date (the "Auction") of direct obligations of the
United States ("Treasury Bills") having the Index Maturity, as such rate is
published in H.15(519) under the heading "Treasury bills-auction average
(investment)" or, if not published by 3:00 P.M., New York City time, on the
related Calculation Date, the auction average rate of such Treasury Bills
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced by the United
States Department of the Treasury. In the event that the results of the Auction
of Treasury Bills having the Index Maturity are not reported as provided above
by 3:00 P.M., New York City time, on such Calculation Date, or if no such
Auction is held, then the Treasury Rate shall be calculated by the Calculation
Agent and shall be a yield to maturity (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on such Treasury Rate Interest Determination
Date, of three leading primary United States government securities dealers
selected by the Calculation Agent, for the issue of Treasury Bills with a
remaining maturity closest to the Index Maturity; provided, however, that if the
dealers so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the Treasury Rate determined as of such Treasury Rate Interest
Determination Date will be the Treasury Rate in effect on such Treasury Rate
Interest Determination Date.

                  Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, in each case as specified on the face hereof. The
interest rate on this Note will in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law of
general application.

                  The "Calculation Date", if applicable, pertaining to any
Interest Determination Date shall be the earlier of (i) the tenth calendar day
after such Interest Determination Date or, if such day is not a Business Day,
the next succeeding Business Day or (ii) the Business Day immediately preceding
the applicable Interest Payment Date or the Maturity Date, as the case may be.
At the request of the Holder hereof, the Calculation Agent will provide to the
Holder hereof the interest rate hereon then in effect and, if determined, the
interest rate that will become effective as a result of a determination made for
the next succeeding Interest Reset Date.

                  Accrued interest hereon shall be an amount calculated by
multiplying the principal amount hereof by an accrued interest factor. Such
accrued interest factor shall be computed by adding the interest factor
calculated for each day in the applicable Interest Period. Unless otherwise
specified as the Day Count Convention on the face hereof, the interest factor
for each such date shall be computed by dividing the interest rate applicable to
such day by 360 if the CD Rate, the Commercial Paper Rate, the Eleventh District
Cost of Funds Rate, the Federal Funds Rate, LIBOR or the Prime Rate is an
applicable Interest Rate Basis or by the actual number of days in the year if
the CMT Rate or the Treasury Rate is an applicable Interest Rate Basis. Unless
otherwise specified as the Day Count Convention on the face hereof, the interest
factor for this Note, if the interest rate is calculated with reference to two
or more Interest Rate Bases, shall be calculated in each period in the same
manner as if only the Applicable Interest Rate Basis specified on the face
hereof applied. All percentages resulting from any calculation on this Note
shall be rounded to the nearest one hundred-thousandth of a percentage point,
with five one-millionths of a percentage point rounded upwards (e.g., 5.876545%
(or .05876545) would be rounded to 5.87655% (or .0587655)), and all amounts used
in or resulting from such calculation on this Note shall be rounded, in the case
of United States dollars, to the nearest cent or, in the case of a Specified
Currency other than United States dollars or a composite currency, to the
nearest unit (with one-half cent or unit being rounded upwards).


                                      A-14
<PAGE>


                  If an Event of Default, as defined in the Indenture, shall
occur and be continuing, the principal of the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.

                  The Indenture contains provisions for defeasance of (i) the
entire indebtedness of the Notes or (ii) certain covenants and Events of Default
with respect to the Notes, in each case upon compliance with certain conditions
set forth therein, which provisions apply to the Notes.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the holders of the Securities at
any time by the Company and the Trustee with the consent of the holders of not
less than a majority of the aggregate principal amount of all Securities at the
time outstanding and affected thereby. The Indenture also contains provisions
permitting the holders of not less than a majority of the aggregate principal
amount of the outstanding Securities of any series, on behalf of the holders of
all such Securities, to waive compliance by the Company with certain provisions
of the Indenture. Furthermore, provisions in the Indenture permit the holders of
not less than a majority of the aggregate principal amount of the outstanding
Securities of any series, in certain instances, to waive, on behalf of all of
the holders of Securities of such series, certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the holder of
this Note shall be conclusive and binding upon such holder and upon all future
holders of this Note and other Notes issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay principal, premium, if any, and
interest in respect of this Note at the times, places and rate or formula, and
in the coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein and herein set forth, the transfer of this Note is
registrable in the Security Register of the Company upon surrender of this Note
for registration of transfer at the office or agency of the Company in any place
where the principal hereof and any premium or interest hereon are payable, duly
endorsed by, or accompanied by a written instrument of transfer, in form
satisfactory to the Company and the Security Registrar, duly executed by the
holder hereof or by his attorney duly authorized in writing, and thereupon one
or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

                  As provided in the Indenture and subject to certain
limitations therein and herein set forth, this Note is exchangeable for a like
aggregate principal amount of Notes of different authorized denominations but
otherwise having the same terms and conditions, as requested by the holder
hereof surrendering the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the holder in whose name this Note is registered as the owner thereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.

                  This Note and all documents, agreements, understandings and
arrangements relating to any transaction contemplated hereby or thereby have
been executed or entered into by the undersigned in his/her capacity as an
officer of the Company which has been formed as a Maryland corporation, and not
individually. No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in this Note, or because of any indebtedness
evidenced hereby or thereby, shall be had against any promoter, as such, or
against any past, present or future shareholder, officer or director, as


                                      A-15
<PAGE>


such, of the Company or of any successor, either directly or through the Company
or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of this Note by the holder thereof and as part of the consideration
for the issue of this Note.

                  THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused "CUSIP"
numbers to be printed on the Securities of this series as a convenience to the
holders of such Securities. No representation is made as to the correctness or
accuracy of such CUSIP numbers as printed on the Securities, and reliance may be
placed only on the other identification numbers printed hereon.

                                  ABBREVIATIONS

                  The  following abbreviations, when used in the inscription on
the face of this Note, shall be construed as though they were written out in
full according to applicable laws or regulations:

         TEN COM - as tenants in common
         TEN ENT - as tenants by the entireties
         JT TEN - as joint tenants with right of survivorship and not as tenants
         in common UNIF GIFT MIN ACT - __________ Custodian __________
                                         (Cust)               (Minor)

         Under Uniform Gifts to Minors Act _____________________
                                                  (State)

         Additional abbreviations may also be used though not in the above list.


                                      A-16
<PAGE>


================================================================================


                                 ASSIGNMENT FORM


                   FOR VALUE RECEIVED, the undersigned hereby
                     sell(s), assign(s) and transfer(s) unto


  PLEASE INSERT SOCIAL
  SECURITY OR OTHER IDENTIFYING
  NUMBER OF ASSIGNEE
---------------------------------
                                 ...............................................
---------------------------------


 ................................................................................

              (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
                          POSTAL ZIP CODE OF ASSIGNEE)


this Note and all rights thereunder and hereby does irrevocably constitute and
appoint


 ........................................................................Attorney
to transfer this Note on the books of the within-named Company with
full power of substitution in the premises.


Dated:   ...............................            ............................
                                                              (SIGNATURE)

                                                     ...........................
                                                              (SIGNATURE)

                                                     ...........................
                                                              (SIGNATURE)

NOTICE: The signature(s) on this Assignment must correspond with the name(s) as
written on the first page of this Note in every particular, without alteration
or enlargement or any change whatsoever.


================================================================================


                                      A-17
<PAGE>


================================================================================


                            OPTION TO ELECT REPAYMENT

                  The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to 100% of the principal amount to be repaid,
together with unpaid interest accrued hereon to the Repayment Date, to the
undersigned, at

 ................................................................................
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF THE
UNDERSIGNED)

                  For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office in the Borough of Manhattan, The City of New York, this
Note with this "Option to Elect Repayment" form duly completed.

                  If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of U.S. $1,000
(or, if the Specified Currency is other than United States dollars, the minimum
Authorized Denomination specified on the face hereof)) which the holder elects
to have repaid and specify the denomination or denominations (which shall be an
Authorized Denomination) of the Notes to be issued to the holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).

Principal Amount to be Repaid:  $ ..............................


Dated:   ...............................            ............................
                                                            (SIGNATURE)

                                                     ...........................
                                                            (SIGNATURE)

                                                     ...........................
                                                            (SIGNATURE)


NOTICE: The signature(s) on this Option to Elect Repayment must correspond with
the name(s) as written upon the face of this Note in every particular, without
alteration or enlargement or any change whatsoever.


