May 30, 2002





Apartment Investment and Management Company

2000 South Colorado Boulevard

Suite 2-1000

Denver, Colorado 80222



AIMCO Properties, L.P.

2000 South Colorado Boulevard

Suite 2-1000

Denver, Colorado 80222



Ladies and Gentlemen:



         We (the "Manager") are acting on behalf of the underwriter or

underwriters (including ourselves) named below (such underwriter or underwriters

being herein called the "Underwriters"), and we understand that Apartment

Investment and Management Company, a Maryland corporation (the "Company"),

proposes to issue and sell to the Underwriters 8,000,000 shares of its Class A

Common Stock, $0.01 par value per share (the "Initial Equity Securities"). The

Company also proposes to issue and sell to the Underwriters not more than

1,200,000 additional shares of its Class A Common Stock, $0.01 par value per

share (the "Equity Optional Securities," and together with the Initial Equity

Securities, the "Equity Securities").



         Subject to the terms and conditions set forth or incorporated by

reference herein, the Company hereby agrees to sell to the several Underwriters,

and each Underwriter agrees, severally and not jointly, to purchase from the

Company the respective principal amounts of Initial Equity Securities set forth

below opposite their names at a purchase price of $46.17 per share of Equity

Security:



         On the basis of the representations and warranties contained in this

Agreement, and subject to its terms and conditions, the Company also agrees to

sell the Underwriters the Equity Optional Securities, and the Underwriters shall

have a one-time right to purchase, severally and not jointly, up to 1,200,000 of

Equity Optional Securities. If the Underwriters elect to exercise such option,

the Manager, on behalf of the Underwriters, shall so notify the Company in

writing not later than 30 days after the date of this Agreement, which notice

shall specify the number of Equity Optional Securities to be purchased by the

Underwriters and the date on which such shares are to be purchased. Such date

may be the same as the Closing Date (as defined below) but not earlier than the

Closing Date nor later than ten business days after the date of such notice.

Equity Optional Securities may be purchased as provided solely for the purpose

of covering overallotments made in connection with the offering of the Equity

Securities. If any Equity Optional Securities are to be purchased, each

Underwriter agrees, severally and not jointly, to purchase the number of Equity

Optional Securities (subject to such adjustments to eliminate





{PAGE}



fractional shares as the Manager may determine) that bears the same proportion

to the total number of Equity Optional Securities to be purchased as the number

of Initial Equity Securities set forth in Schedule I hereto opposite the name of

such Underwriter bears to the total number of Initial Equity Securities to be

purchased.



{Table}

{Caption}

                                                                  NUMBER OF INITIAL

                    NAME                                          EQUITY SECURITIES

{S}                                                               {C}

Morgan Stanley & Co. Incorporated                                     8,000,000

                                                                     ----------

     Total...........................................                 8,000,000

{/Table}



         The Underwriters will pay for the Equity Securities upon delivery

thereof at Mayer, Brown, Rowe & Maw, 190 South LaSalle Street, Chicago, Illinois

at 10:00 a.m. (New York City time) on June 5, 2002, or at such other time, not

later than 5:00 p.m. (New York City time) on June 15, 2002, as shall be

designated by the Manager. The time and date of such payment and delivery are

hereinafter referred to as the "Closing Date."



         The Underwriters will pay for the Equity Optional Securities upon

delivery thereof at Mayer, Brown, Rowe & Maw, 190 South LaSalle Street, Chicago,

Illinois at 10:00 a.m. (New York City time) on such date and at such time as

specified in the notice from the Underwriters referred to above. The time and

date of such payment and delivery are hereinafter referred to as the "Option

Closing Date."



         All provisions contained in the document entitled Apartment Investment

and Management Company Form of Underwriting Agreement Standard Provisions

(Equity Securities) dated May 30, 2002 (the "Underwriting Agreement"), a copy of

which is attached hereto, are herein incorporated by reference in their entirety

and shall be deemed to be a part of this Agreement to the same extent as if such

provisions had been set forth in full herein, except that (i) if any term

defined in such document is otherwise defined herein, the definition set forth

herein shall control, (ii) all references in such document to a type of security

that is not an Offered Security shall not be deemed to be a part of this

Agreement and (iii) all references in such document to a type of agreement that

has not been entered into in connection with the transactions contemplated

hereby shall not be deemed to be a part of this Agreement.



         In addition to the conditions specified in Section 4 of the

Underwriting Agreement, the obligations of the Underwriters to purchase the

Equity Securities are subject to the condition that each of the directors and

executive officers of the Company shall have delivered to the Underwriters a

"lock-up" agreement substantially in the form attached hereto as Exhibit A.

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