BRE PROPERTIES INC /MD/
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH EDWARD F. LANGE
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>dex105.txt
<DESCRIPTION>FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH EDWARD F. LANGE
<TEXT>
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                                                                    EXHIBIT 10.5

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT

     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "First Amendment") is
made to be effective as of January 1, 2003, by and between BRE Properties, Inc.
("Company") and Edward F. Lange, Jr. ("Executive") and amends that employment
agreement between Company and Executive dated June 23, 2000 (the "Employment
Agreement").

     The parties hereto agree to amend the Employment Agreement as follows:

     1. Annual Performance Bonus. Section 3.2 entitled "Annual Performance
        ------------------------
Bonus" is deleted in its entirety and replaced with the following:

          "3.2 Annual Performance Bonus. Effective for the calendar year 2003,
               ------------------------
     Executive shall be eligible to receive an annual incentive bonus (the
     "Annual Bonus") targeted at eighty percent (80%) of Base Salary for the
     achievement of the management by objective criteria established by the
     Board (the "MBO Criteria"). It is anticipated that, for any given year, the
     amount of the Annual Bonus could range from 0% of Base Salary (in the event
     of a failure to achieve the MBO Criteria), to eighty percent (80%) of Base
     Salary (in the event of achievement of the MBO Criteria), to between eighty
     percent (80%) and one hundred twenty percent (120%) (in the event the
     Annual Criteria are exceeded). Except as otherwise specified in this
     Agreement, Executive shall earn the Annual Bonus only at the end of each of
     the Company's fiscal years during the Term. The Annual Bonus, if earned,
     shall be paid within 90 days after the end of each fiscal year."

     2. Future Long Term Incentive Awards. Section 3.4 entitled "Future
        ---------------------------------
Long-Term Incentive Awards" is deleted in its entirety and replaced with the
following:

          "3.4. Future Long Term Incentive Awards. Beginning with January 1 of
                ---------------------------------
     the first full calendar year of this Agreement and continuing with each
     subsequent fiscal year during the Term, Executive shall be eligible to
     receive additional long-term incentive awards at the discretion of the
     Board. It is contemplated that such awards will take into account
     financial, operating, and other results achieved during the preceding
     fiscal year as well as future long-term performance goals. Such awards may
     be in the form of options, restricted shares, SARs, stock grants, or any
     other form of long-term compensation, as determined by the Board."

     3. Effect of Amendment. Except as modified hereby, the Employment Agreement
shall continue in full force and effect. Any reference to the Employment
Agreement shall include this First Amendment.

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     IN WITNESS WHEREOF, this Agreement has been executed effective as of the
date specified in the first paragraph.

                                                COMPANY: BRE PROPERTIES, INC.


                                                By: /s/ Frank McDowell
                                                    ----------------------------

                                                Its: President and CEO
                                                    ----------------------------

                                                EXECUTIVE: EDWARD F. LANGE, JR.

                                                 /s/ Edward F. Lange, Jr.
                                                --------------------------------


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