================================================================================


                                      A-18
<PAGE>


                                    EXHIBIT B

                             FORM OF FIXED RATE NOTE

                                 [Face of Note]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.3

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE
OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.4

Registered No. FXR-__________                                 [PRINCIPAL AMOUNT]
CUSIP No: __________


                           AVALONBAY COMMUNITIES, INC.
                                MEDIUM-TERM NOTE
                                  (Fixed Rate)

<TABLE>
<S>                         <C>                            <C>

ORIGINAL ISSUE DATE:        INTEREST RATE: _____%          STATED MATURITY DATE:
INTEREST PAYMENT DATE(S)    DEFAULT RATE: _____%            ____________
____ and ____
Other:


INITIAL REDEMPTION          INITIAL REDEMPTION             ANNUAL REDEMPTION
DATE: ____________          PERCENTAGE: _____%             PERCENTAGE
                                                           REDUCTION: _____%

OPTIONAL REPAYMENT          CHECK IF AN ORIGINAL
DATE(S):____________        ISSUE DISCOUNT NOTE
                            Issue Price:       %

REPAYMENT PRICE:    %

SPECIFIED CURRENCY:         AUTHORIZED DENOMINATION:       EXCHANGE RATE
[  ] United States dollars  [  ] $1,000 and integral       AGENT:
[  ] Other:
</TABLE>


------------------------------
           3 This paragraph applies to global Notes only.
           4 This paragraph applies to global Notes only.


                                      A-19
<PAGE>


<TABLE>
<S>                         <C>                            <C>

                            multiples thereof
                            [  ]  Other:

EXCHANGE RATE:              ADDENDUM ATTACHED:             OTHER/ADDITIONAL
  U.S. $1.00 = ________     [  ] Yes                       PROVISIONS:
                            [  ] No
</TABLE>

                  AVALONBAY COMMUNITIES, INC., a corporation duly organized and
existing under the laws of Maryland (hereinafter referred to as the "Company,"
which term includes any successor entity under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
_______________________, or registered assigns, the principal sum of
_____________________, on the Stated Maturity Date specified above (or any
Redemption Date or Repayment Date, each as defined on the reverse hereof) (each
such Stated Maturity Date, Redemption Date or Repayment Date being hereinafter
referred to as the "Maturity Date" with respect to the principal repayable on
such date) and to pay interest thereon, at the Interest Rate per annum specific
above, until the principal hereof is paid or duly made available for payment,
and (to the extent that the payment of such interest shall be legally
enforceable) at the Default Rate per annum specified above on any overdue
principal, premium and/or interest, including any overdue sinking fund or
redemption payment. The Company will pay interest in arrears on each Interest
Payment Date, if any, specified above (each, an "Interest Payment Date"),
commencing with the first Interest Payment Date next succeeding the Original
Issue Date specified above, and on the Maturity Date; provided, however, that if
the Original Issue Date occurs between a Record Date (as defined below) and the
next succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date next succeeding the Original Issue Date to the
holder of this Note on the Record Date with respect to such second Interest
Payment Date. Interest on this Note will be computed on the basis of a 360-day
year of twelve 30-day months.

                  Interest on this Note will accrue from, and including, the
immediately preceding Interest Payment Date to which interest has been paid or
duly provided for (or from, and including, the Original Issue Date if no
interest has been paid or duly provided for) to, but excluding, the applicable
Interest Payment Date or the Maturity Date, as the case may be (each, an
"Interest Period"). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the fifteenth
calendar day (whether or not a Business Day, as defined below) immediately
preceding such Interest Payment Date (the "Record Date"); provided, however,
that interest payable on the Maturity Date will be payable to the person to whom
the principal hereto and premium, if any, hereon shall be payable. Any such
interest not so punctually paid or duly provided for ("Defaulted Interest") will
forthwith cease to be payable to the holder on any Record Date, and shall be
paid to the person in whose name this Note is registered at the close of
business on a special record date (the "Special Record Date") for the payment of
such Defaulted Interest to be fixed by the Trustee hereinafter referred to,
notice whereof shall be given to the holder of this Note by the Trustee not more
than 15 days and not less than 10 days prior to such Special Record Date or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Note may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
for in the Indenture.

                  Payment of principal, premium, if any, and interest in respect
of this Note due on the Maturity Date or any prior date on which the principal
or an installment of principal of this Note becomes due and payable, whether by
the declaration of acceleration or otherwise, will be made in immediately
available funds upon presentation and surrender of this Note (and, with respect
to any applicable repayment of this Note, upon presentation and surrender of
this Note and a duly completed election form as contemplated on the reverse
hereof) at the office or agency maintained by the Company for that purpose in
the Borough of Manhattan, The City of New York, currently the office of the
Trustee; provided, however, that if the Specified Currency specified above is
other than United States dollars and such payment is to be made in the Specified
Currency in accordance with the provisions set forth below, such payment may be
made by wire transfer of immediately available funds to an account with a bank
designated by the holder hereof at least 15 calendar days prior to the Maturity
Date, provided that such bank has appropriate facilities therefor and that

                                      A-20
<PAGE>


this Note (and, if applicable, a duly completed repayment election form) is
presented and surrendered at the aforementioned office or agency maintained by
the Company in time for the Trustee to make such payment in such funds in
accordance with its normal procedures. Payment of interest due on any Interest
Payment Date other than the Maturity Date will be made at the aforementioned
office or agency maintained by the Company or, at the option of the Company, by
check mailed to the address of the person entitled thereto as such address shall
appear in the Security Register maintained by the Trustee; provided, however,
that a holder of U.S. $10,000,000 (or, if the Specified Currency is other than
United States dollars, the equivalent thereof in the Specified Currency) or more
in aggregate principal amount of Notes (whether having identical or different
terms and pro- visions) will be entitled to receive interest payments on any
Interest Payment Date other than the Maturity Date by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received in writing by the Trustee not less than 15 calendar days prior to such
Interest Payment Date. Any such wire transfer instructions received by the
Trustee shall remain in effect until revoked by such holder.

                  If any Interest Payment Date or the Maturity Date falls on a
day that is not a Business Day, the required payment of principal, premium, if
any, and/or interest shall be made on the next succeeding Business Day with the
same force and effect as if made on the date such payment was due, and no
interest shall accrue with respect to such payment for the period from and after
such Interest Payment Date or the Maturity Date, as the case may be, to the date
of such payment on the next succeeding Business Day.

                  As used herein, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law, regulation or executive order to
close in The City of New York, or Chicago; provided, however, that if the
Specified Currency is other than United States dollars, such day is also not a
day on which banking institutions are authorized or required by law, regulation
or executive order to close in the Principal Financial Center (as defined below)
of the country issuing the Specified Currency (or, if the Specified Currency is
European Currency Units ("ECU"), such day is not a day that appears as an ECU
no-settlement day on the display designated as "ISDE" on the Reuter Monitor
Money Rates Service (or a day so designated by the ECU Banking Association), or,
if ECU non-settlement days do not appear on that page (and are not so
designated), is not a day on which payments in ECU cannot be settled in the
international interbank market). Principal Financial Center means the capital
city of the country issuing the Specified Currency, except that with respect to
United States dollars, Australian dollars, Deutsche marks, Dutch guilders,
Italian lire, Swiss francs and ECU, the Principal Financial Center shall be The
City of New York, Sydney, Frankfurt, Amsterdam, Milan, Zurich and Luxembourg,
respectively.

                  The Company is obligated to make payments of principal,
premium, if any, and interest in respect of this Note in the Specified Currency
(or, if the Specified Currency is not at the time of such payment legal tender
for the payment of public and private debts, in such other coin or currency of
the country which issued the Specified Currency as at the time of such payment
is legal tender for the payment of such debts). If the Specified Currency is
other than United States dollars, except as provided below, any such amounts so
payable by the Company will be converted by the Exchange Rate Agent specified
above into United States dollars for payment to the holder of this Note.

                  If the Specified Currency is other than United States dollars,
the holder of this Note may elect to receive such amounts in such Specified
Currency. If the holder of this Note shall not have duly made an election to
receive all or a specified portion of any payment of principal, premium, if any,
and/or interest in respect of this Note in the Specified Currency, any United
States dollar amount to be received by the holder of this Note will be based on
the highest bid quotation in The City of New York received by the Exchange Rate
Agent at approximately 11:00 A.M., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Company for the purchase by the quoting dealer of
the Specified Currency for United States dollars for settlement on such payment
date in the aggregate amount of such Specified Currency payable to all holders
of Foreign Currency Notes scheduled to receive United States dollar payments and
at which the applicable dealer commits to execute a contract. All currency
exchange costs will be borne by the holder of this Note by


                                      A-21
<PAGE>


deductions from such payments. If three such bid quotations are not available,
payments on this Note will be made in the Specified Currency.

                  If the Specified Currency is other than United States dollars,
the holder of this Note may elect to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest in respect of this Note
in the Specified Currency by submitting a written request for such payment to
the Trustee at its Corporate Trust Office in The City of New York on or prior to
the applicable Record Date or at least 15 calendar days prior to the Maturity
Date, as the case may be. Such written request may be mailed or hand delivered
or sent by cable, telex or other form of facsimile transmission. The holder of
this Note may elect to receive all or a specified portion of all future payments
in the Specified Currency in respect of such principal, premium, if any, and/or
interest and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice to the Trustee, but
written notice of any such revocation must be received by the Trustee on or
prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be.

