INDEMNIFICATION AGREEMENT



     INDEMNIFICATION AGREEMENT, dated as of                 (this "Agreement"),

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

by and between BRE Properties, Inc., a Maryland corporation (the "Company"), and

the undersigned director and/or officer ("Indemnitee").



                                  WITNESSETH:



     WHEREAS, the Amended and Restated Articles of Incorporation (the "Charter")

and Amended and Restated Bylaws (the "Bylaws") of the Company provide for

indemnification by the Company of its directors and officers as provided

therein, and the Indemnitee has agreed to serve as a director and/or officer of

the Company or has been serving and continues to serve as a director and/or

officer of the Company in partly reliance on such provision;



     WHEREAS, to provide the Indemnitee with additional contractual assurance of

protection against personal liability in connection with certain proceedings

described below, the Company desires to enter into this Agreement;



     WHEREAS, the Maryland General Corporation Law (the "MGCL") expressly

recognizes that the indemnification provisions of Section 2-418 of the Maryland

Corporations and Associations Annotated Code (the "Maryland Statute") are not

exclusive of any other rights to which a person seeking indemnification may be

entitled under the Charter or By-Laws of the Company, a resolution of

stockholders or directors, an agreement or otherwise, and this Agreement is

being entered into pursuant to and in furtherance of the Charter and By-Laws of

the Company, as permitted by the Maryland Statute and as authorized by the

Charter and the Board of Directors of the Company; and



     WHEREAS, in order to induce the Indemnitee to serve or continue to serve as

a director and/or officer of the Company and in consideration of the

Indemnitee's so serving, the Company desires to indemnify the Indemnitee and to

make arrangements pursuant to which the Indemnitee may be advanced or reimbursed

expenses incurred by the Indemnitee in certain proceedings described below,

according to the terms and conditions set forth below;



     NOW THEREFORE, the Company and Indemnitee hereby agree as follows:



     1. Indemnification.

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        (a) Sole Indemnification Agreement. Notwithstanding the nonexclusivity

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provisions in Section 15(a) of this Agreement, the parties hereto agree that

this Agreement replaces and supercedes any and all prior indemnification

agreements between the Company and Indemnitee.



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        (b) Third-Party Proceedings. The Company shall indemnify Indemnitee to

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

the fullest extent of Maryland law, except as otherwise provided in Section 3 of

this Agreement, if Indemnitee is or was a party or is threatened to be made a

party to any threatened, pending or completed suit, action, proceeding,

arbitration or alternative dispute resolution mechanism, investigation or

administrative hearing, whether civil, criminal, administrative or investigative

(any such suit, action, proceeding, arbitration or alternative dispute

resolution mechanism, investigation, administrative hearing being referred to

herein as a "Proceeding") (other than an action by or in the right of the

Company or any subsidiary or affiliated entity (each, a "Subsidiary") of the

Company) by reason of the fact that Indemnitee is or was an officer, director,

employee or agent of the Company or any Subsidiary of the Company, by reason of

any action or inaction on the part of Indemnitee while an officer, director,

employee or agent of the Company or any Subsidiary of the Company or by reason

of the fact that Indemnitee is or was serving at the request of the Company as

an officer, director, employee or agent of another individual, corporation or

any partnership, joint venture, trust, employee benefit plan or other entity or

enterprise (each a "Person"), against expenses (including reasonable attorneys'

fees), judgments, fines and amounts paid in settlement (if such settlement is

approved in advance by the Company, which approval shall not be unreasonably

withheld) actually and reasonably incurred by Indemnitee in connection with the

defense and/or settlement of such Proceeding (collectively, "Expenses") if

Indemnitee (i) acted in good faith and in a manner Indemnitee reasonably

believed to be in or not opposed to the best interests of the Company and its

stockholders, (ii) did not actually receive an improper personal benefit in

money, property or services and (iii) with respect to any criminal action or

proceeding, had no reasonable cause to believe his conduct was unlawful.



        (c) Proceedings by or in the Right of the Company or any Subsidiary.

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

The Company shall indemnify Indemnitee to the fullest extent of Maryland law,

except as otherwise provided in Section 3 of this Agreement, if Indemnitee is or

was a party or is threatened to be made a party to any threatened, pending or

completed Proceeding by or in the right of the Company or any Subsidiary of the

Company by reason of the fact that Indemnitee is or was an officer, director,

employee or agent of the Company or any Subsidiary of the Company, or by reason

of the fact that Indemnitee is or was serving at the request of the Company as

an officer, director, employee or agent of another Person, against Expenses in

each case to the extent actually and reasonably incurred by Indemnitee if

Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to

be in or not opposed to the best interests of the Company and its stockholders,

provided that no indemnification shall be made in respect of any claim, issue or

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matter as to which Indemnitee shall have been adjudged to be liable to the

Company and its stockholders unless and only to the extent that the Circuit

Court of the State of Maryland, or the court in which such action or proceeding

shall have been brought or is pending, shall determine that in view of all the

circumstances of the case, Indemnitee is fairly and reasonably entitled to

indemnity for expense, and then only to the extent that the court shall

determine.



          (d) Selection of Counsel. In the event the Company shall be obligated

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under Section 1(b) or (c) hereof to pay the Expenses of any Proceeding against

Indemnitee, the Company shall be entitled to assume the defense of such

Proceeding, with counsel approved by





                                     - 2 -



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Indemnitee (who shall not unreasonably withhold such approval), upon the

delivery to Indemnitee of written notice of its election so to do. After

delivery of such notice, approval of such counsel by Indemnitee and the

retention of such counsel by the Company, the Company will not be liable to

Indemnitee under this Agreement for any fees of counsel subsequently incurred by

Indemnitee with respect to the same Proceeding, provided that, (i) Indemnitee

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

shall have the right to employ Indemnitee's counsel in any such proceeding at

Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee

has been previously authorized in writing by the Company, (B) Indemnitee shall

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