<PAGE>
                                                                    EXHIBIT 4.10


           Form of the Registrant's Class A Common Stock Certificate.


[front of Certificate]

                   APARTMENT INVESTMENT AND MANAGEMENT COMPANY
              Incorporated under the laws of the state of Maryland

A

Class A Common Stock        See reverse for certain definitions and restrictions
This certificate is
transferable in Boston,
MA or New York, NY

                                                 CUSIP NUMBER 03748R101
                                   ----------


                                                    Countersigned and registered

                                                    Fleet National Bank
                                                    Transfer Agent and Registrar


                                                    Authorized Signature


This certifies that _________________ is the owner of ___________ fully-paid and
non-assessable shares of Class A Common Stock, of $.01 par value, of Apartment
Investment and Management Company, transferable only on the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed. This Certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar.

    Witness the facsimile seal of the Corporation and the signatures of its duly
authorized officers.


Dated:                               /s/ Terry Considine
                                     ------------------------
                                     Chief Executive Officer

                                     /s/ Peter Kompaniez
                                     ------------------------
                                     President

                                     /s/ Joel Bonder
                                     ------------------------
                                     Secretary


<PAGE>


[back of Certificate]

    APARTMENT INVESTMENT AND MANAGEMENT COMPANY

    This certificate and the shares represented thereby shall be held subject to
all of the provisions of the Charter and the By-Laws of Apartment Investment and
Management Company (the "Corporation"), a copy of each of which is on file at
the office of the Corporation, and made a part hereof as fully as though the
provisions of said Charter and By-Laws were imprinted in full on this
certificate, to all of which the holder of this certificate, by acceptance
hereof, assents and agrees to be bound.

    The Corporation will furnish to any stockholder on request and without
charge a full statement of the designations and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class which the Corporation is authorized to issue, of the differences in the
relative rights and preferences between the shares of each series of a preferred
or special class in series which the Corporation is authorized to issue, to the
extent they have been set, and of the authority of the Board of Directors to set
the relative rights and preferences of subsequent series of a preferred or
special class of stock. Such request may be made to the secretary of the
Corporation or to its transfer agent.

    The shares of Class A Common Stock represented by this certificate are
subject to restrictions on transfer. No person may Beneficially Own shares of
Class A Common Stock in excess of the Ownership Restrictions, as applicable,
with certain further restrictions and exceptions set forth in the Charter. Any
Person that attempts to Beneficially Own shares of Class A Common Stock in
excess of the applicable limitation must immediately notify the Corporation. All
capitalized terms in this legend have the meanings ascribed to such terms in the
Charter, as the same may be amended from time to time, a copy of which,
including the restrictions on transfer, will be sent without charge to each
stockholder that so requests. If the restrictions on transfer are violated (i)
the transfer of the shares of Class A Common Stock represented hereby will be
void in accordance with the Charter or (ii) the shares of Class A Common Stock
represented hereby will automatically be transferred to a Trustee of a Trust for
the benefit of one or more Charitable Beneficiaries.






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

    TEN COM  -  as tenants in common           UNIF GIFT MIN ACT -  Custodian
                                                           (Cust)      (Minor)
                                               -----  ----       -----
    TEN ENT  -  as tenants by the entireties   Under Uniform Gifts to Minors
                                                 Act
    JT TEN   -  as joint tenants with right of              (State)
                survivorship and not as tenants
                in common

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


                                       2

<PAGE>





For Value received                   hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE (NAME
AND ADDRESS OF TRANSFEREE SHOULD BE PRINTED OR TYPEWRITTEN)
    Shares of the Class A Common Stock represented by the within Certificate and
do hereby irrevocably constitute and appoint _______________ Attorney to
transfer the said stock on the books of the within-named Corporation with full
power of substitution in the premises.



Dated:                                              SIGNATURE


SIGNATURE(S) GUARANTEED
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.



By:


THE SIGNATURE SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION,(BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS) WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO SEC RULE
17Ad-15.

                                        3