                  If the Specified Currency is other than United States dollars
or a composite currency and the holder of this Note shall have duly made an
election to receive all or a specified portion of any payment of principal,
premium, if any, and/or interest in respect of this Note in the Specified
Currency and if the Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the reasonable control of the
Company, the Company will be entitled to satisfy its obligations to the holder
of this Note by making such payment in United States dollars on the basis of the
Market Exchange Rate (as defined below) on the second Business Day prior to such
payment date or, if such Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate or as otherwise
specified on the face hereof. The "Market Exchange Rate" for the Specified
Currency means the noon dollar buying rate in The City of New York for cable
transfers for such Specified Currency as certified for customs purposes by (or
if not so certified, as otherwise determined by) the Federal Reserve Bank of New
York. Any payment made under such circumstances in United States dollars will
not constitute an Event of Default (as defined in the Indenture) with respect to
this Note.

                  If the Specified Currency is a composite currency and the
holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency and if such composite currency
is unavailable due to the imposition of exchange controls or other circumstances
beyond the reasonable control of the Company, then the Company will be entitled
to satisfy its obligations to the holder of this Note by making such payment in
United States dollars. The amount of each payment in United States dollars shall
be computed by the Exchange Rate Agent on the basis of the equivalent of the
composite currency in United States dollars. The component currencies of the
composite currency for this purpose (collectively, the "Component Currencies"
and each, a "Component Currency") shall be the currency amounts that were
components of the composite currency as of the last day on which the composite
currency was used. The equivalent of the composite currency in United States
dollars shall be calculated by aggregating the United States dollar equivalents
of the Component Currencies. The United States dollar equivalent of each of the
Component Currencies shall be determined by the Exchange Rate Agent on the basis
of the most recently available Market Exchange Rate for each such Component
Currency, or as otherwise specified on the face hereof.

                  If the official unit of any Component Currency is altered by
way of combination or subdivision, the number of units of the currency as a
Component Currency shall be divided or multiplied in the same proportion. If two
or more Component Currencies are consolidated into a single currency, the
amounts of those currencies as Component Currencies shall be replaced by an
amount in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such single currency. If any
Component Currency is divided into two or more currencies, the amount of the
original Component Currency shall be replaced by the amounts of such two or more
currencies, the sum of which shall be equal to the amount of the original
Component Currency.


                                      A-22
<PAGE>


                  All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and binding on the holder of this Note.

                  Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof and, if so specified above on the face
hereof, in the Addendum hereto, which further provisions shall have the same
force and effect as if set forth on the face hereof.

                  Notwithstanding any provisions to the contrary contained
herein, if the face of this Note specifies that an Addendum is attached hereto
or that "Other/Additional Provisions" apply to this Note, this Note shall be
subject to the terms set forth in such Addendum or such "Other/Additional
Provisions."

                  Unless the Certificate of Authentication hereon has been
executed by the Trustee or its Authenticating Agent by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                  IN WITNESS WHEREOF, AvalonBay Communities, Inc. has caused
this Note to be duly executed under its corporate seal.

Dated:                                 AVALONBAY COMMUNITIES, INC.
      ------------------

                                       By:
                                          --------------------------------------
                                           Richard L. Michaux
                                           President and Chief Executive Officer




[Corporate Seal]

Attest:


-----------------------------------------
         Edward M. Schulman
         Secretary



                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.


                                            STATE STREET BANK AND TRUST COMPANY,
                                            as Trustee


Dated:                                      By
      ----------------                        ----------------------------------
                                                 Robert J. Dunn
                                                 Vice President


                                      A-23
<PAGE>


                                [Reverse of Note]

                           AVALONBAY COMMUNITIES, INC.
                                MEDIUM-TERM NOTE
                                  (Fixed Rate)

                  This Note is one of a duly authorized series of Securities
(the "Securities") of the Company issued and to be issued under an Indenture,
dated as of January 16, 1998, as amended and supplemented by the First
Supplemental Indenture dated as of January 20, 1998, the Second Supplemental
Indenture dated July 7, 1998 and the Amended and Restated Third Supplemental
Indenture dated July 10, 2000, as further amended, modified or supplemented from
time to time (the "Indenture"), between the Company and State Street Bank and
Trust Company, as Trustee (the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Note is one of
the series of Securities designated as "Medium-Term Notes Due Nine Months or
More from Date of Issue" (the "Notes"). All terms used but not defined in this
Note or in an Addendum hereto shall have the meanings assigned to such terms in
the Indenture or on the face hereof, as the case may be.

                  This Note is issuable only in registered form without coupons
in minimum denominations of U.S. $1,000 and integral multiples thereof or the
minimum Authorized Denomination specified on the face hereof.

                  This Note will not be subject to any sinking fund and, unless
otherwise specified on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or repayable prior to the
Stated Maturity Date.

                  This Note will be subject to redemption at the option of the
Company on any date on and after the Initial Redemption Date, if any, specified
on the face hereof, in whole or from time to time in part in increments of U.S.
$1,000 or the minimum Authorized Denomination (provided that any remaining
principal amount hereof shall be at least U.S. $1,000 or such minimum Authorized
Denomination), at the Redemption Price (as defined below), together with unpaid
interest accrued thereon to the date fixed for redemption (each, a "Redemption
Date"), on notice given not more than 60 nor less than 30 calendar days prior to
the Redemption Date and in accordance with the provisions of the Indenture. The
"Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage shall decline at each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified on the face hereof until the Redemption Price is
100% of the unpaid principal amount to be redeemed. In the event of redemption
of this Note in part only, a new Note of like tenor for the unredeemed portion
hereof and otherwise having the same terms as this Note shall be issued in the
name of the holder hereof upon the presentation and surrender hereof.

                  This Note will be subject to repayment by the Company at the
option of the holder hereof on the Optional Repayment Date(s), if any, specified
on the face hereof, in whole or in part in increments of U.S.$1,000 or the
minimum Authorized Denomination (provided that any remaining principal amount
hereof shall be at least U.S.$1,000 or such minimum Authorized Denomination), at
a repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued thereon to the date fixed for repayment
(each, a "Repayment Date"). For this Note to be repaid, the Trustee must receive
at its office in the Borough of Manhattan, The City of New York, referred to on
the face hereof, at least 30 days but not more than 60 days prior to the
Repayment Date (i) this Note and the form hereon entitled "Option to Elect
Repayment" duly completed or (ii) a telegram, telex, facsimile transmission, or
a letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company in
the United States setting forth the name of the holder hereof, the principal
amount of this Note, the principal amount of this Note to be repaid, the
certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised thereby, and


                                      A-24
<PAGE>


a guarantee that this Note, together with the form hereon entitled "Option to
Elect Repayment" duly completed, will be received by the Trustee not later than
the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and duly completed
form are received by the Trustee by such fifth Business Day. Exercise of such
repayment option by the holder hereof will be irrevocable. In the event of
repayment of this Note in part only, a new Note of like tenor for the unrepaid
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the holder hereof upon the presentation and surrender hereof.

                  If this Note is an Original Issue Discount Note as specified
on the face hereof, the amount payable to the holder of this Note in the event
of redemption, repayment or acceleration of maturity of this Note will be equal
to the sum of (i) the Issue Price specified on the face hereof (increased by any
accruals of the Discount, as defined below) and, in the event of any redemption
of this Note (if applicable), multiplied by the Initial Redemption Percentage
(as adjusted by the Annual Redemption Percentage Reduction, if applicable) and
(ii) any unpaid interest on this Note accrued from the Original Issue Date to
the Redemption Date, Repayment Date or date of acceleration of maturity, as the
case may be. The difference between the Issue Price and 100% of the principal
amount of this Note is referred to herein as the "Discount."

                  For purposes of determining the amount of Discount that has
accrued as of any Redemption Date, Repayment Date or date of acceleration of
maturity of this Note, such Discount will be accrued using a constant yield
method. The constant yield will be calculated using a 30-day month, 360-day year
convention, a compounding period that, except for the Initial Period (as defined
below), corresponds to the shortest period between Interest Payment Dates (with
ratable accruals within a compounding period), a coupon rate equal to the
initial coupon rate applicable to this Note and an assumption that the maturity
of this Note will not be accelerated. If the period from the Original Issue Date
to the initial Interest Payment Date (the "Initial Period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding-period will be accrued. If the Initial Period is longer than
the compounding period, then such period will be divided into a regular
compounding period and a short period, with the short period being treated as
provided in the preceding sentence.

                  If an Event of Default, as defined in the Indenture, shall
occur and be continuing, the principal of the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.

                  The Indenture contains provisions for defeasance of (i) the
entire indebtedness of the Notes or (ii) certain covenants and Events of Default
with respect to the Notes, in each case upon compliance with certain conditions
set forth therein, which provisions apply to the Notes.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the holders of the Securities at
any time by the Company and the Trustee with the consent of the holders of not
less than a majority of the aggregate principal amount of all Securities at the
time outstanding and affected thereby. The Indenture also contains provisions
permitting the holders of not less than a majority of the aggregate principal
amount of the outstanding Securities of any series, on behalf of the holders of
all such Securities, to waive compliance by the Company with certain provisions
of the Indenture. Furthermore, provisions in the Indenture permit the holders of
not less than a majority of the aggregate principal amount of the outstanding
Securities of any series, in certain instances, to waive, on behalf of all of
the holders of Securities of such series, certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the holder of
this Note shall be conclusive and binding upon such holder and upon all future
holders of this Note and other Notes issued upon the registration of transfer
hereof or in exchange heretofore or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Note.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay principal, premium, if any, and
interest in respect of this Note at the times, places and rate or formula, and
in the coin or currency, herein prescribed.


                                      A-25
<PAGE>


                  As provided in the Indenture and subject to certain
limitations therein and herein set forth, the transfer of this Note is
registrable in the Security Register of the Company upon surrender of this Note
for registration of transfer at the office or agency of the Company in any place
where the principal hereof and any premium or interest hereon are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar, duly executed by, the
holder hereof or by his attorney duly authorized in writing, and thereupon one
or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

                  As provided in the Indenture and subject to certain
limitations therein and herein set forth, this Note is exchangeable for a like
aggregate principal amount of Notes of different authorized denominations but
otherwise having the same terms and conditions, as requested by the holder
hereof surrendering the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the holder in whose name this Note is registered as the owner thereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.

                  This Note and all documents, agreements, understandings and
arrangements relating to any transaction contemplated hereby or thereby have
been executed or entered into by the undersigned in his/her capacity as an
officer of the Company which has been formed as a Maryland corporation, and not
individually. No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in this Note, or because of any indebtedness
evidenced hereby or thereby, shall be had against any promoter, as such, or
against any past, present or future shareholder, officer or director, as such,
of the Company or of any successor, either directly or through the Company or
any successor, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of this Note by the holder thereof and as part of the consideration
for the issue of this Note.

                  THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused "CUSIP"
numbers to be printed on the Securities of this series as a convenience to the
holders of such Securities. No representation is made as to the correctness or
accuracy of such CUSIP numbers as printed on the Securities, and reliance may be
placed only on the other identification numbers printed hereon.


                                      A-26
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this Note, shall be construed as though they were written out in
full according to applicable laws or regulations:

         TEN COM - as tenants in common
         TEN ENT - as tenants by the entireties
         JT TEN - as joint tenants with right of survivorship and not as tenants
         in common UNIF GIFT MIN ACT - __________ Custodian __________
                                         (Cust)              (Minor)

         Under Uniform Gifts to Minors Act _____________________
                                                  (State)

         Additional abbreviations may also be used though not in the above list.


                                      A-27
<PAGE>


================================================================================


                                 ASSIGNMENT FORM


                   FOR VALUE RECEIVED, the undersigned hereby
                     sell(s), assign(s) and transfer(s) unto


  PLEASE INSERT SOCIAL
  SECURITY OR OTHER IDENTIFYING
  NUMBER OF ASSIGNEE
---------------------------------
                                 ...............................................
---------------------------------


 ................................................................................

              (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
                          POSTAL ZIP CODE OF ASSIGNEE)


this Note and all rights thereunder and hereby does irrevocably constitute and
appoint


 ........................................................................Attorney
to transfer this Note on the books of the within-named Company with
full power of substitution in the premises.


Dated:   ...............................            ............................
                                                              (SIGNATURE)

                                                     ...........................
                                                              (SIGNATURE)

                                                     ...........................
                                                              (SIGNATURE)

NOTICE: The signature(s) on this Assignment must correspond with the name(s) as
written on the first page of this Note in every particular, without alteration
or enlargement or any change whatsoever.


================================================================================


                                      A-28
<PAGE>


================================================================================


                            OPTION TO ELECT REPAYMENT

                  The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to 100% of the principal amount to be repaid,
together with unpaid interest accrued hereon to the Repayment Date, to the
undersigned, at

 ................................................................................
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF THE
UNDERSIGNED)

                  For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office in the Borough of Manhattan, The City of New York, this
Note with this "Option to Elect Repayment" form duly completed.

                  If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of U.S. $1,000
(or, if the Specified Currency is other than United States dollars, the minimum
Authorized Denomination specified on the face hereof)) which the holder elects
to have repaid and specify the denomination or denominations (which shall be an
Authorized Denomination) of the Notes to be issued to the holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).

Principal Amount to be Repaid:  $ ..............................


Dated:   ...............................            ............................
                                                            (SIGNATURE)

                                                     ...........................
                                                            (SIGNATURE)

                                                     ...........................
                                                            (SIGNATURE)


NOTICE: The signature(s) on this Option to Elect Repayment must correspond with
the name(s) as written upon the face of this Note in every particular, without
alteration or enlargement or any change whatsoever.


================================================================================


                                      A-29
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>ex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>
                                                                    Exhibit 10.1

                           AVALONBAY COMMUNITIES, INC.

             SUMMARY OF PRINCIPAL TERMS OF OFFICER SEVERANCE PROGRAM


         The Company's Officer Severance Program is designed to provide
severance protection to officers whose employment is terminated in connection
with a change in control of the Company and who do not have severance protection
under an employment agreement with the Company. The principal features of the
program are described below. This is just a summary and is qualified in its
entirety by reference to the complete text of the Officer Severance Program,
which is available to all officers.

<TABLE>
<CAPTION>
---------------------------------------- --------------------------------------------------------------------

   FEATURE                                                      SUMMARY OF PROVISION
---------------------------------------- --------------------------------------------------------------------
<S>                                      <C>
1.   Officers covered by program         All Vice Presidents.  Officers with more senior positions who are
                                         not covered by severance arrangements under an agreement with the
                                         Company that provides greater severance benefits are also covered
                                         by the program.
---------------------------------------- --------------------------------------------------------------------
2.   Circumstances under which           This is a "double trigger" program -- i.e., there must be a change
     severance protection provided       in control AND the officer's employment must be terminated or
                                         constructively terminated without cause by the Company.  Officers
                                         will NOT receive severance benefits in connection with the
                                         following terminations:  a voluntary resignation by the officer
                                         under circumstances which do not constitute a "constructive
                                         termination" by the Company; a termination by the Company for
                                         cause; a termination of the officer's employment on account of
                                         death or disability.
---------------------------------------- --------------------------------------------------------------------
3.   Definition of "change in control"   "Change in Control" is defined in the same way as in the
                                          Company's stock option plan.
---------------------------------------- --------------------------------------------------------------------
4.   Period of time in which severance   Severance benefits are provided if the officer is terminated or
     benefit protection is provided.     constructively terminated during the two years following a change
                                         in control or during the six months prior to a change in control.
---------------------------------------- --------------------------------------------------------------------
5.   Amount of cash severance            An amount of cash equal to one times the sum of (i) base salary plus
                                         (ii) the average cash bonus paid during the prior two years. (The
                                         multiplier is reduced to one-half in the case of a constructive
                                         termination due to a requirement that the officer relocate to a
                                         different metropolitan area). The officer will also receive all
                                         accrued base salary and incentive cash compensation through the date
                                         of termination.
---------------------------------------- --------------------------------------------------------------------
6.   Treatment of equity-based awards    Accelerated vesting of all unvested options and restricted stock
                                         grants. Options will thereafter be exercisable for the period of time
                                         provided in the applicable option agreement.
---------------------------------------- --------------------------------------------------------------------
7.   Welfare benefits (health, dental,   Continuation of all benefits for 18 months with COBRA eligibility
     life, etc.)                         thereafter. The Company will not be obligated to continue
                                         contributing the whole life portion of the premiums on split dollar
                                         life insurance policies.
---------------------------------------- --------------------------------------------------------------------
8.   Gross-up for excise tax             In the event that the officer is subject to the "golden
     ("golden parachute tax").           parachute tax" rules, the severance benefits will be capped at the
                                         Internal Revenue Code Section 280(G) maximum if the officer is, on a
                                         net after tax basis, better off by so capping the severance benefits.
---------------------------------------- --------------------------------------------------------------------
9.   Effect of subsequent employment     Cash severance will not be reduced as result of compensation
     on severance                        that the officer receives from a subsequent employer. However, the
---------------------------------------- --------------------------------------------------------------------



                                                      1
<PAGE>


---------------------------------------- --------------------------------------------------------------------
     benefits.                           welfare (i.e., insurance) benefits will be reduced to
                                         the extent that the officer obtains comparable benefits from a
                                         subsequent employer.
---------------------------------------- --------------------------------------------------------------------
10.  Enforcement of agreement            The Company will reimburse the officer for all reasonable legal
                                         fees and expenses incurred in enforcing the agreement.  There is a
                                         compulsory arbitration clause.
---------------------------------------- --------------------------------------------------------------------
11.  Constructive termination            The following constitute a "constructive termination" by the Company
                                         such that the officer can resign during the 24 months following a
                                         change in control (or during the 6 months prior to a change in
                                         control) and receive the severance benefits under the program:

                                         -    a material adverse change in functions, duties or
                                              responsibilities

                                         -    involuntary relocation of the officer's offices to a location
                                              outside of the metropolitan area where the employee is
                                              principally employed prior to the change in control or
                                              anticipated change in control (note: a termination on account of
                                              a relocation receives a one-half cash lump sum rather than a 1x
                                              cash lump sum)

                                         -    Reduction or elimination of any material compensation program
                                              unless comparable or substitute benefits are provided

                                         -    Acquiring company fails to honor any compensation arrangement
---------------------------------------- --------------------------------------------------------------------
12.  Release                             As a condition to receiving the severance benefits, an officer
                                         will be required to sign a release of all claims and a one-year
                                         non-solicitation agreement.
---------------------------------------- --------------------------------------------------------------------
13.  Other terms                         The text of the formal program contains a number of important
                                         defined terms and other provisions.
---------------------------------------- --------------------------------------------------------------------
</TABLE>


                                                      2
<PAGE>





                           AVALONBAY COMMUNITIES, INC.

                             OFFICER SEVERANCE PLAN


         1. PURPOSE. AvalonBay Communities, Inc. (the "COMPANY") considers it
essential to the best interests of its stockholders to foster the continuous
employment of key management personnel. The Board of Directors of the Company
(the "BOARD") recognizes, however, that, as is the case with many publicly held
corporations, the possibility of a Change in Control (as defined in Section 2
hereof) exists and that such possibility, and the uncertainty and questions
which it may raise among management, may result in the departure or distraction
of management personnel to the detriment of the Company and its stockholders.
Therefore, the Board has determined that the AvalonBay Communities, Inc. Officer
Severance Plan (the "PLAN") should be adopted to reinforce and encourage the
continued attention and dedication of the Covered Employees (as defined below)
to their assigned duties without distraction in the face of potentially
disturbing circumstances arising from the possibility of a Change in Control.
The term "Covered Employee" means any officer of the Company holding the
position of Vice President or higher (it being noted that any officer receiving
severance payments under any other agreement or arrangement with the Company
shall be subject to the limitation on benefits hereunder set forth in the last
sentence of Section 4 hereof) (each, a "COVERED EMPLOYEE"). Nothing in this Plan
shall be construed as creating an express or implied contract of employment and,
except as otherwise agreed in writing between the Covered Employee and the
Company or any of its subsidiaries or affiliates (together with the Company, the
"EMPLOYERS"), the Covered Employee shall not have any right to be retained in
the employ of the Employers.

         2. CHANGE IN CONTROL. For purposes of this Plan, a "Change in Control"
shall mean the occurrence of any one of the following events:

                  (a) Any individual, entity or group (a "PERSON") within the
         meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of
         1934 (the "ACT") (other than the Company, any corporation, partnership,
         trust or other entity controlled by the Company (a "SUBSIDIARY"), or
         any trustee, fiduciary or other person or entity holding securities
         under any employee benefit plan or trust of the Company or any of its
         Subsidiaries), together with all "affiliates" and "associates" (as such
         terms are defined in Rule 12b-2 under the Act) of such Person, shall
         become the "beneficial owner" (as such term is defined in Rule 13d-3
         under the Act) of securities of the Company representing 30% or more of
         the combined voting power of the Company's then outstanding securities
         having the right to vote generally in an election of the Company's
         Board of Directors ("VOTING SECURITIES"), other than as a result of (i)
         an acquisition of securities directly from the Company or any
         Subsidiary or (ii) an acquisition by any corporation pursuant to a
         reorganization, consolidation or merger if, following such
         reorganization, consolidation or merger the conditions described in
         clauses (i), (ii) and (iii) of subparagraph (c) of this Section 2 are
         satisfied; or

                  (b) Individuals who, as of the Effective Date, constitute the
         Company's Board of Directors (the "INCUMBENT DIRECTORS") cease for any
         reason to constitute at least a majority of the Board, provided,
         however, that any individual becoming a director of the Company
         subsequent to the date hereof (excluding, for this purpose, (i) any
         such individual whose initial assumption of office is in connection
         with an actual or threatened election contest relating to the election
         of members of the Board of Directors or other actual or threatened
         solicitation of proxies or consents by or on behalf of a Person other
         than the Board of Directors, including by reason of agreement intended
         to avoid or settle any such actual or threatened contest or
         solicitation, and (ii) any individual whose initial assumption of
         office is in connection with a reorganization, merger or consolidation,
         involving an unrelated entity and occurring after the date hereof),
         whose election or nomination for election by the Company's shareholders
         was approved by a vote of at least a majority of the persons then
         comprising Incumbent Directors shall for purposes of this Plan be
         considered an Incumbent Director; or


                                       1
<PAGE>


                  (c) Consummation of a reorganization, merger or consolidation
         of the Company, unless, following such reorganization, merger or
         consolidation, (i) more than 50% of, respectively, the then outstanding
         shares of common stock of the corporation resulting from such
         reorganization, merger or consolidation and the combined voting power
         of the then outstanding voting securities of such corporation entitled
         to vote generally in the election of directors is then beneficially
         owned, directly or indirectly, by all or substantially all of the
         individuals and entities who were the beneficial owners, respectively,
         of the outstanding Voting Securities immediately prior to such
         reorganization, merger or consolidation, (ii) no Person (excluding the
         Company, any employee benefit plan (or related trust) of the Company, a
         Subsidiary or the corporation resulting from such reorganization,
         merger or consolidation or any subsidiary thereof, and any Person
         beneficially owning, immediately prior to such reorganization, merger
         or consolidation, directly or indirectly, 30% or more of the
         outstanding Voting Securities), beneficially owns, directly or
         indirectly, 30% or more of, respectively, the then outstanding shares
         of common stock of the corporation resulting from such reorganization,
         merger or consolidation or the combined voting power of the then
         outstanding voting securities of such corporation entitled to vote
         generally in the election of directors, and (iii) at least a majority
         of the members of the board of directors of the corporation resulting
         from such reorganization, merger or consolidation were members of the
         Incumbent Board at the time of the execution of the initial agreement
         providing for such reorganization, merger or consolidation;

                  (d) Approval by the shareholders of the Company of a
         complete liquidation or dissolution of the Company; or

                  (e) The sale, lease, exchange or other disposition of all or
         substantially all of the assets of the Company, other than to a
         corporation, with respect to which following such sale, lease, exchange
         or other disposition (i) more than 50% of, respectively, the then
         outstanding shares of common stock of such corporation and the combined
         voting power of the then outstanding voting securities of such
         corporation entitled to vote generally in the election of directors is
         then beneficially owned, directly or indirectly, by all or
         substantially all of the individuals and entities who were the
         beneficial owners of the outstanding Voting Securities immediately
         prior to such sale, lease, exchange or other disposition, (ii) no
         Person (excluding the Company and any employee benefit plan (or related
         trust) of the Company or a Subsidiary or such corporation or a
         subsidiary thereof and any Person beneficially owning, immediately
         prior to such sale, lease, exchange or other disposition, directly or
         indirectly, 30% or more of the outstanding Voting Securities),
         beneficially owns, directly or indirectly, 30% or more of,
         respectively, the then outstanding shares of common stock of such
         corporation and the combined voting power of the then outstanding
         voting securities of such corporation entitled to vote generally in the
         election of directors and (iii) at least a majority of the members of
         the board of directors of such corporation were members of the
         Incumbent Board at the time of the execution of the initial agreement
         or action of the Board of Directors providing for such sale, lease,
         exchange or other disposition of assets of the Company.

         Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred for purposes of this Plan solely as the result of an
acquisition of securities by the Company which, by reducing the number of shares
of Voting Securities outstanding, increases the proportionate voting power
represented by the Voting Securities beneficially owned by any Person to 30% or
more of the combined voting power of all then outstanding Voting Securities;
provided, however, that if any Person referred to in this sentence shall
thereafter become the beneficial owner of any additional shares of Stock or
other Voting Securities (other than pursuant to a stock split, stock dividend,
or similar transaction), then a "Change in Control" shall be deemed to have
occurred for purposes of this Plan.

         3. TERMINATING EVENT. A "Terminating Event" shall mean the termination
of employment of a Covered Employee in connection with any of the events
provided in this Section 3 occurring within twenty-four (24) months following a
Change in Control. In addition, notwithstanding the foregoing, in the event of
the termination of employment of a Covered Employee in connection with any of
the events provided in this Section 3 within six (6) months prior to the
occurrence of a Change in Control (based on an event, such as a Notice of
Termination, that occurred within such six (6) month period prior to a Change in
Control), such termination shall,


                                       2
<PAGE>


upon the occurrence of a Change in Control, be deemed a Terminating Event under
this Plan. To give effect to the prior sentence, references in Sections
3(b)(ii), (iii) and (iv) to circumstances existing "immediately prior to a
Change in Control" will be interpreted to mean, in a case where the six month
look-back of the prior sentence is being applied, to circumstances existing
immediately prior to the change in circumstances.

                  (a) termination by the Employers of the employment of the
         Covered Employee with the Employers for any reason other than (i) for
         Cause or (ii) as a result of the death or disability (as determined
         under the Employers' then existing long-term disability coverage) of
         such Covered Employee. "Cause" shall mean, and shall be limited to, the
         occurrence of any one or more of the following events:

                           (i) the Covered Employee is convicted of or enters a
                  plea of nolo contendere to an act which is defined as a felony
                  under any federal, state or local law, not based upon a
                  traffic violation, which conviction or plea has or can be
                  expected to have, in the good faith opinion of the Board of
                  Directors or the CEO, a material adverse impact on the
                  business or reputation of the Company; or

                           (ii) any one or more acts of theft, larceny,
                  embezzlement, fraud or material intentional misappropriation
                  from or with respect to the Company; or

                           (iii) a breach by the Covered Employee of his
                  fiduciary duties under Maryland law as an officer, or a
                  material breach by the Covered Employee of any rule,
                  regulation, policy or procedure of the Company that is
                  generally announced or distributed to, and applies to, all
                  employees of the Company or a subset of employees that
                  includes the Covered Employee (including, without limitation,
                  in all events the Company's ethics, sexual harassment and
                  insider trading policies); or

                           (iv) the Covered Employee's commission of any one or
                  more acts of gross negligence or willful misconduct which in
                  the good faith opinion of the Board of Directors or the CEO
                  has resulted in material harm to the business or reputation of
                  the Company; or

                           (v) the deliberate or willful failure by the Covered
                  Employee (other than by reason of the Covered Employee's
                  physical or mental illness, incapacity or disability) to
                  substantially perform the Covered Employee's duties with the
                  Employers and the continuation of such failure for a period of
                  fifteen (15) days after written notice thereof.

                  A Terminating Event shall not be deemed to have occurred
         pursuant to this Section 3(a) solely as a result of the Covered
         Employee being an employee of any direct or indirect successor to the
         business or assets of any of the Employers, rather than continuing as
         an employee of the Employers following a Change in Control. For
         purposes of clauses (iv) and (v) of this Section 3(a), no act, or
         failure to act, on the Covered Employee's part shall be deemed
         "willful" unless done, or omitted to be done, by the Covered Employee
         without reasonable belief that the Covered Employee's act, or failure
         to act, was in the best interest of the Employers; or

                  (b) termination by the Covered Employee of the Covered
         Employee's employment with the Employers for Good Reason. "Good Reason"
         shall mean the occurrence of any of the following events:

                           (i) a material adverse change in the functions,
                  duties or responsibilities of the Covered Employee's position
                  (other than a termination of employment for Cause) which would
                  reduce the level, importance or scope of such position (a
                  change in the person and/or department to whom the Covered
                  Employee is required to report, or a change in the personnel
                  that report to the Covered Employee, shall not by itself
                  constitute a material adverse change in the Covered Employee's
                  position); or


                                       3
<PAGE>


                           (ii) the relocation of the office at which the
                  Covered Employee is principally located immediately prior to
                  the Change in Control (the "Original Office") to a new
                  location outside of the metropolitan area of the Original
                  Office or the failure to locate the Covered Employee's own
                  office at the Original Office (or at the office to which such
                  office is relocated which is within the metropolitan area of
                  the Original Office); or

                           (iii) either (X) the failure by the Company to
                  continue in effect any compensation plan or program in which
                  the Covered Employee participates immediately prior to a
                  Change in Control which is material to the Covered Employee's
                  total compensation, unless comparable alternative arrangements
                  (embodied in ongoing substitute or alternative plans or
                  programs) have been implemented with respect to such plans or
                  programs, or (Y) the failure by the Company to continue the
                  Covered Employee's participation therein following a Change in
                  Control (or in such substitute or alternative plans or
                  programs) on a basis not materially less favorable, in terms
                  of the amount of benefits provided and the level of the
                  Covered Employee's participation relative to other
                  participants, as existed during the last completed fiscal year
                  of the Company prior to the Change in Control (the occurrence
                  of either failure in clause (X) or (Y), a "CIC COMPENSATION
                  FAILURE"); PROVIDED, HOWEVER, that in no event shall a CIC
                  Compensation Failure have occurred if:

                                                (A) the value of the Covered
                                   Employee's total annual compensation
                                   following a Change in Control, including, but
                                   not limited to, cash compensation (including
                                   salary and bonus), stock grants (valued using
                                   stock price less consideration paid), stock
                                   options (valued using the Black-Scholes
                                   method or a variation thereof, as determined
                                   by the Board of Directors or a compensation
                                   consultant engaged by the Board of Directors)
                                   and benefits (valued using an actuarial or
                                   similar valuation method), is at least 90% of
                                   the Covered Employee's total annual
                                   compensation in the last fiscal year prior to
                                   the Change in Control; or

                                                (B) (I) the Covered Employee's
                                        total annual cash compensation
                                        (including salary and bonus) following a
                                        Change in Control is at least 90% of
                                        what it was in the year prior to the
                                        Change in Control, with such reasonable
                                        adjustments thereto as are necessary to
                                        give effect to performance based bonuses
                                        (with respect to which the performance
                                        criteria may reasonably be modified) and
                                        the level of performance achieved with
                                        respect thereto;

                                                (II) the total value of the
                                        Covered Employee's annual stock grants
                                        (valued using stock price less
                                        consideration paid) following a Change
                                        in Control are at least 90% of what they
                                        were in the year prior to the Change in
                                        Control, with such reasonable
                                        adjustments thereto as are necessary to
                                        give effect to (x) performance based
                                        bonuses (with respect to which the
                                        performance criteria may reasonably be
                                        modified) and the level of performance
                                        achieved with respect thereto, and (y)
                                        to changes in the price of the Company's
                                        or the successor's stock due to market
                                        fluctuations;

                                                (III) the Covered Employee's
                                        total annual stock option grants
                                        (measured either by (a) total value, as
                                        determined as described in the preceding
                                        paragraph (A), or (b) total "leverage
                                        potential" (i.e., the number of options
                                        granted multiplied by the exercise
                                        price, after giving effect to changes in
                                        the price of the Company's or the
                                        successor's stock due to market
                                        fluctuations)) are at least 90% of what
                                        they were in the year prior to the
                                        Change in Control, with such reasonable
                                        adjustments thereto as are necessary to
                                        give effect to performance based bonuses
                                        (with respect to


                                       4
<PAGE>


                                        which the performance criteria may
                                        reasonably be modified) and the level
                                        of performance achieved with respect
                                        thereto; and

                                                (IV) there is not a material
                                        reduction in the Covered Employee's
                                        benefits as compared to the last fiscal
                                        year prior to the Change in Control; or

                           (iv) the failure by the Employers to obtain an
                  effective agreement from any successor to assume and agree to
                  perform this Plan.

         4. SPECIAL TERMINATION BENEFITS.  In the event a Terminating
Event occurs with respect to a Covered Employee,

                  (a) the Employers shall pay to the Covered Employee an amount
         equal to all accrued but unpaid annual base salary and all earned but
         unpaid cash incentive compensation earned through such Covered
         Employee's Date of Termination. Said amount shall be paid in one lump
         sum payment no later than thirty-one (31) days following the Date of
         Termination (as such term is defined in Section 8(b)); and

                  (b) if and only if such Terminating Event is not described in
         Section 3(b)(ii), the Employers shall pay to the Covered Employee an
         amount equal to the sum of the following:

                           (i) one times the amount of the current annual base
                  salary of the Covered Employee, determined prior to any
                  reductions for pre-tax contributions to a cash or deferred
                  arrangement or a cafeteria plan; and

                           (ii) one times the amount of the average annual cash
                  bonus earned by the Covered Employee with respect to the two
                  (2) calendar years immediately prior to the Change in Control
                  determined prior to any reductions for pre-tax contributions
                  to a cash or deferred arrangement or a cafeteria plan
                  (provided, however, that if the Covered Employee's tenure with
                  the Company is such that prior to the Terminating Event the
                  Covered Employee has earned an annual bonus only with respect
                  to the calendar year immediately prior to the Change in
                  Control, then such annual bonus shall be deemed to have been
                  earned with respect to the two (2) calendar years immediately
                  prior to the Change in Control; and, provided further,
                  however, that if the Covered Employee's tenure with the
                  Company is such that prior to the Terminating Event the
                  Covered Employee has not earned an annual bonus, then the
                  Covered Employee's target annual bonus immediately prior to
                  the Change in Control shall be deemed to have been earned with
                  respect to the two (2) calendar years immediately prior to the
                  Change in Control).

         Said amount shall be paid in one lump sum payment no later than
         thirty-one (31) days following the Date of Termination; and

                  (c) if and only if such Terminating Event is described in
         Section 3(b)(ii), the Employers shall pay to the Covered Employee an
         amount equal to the sum of the following:

                           (i) one-half times (0.5) the amount of the current
                  annual base salary of the Covered Employee, determined prior
                  to any reductions for pre-tax contributions to a cash or
                  deferred arrangement or a cafeteria plan; and

                           (ii) one-half times (0.5) times the amount of the
                  average annual cash bonus earned by the Covered Employee with
                  respect to the two (2) calendar years immediately prior to the
                  Change in Control determined prior to any reductions for
                  pre-tax contributions to a cash or deferred arrangement or a
                  cafeteria plan, with procedures similar to those described in
                  Section 4(b)(ii) to determine such average.


                                       5
<PAGE>


         Said amount shall be paid in one lump sum payment no later than
         thirty-one (31) days following the Date of Termination (as such term is
         defined in Section 8(b)); and

                  (d) the Employers shall continue to provide health, dental and
         life insurance (or contribute a portion of the cost thereof) to the
         Covered Employee, on the same terms and conditions as though the
         Covered Employee had remained an active employee, for eighteen (18)
         months after the Terminating Event or until such earlier date as the
         Covered Employee obtains comparable benefits through other employment
         or payment to the Covered Employee of a present value equivalent of the
         costs of such benefits to the Company (provided, however, that this
         clause (d) shall in no event obligate the Company to continue to fund
         the premiums on any split dollar life insurance policy pursuant to
         arrangements that were in effect while the Covered Employee was
         employed); and

                  (e) the Employers shall take whatever action is necessary (i)
         to cause the Covered Employee to become vested as of the Date of
         Termination in all stock options, restricted stock grants, and all
         other equity-based awards and (ii) to be entitled (A) to exercise and
         continue to exercise all stock options and all other equity-based
         awards having an exercise schedule and (B) to retain such grants and
         awards, but in each case under clauses (A) and (B) such right to
         exercise and retain shall last only for so long as, and shall apply
         only to the same extent as, if such options, grants and awards had
         vested prior to termination of employment and their treatment following
         such termination were determined in accordance with the terms of the
         applicable stock option agreement, grant agreement or other equity
         award agreement and the incentive plans governing such agreements.
         Reference in this regard is made to the clarification set forth in
         Section 5; and

                  (f) the Employers shall provide COBRA benefits to the Covered
         Employee following the end of the period referred to in Section 4(d)
         above, such benefits to be determined as though the Covered Employee's
         employment had terminated at the end of such period; and

                  (g) notwithstanding the foregoing, if the Terminating Event
         occurs before the Change in Control, the special termination benefits
         required by this Section 4 shall be paid, or commence, as the case may
         be, no later than thirty-one (31) days after the consummation of the
         Change in Control.

         Notwithstanding the foregoing, the special termination benefits
required by Sections 4(b) or 4(c) shall be reduced by any amount paid or payable
to the Covered Employee by the Employers under the terms of any employment
agreement or other plan or arrangement providing for compensation upon such
Covered Employee's termination of employment (other than payment of accrued
vacation benefits and payments under any deferred compensation plan). Other
benefits under this Plan shall also be reduced or eliminated to the extent
provided to the Covered Employee under other agreements or arrangements.
Therefore, a Covered Employee with an employment agreement or arrangement that
provides greater severance benefits than those provided in this Officer
Severance Program will receive no payments or benefits under this Officer
Severance Program.

         5. CLARIFICATION REGARDING TREATMENT OF OPTIONS AND RESTRICTED STOCK.
The stock option and restricted stock agreements (the "EQUITY AWARD AGREEMENTS")
that the Covered Employee has or may receive may contain language regarding the
effect of a termination of the Covered Employee's employment under certain
circumstances. Notwithstanding such language in the Equity Award Agreements, for
so long as this Plan is in effect, the Company will be obligated, if the terms
of this Plan are more favorable in this regard than the terms of the Equity
Award Agreements, to take the actions required under Section 4(e) hereof upon
the happening of a Terminating Event. That section provides that the Company
will cause the Covered Employee to become vested as of the Date of Termination
in all equity-based awards, and that such equity-based awards will thereafter be
subject to the provisions of the applicable Equity Award Agreement as it applies
to vested awards upon a termination. For purposes of clarification, although an
option grant may vest under termination circumstances described above, such
option will thereafter be exercisable only for so long as the related option
agreement provides, except that the Compensation Committee of the Board of
Directors may, in its sole discretion, elect to extend the expiration date of
such option. For example, in general the Covered Employees' option agreements
provide that (in the absence of an extension by the Compensation Committee) upon
a termination of employment for any reason other than death,



                                       6
<PAGE>


disability, retirement or cause, any vested options will only be exercisable for
three months from the date of termination or, if earlier, the expiration date of
the option.

         6. ADDITIONAL BENEFITS.

                  (a) Anything in this Plan to the contrary notwithstanding, in
         the event that any compensation, payment or distribution by the
         Employers to or for the benefit of a Covered Employee, whether paid or
         payable or distributed or distributable pursuant to the terms of this
         Plan or otherwise, (the "SEVERANCE PAYMENTS"), would be subject to the
         excise tax imposed by Section 4999 of the Internal Revenue Code of
         1986, as amended (the "CODE"), the following provisions shall apply to
         such Covered Employee:

                           (i) If the Severance Payments, reduced by the sum of
                  (1) the Excise Tax and (2) the total of the Federal, state,
                  and local income and employment taxes payable by the Covered
                  Employee on the amount of the Severance Payments which are in
                  excess of the Threshold Amount, are greater than or equal to
                  the Threshold Amount, the Covered Employee shall be entitled
                  to the full benefits payable under this Plan.

                           (ii) If the Threshold Amount is less than (x) the
                  Severance Payments, but greater than (y) the Severance
                  Payments reduced by the sum of (1) the Excise Tax and (2) the
                  total of the Federal, state, and local income and employment
                  taxes on the amount of the Severance Payments which are in
                  excess of the Threshold Amount, then the benefits payable
                  under this Plan shall be reduced (but not below zero) to the
                  extent necessary so that the maximum Severance Payments shall
                  not exceed the Threshold Amount. To the extent that there is
                  more than one method of reducing the payments to bring them
                  within the Threshold Amount, the Covered Employee shall
                  determine which method shall be followed; provided that if the
                  Covered Employee fails to make such determination within 45
                  days after the Employers have sent the Covered Employee
                  written notice of the need for such reduction, the Employers
                  may determine the amount of such reduction in its sole
                  discretion.

         For the purposes of this Section 6, "Threshold Amount" shall mean three
         times the Covered Employee's "base amount" within the meaning of
         Section 280G(b)(3) of the Code and the regulations promulgated
         thereunder less one dollar ($1.00); and "Excise Tax" shall mean the
         excise tax imposed by Section 4999 of the Code, or any interest or
         penalties incurred by the Covered Employee with respect to such excise
         tax.

                  (b) The determination as to which of the alternative
         provisions of Section 6(a) shall apply to the Covered Employee shall be
         made by such nationally recognized accounting firm as may at that time
         be the Company's independent public accountants immediately prior to
         the Change in Control (the "ACCOUNTING FIRM"), which shall provide
         detailed supporting calculations both to the Employers and the Covered
         Employee within 15 business days of the Date of Termination, if
         applicable, or at such earlier time as is reasonably requested by the
         Employers or the Covered Employee. For purposes of determining which of
         the alternative provisions of Section 6(a) shall apply, the Covered
         Employee shall be deemed to pay federal income taxes at the highest
         marginal rate of federal income taxation applicable to individuals for
         the calendar year in which the determination is to be made, and state
         and local income taxes at the highest marginal rates of individual
         taxation in the state and locality of the Covered Employee's residence
         on the Date of Termination, net of the maximum reduction in federal
         income taxes which could be obtained from deduction of such state and
         local taxes. Any determination by the Accounting Firm shall be binding
         upon the Employers and the Covered Employee.

         7. WITHHOLDING. All payments made by the Employers under this Plan
shall be net of any tax or other amounts required to be withheld by the
Employers under applicable law.


                                       7
<PAGE>


         8. NOTICE AND DATE OF TERMINATION; ETC.

                  (a) NOTICE OF TERMINATION. Any purported termination by the
         Employer of a Covered Employee's employment (other than by reason of
         death) within 24 months following a Change in Control shall be
         communicated by written Notice of Termination from the Employers to the
         Covered Employee in accordance with this Section 8. For purposes of
         this Plan, a "Notice of Termination" shall mean a notice which shall
         indicate the specific termination provision in this Plan relied upon
         and the Date of Termination. Further, a Notice of Termination for Cause
         is required to include a written explanation as to the basis for such
         termination.

                  (b) DATE OF TERMINATION. "Date of Termination," with respect
         to any purported termination of a Covered Employee's employment by the
         Employers within twenty-four (24) months after a Change in Control,
         shall mean the date specified in the Notice of Termination which, in
         the case of a termination by the Employers other than a termination for
         Cause (which may be effective immediately), shall not be less than 30
         days after the Notice of Termination is given. Notwithstanding Section
         3(a) of this Plan, in the event that a Covered Employee gives a Notice
         of Termination to the Employers, the Employers may unilaterally
         accelerate the date of termination of such Covered Employee and such
         acceleration shall not constitute an independent Terminating Event for
         purposes of Section 3(a) of this Plan or a violation of the preceding
         sentence (I.E., the Covered Employee will be entitled to severance
         payments and benefits hereunder only if such Covered Employee's Notice
         of Termination was with respect to a termination for Good Reason).

                  (c) NO MITIGATION. The Covered Employee is not required to
         seek other employment or to attempt in any way to reduce any amounts
         payable to the Covered Employee by the Employers under this Plan.
         Further, the amount of any payment provided for in this Plan shall not
         be reduced by any compensation earned by the Covered Employee as the
         result of employment by another employer, by retirement benefits, by
         offset against any amount claimed to be owed by the Covered Employee to
         the Employers, or otherwise.



                                       8
<PAGE>

         9.  OF DISPUTES; PROCEDURES AND SCOPE OF ARBITRATION.

         (a) All controversies and claims arising under or in connection with
this Plan or relating to the interpretation, breach or enforcement thereof
and all other disputes between a Covered Employee and the Company, shall be
resolved by expedited, binding arbitration, to be held in California or
Virginia, as selected by the Covered Employee, in accordance with the
applicable rules of the American Arbitration Association governing employment
disputes. In any proceeding relating to the amount owed to a Covered Employee
in connection with his termination of employment, it is the contemplation
under this Plan that the only remedy that the arbitrator may award in such a
proceeding is an amount equal to the termination payments and benefits
required to be provided under the applicable provisions of Section 4 and, if
applicable, Section 6 hereof, to the extent not previously paid, plus the
costs of arbitration and the Covered Employee's reasonable attorneys fees and
expenses as provided below. Any award made by such arbitrator shall be final,
binding and conclusive on the Company and the Covered Employee for all
purposes, and judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.

         (b) Except as otherwise provided in this paragraph, each party shall
pay the cost of his or its own legal fees and expenses incurred in connection
with an arbitration proceeding. Provided an award is made in favor of the
Covered Employee in such proceeding, all of his reasonable attorneys fees and
expenses incurred in pursuing or defending such proceeding shall be promptly
reimbursed to the Covered Employee by the Company within five days of the entry
of the award. Any award of reasonable attorneys' fees shall take into account
any offer of the Company, such that an award of attorneys' fees to the Covered
Employee may be limited or eliminated to the extent that the final decision in
favor of the Covered Employee does not represent a material increase in value
over the offer that was made by the Company during the course of such
proceeding. However, any elimination or limitation on attorneys' fees shall only
apply to those attorneys' fees incurred after the offer by the Company.

         (c) In any case where the Company or any other person seeks to stay or
enjoin the commencement or continuation of an arbitration proceeding, whether
before or after an award has been made, or where a Covered Employee seeks
recovery of amounts due after an award has been made, or where the Company
brings any proceeding challenging or contesting the award, all of a Covered
Employee's reasonable attorneys fees and expenses incurred in connection
therewith shall be promptly reimbursed by the Company to the Covered Employee,
within five days of presentation of an itemized request for reimbursement,
regardless of whether the Covered Employee prevails and regardless of the forum
in which such proceeding is brought.


         10. BENEFITS AND BURDENS. This Plan shall inure to the benefit of and
be binding upon the Employers and the Covered Employees, their respective
successors, executors, administrators, heirs and permitted assigns. In the event
of a Covered Employee's death after a Terminating Event but prior to the
completion by the Employers of all payments due him under this Plan, the
Employers shall continue such payments to the Covered Employee's beneficiary
designated in writing to the Employers prior to his death (or to his estate, if
the Covered Employee fails to make such designation).

         11. ENFORCEABILITY. If any portion or provision of this Plan shall to
any extent be declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Plan, or the application of such
portion or provision in circumstances other than those as to which it is so
declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision of this Plan shall be valid and enforceable to the fullest
extent permitted by law.

         12. WAIVER. No waiver of any provision hereof shall be effective unless
made in writing and signed by the waiving party. The failure of any party to
require the performance of any term or obligation of this Plan, or the waiver by
any party of any breach of this Plan, shall not prevent any subsequent
enforcement of such term or obligation or be deemed a waiver of any subsequent
breach.

         13. NOTICES. Any notices, requests, demands, and other communications
provided for by this Plan shall be sufficient if in writing and delivered in
person or sent by registered or certified mail, postage prepaid, to a


                                       9
<PAGE>


Covered Employee at the last address the Covered Employee has filed in writing
with the Employers, or to the Employers at their main office, attention of the
Board of Directors.

         14. EFFECT ON OTHER PLANS. Nothing in this Plan shall be construed to
limit the rights of the Covered Employees under the Employers' benefit plans,
programs or policies.

         15. NATURE OF PAYMENTS; REQUIREMENT FOR RELEASE, CONFIDENTIALITY AND
NON-SOLICITATION AGREEMENT. The amounts due pursuant to this Plan, except for
payment of accrued base salary through the Date of Termination, are in the
nature of severance payments considered to be reasonable by the Company and are
not in the nature of a penalty. The Company may require, as a condition to
making the payments and providing the benefits required hereby, that a Covered
Employee execute and deliver to the Company a Release and a Non-Solicitation
Agreement (as such terms are defined below), and may also require that the
Covered Employee acknowledge in writing that he or she is resigning as an
officer from the Company and as a director and officer of any subsidiary of the
Company for which the Covered Employee serves in such capacity, before any
amounts or benefits under this Plan are paid or provided. A "RELEASE" shall mean
a written release of all employment-related claims by Covered Employee of the
Company in a form and manner reasonably satisfactory to the Company. Such
Release shall in all events preserve Covered Employee's continuing rights under
this Plan except with respect to any amount paid prior to or simultaneously with
the execution of such Release, in which event Covered Employee shall acknowledge
receipt of such amount and (if such is the case) that such amount was properly
calculated and is in full satisfaction of the Company's obligation to pay such
amount. "NON-SOLICITATION AGREEMENT" means an agreement of Covered Employee with
the Company that Covered Employee shall not, without the prior written consent
of the Company for a period of one year following the Covered Employee's date of
termination, solicit or attempt to solicit for employment with or on behalf of
any corporation, partnership, venture or other business entity, any employee of
the Company or any of its affiliates or any person who was formerly employed by
the Company or any of its affiliates within the preceding six months, unless
such person's employment was terminated by the Company or any of such
affiliates.

         16. AMENDMENT OR TERMINATION OF PLAN. The Company may, upon one year's
advance written notice to the Covered Employees, amend or terminate this Plan at
any time or from time to time; PROVIDED, HOWEVER, that, with respect to any such
notice given on or prior to March 29, 2002, the amendment or termination set
forth in such notice shall not, without the written consent of a Covered
Employee, in any material adverse way affect the rights of such Covered
Employee; and PROVIDED, FURTHER, that during the 24 months following a Change in
Control no such amendment or termination shall have a material adverse effect on
the rights of a Covered Employee with respect to such Change in Control.

         17. GOVERNING LAW. This Plan shall be construed under and be governed
in all respects by the laws of the State of Maryland.

         18. OBLIGATIONS OF SUCCESSORS. In addition to any obligations imposed
by law upon any successor to the Employers, the Employers will use their best
efforts to require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Employers to expressly assume and agree to perform this Plan in
the same manner and to the same extent that the Employers would be required to
perform if no such succession had taken place.

Adopted by the Compensation Committee of the Board of Directors:  as of
September 9, 1999


                                       10
</TEXT>
</DOCUMENT>
</SUBMISSION>
