<PAGE>


                                                                 EXHIBIT 10.29


                           MODIFICATION AGREEMENT
                             TO SYNDICATE LOAN





                                     TO

                            BRE PROPERTIES, INC.





                               MADE BY VARIOUS
                            FINANCIAL INSTITUTIONS
                                     WITH
                           BANK OF AMERICA NT & SA
                                  AS AGENT


<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
     1.   RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     2.   DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     3.   MODIFICATION OF LOAN DOCUMENTS . . . . . . . . . . . . . . . . . .   3
     4.   THE CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     5.   APPOINTMENT AND AUTHORIZATION OF AGENT . . . . . . . . . . . . . .   4
     6.   LOAN ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     7.   PROCEDURE FOR BORROWING. . . . . . . . . . . . . . . . . . . . . .   5
     8.   CONTRACT RATE ELECTIONS. . . . . . . . . . . . . . . . . . . . . .   5
     9.   FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     10.  PAYMENTS BY THE BORROWER . . . . . . . . . . . . . . . . . . . . .   6
     11.  PREPAYMENTS, TERMINATION OR REDUCTION OF LOAN. . . . . . . . . . .   6
     12.  USURY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     13.  INCREASED COSTS AND REDUCTION OF RETURN. . . . . . . . . . . . . .   7
     14.  COSTS AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . .   7
     15.  INDEMNIFICATION BY THE BORROWER. . . . . . . . . . . . . . . . . .   7
     16.  ASSIGNMENTS, PARTICIPATIONS, ETC.. . . . . . . . . . . . . . . . .   7
     17.  PUBLICITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     18.  CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . .   8
     19.  CONDITIONS TO ALL BORROWINGS . . . . . . . . . . . . . . . . . . .   8
     20.  AUTHORIZATION AND ENFORCEABILITY REPRESENTATIONS . . . . . . . . .   8
     21.  CONSENT TO JURISDICTION. . . . . . . . . . . . . . . . . . . . . .   9
     22.  INCORPORATION. . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     23.  NO IMPAIRMENT. . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     24.  INTEGRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     25.  ELECTRONIC NOTICES . . . . . . . . . . . . . . . . . . . . . . . .   9
     26.  NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     27.  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . .  10

<PAGE>

                             MODIFICATION AGREEMENT
                                TO SYNDICATE LOAN


     This Modification Agreement ("Agreement") is made as of February 11, 1997,
by BRE PROPERTIES, INC., a Maryland corporation ("Borrower"); BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association ("BofA");
and the several financial institutions from time to time party to this Agreement
(collectively, the "Banks"; individually a "Bank").


                               FACTUAL BACKGROUND

     A.   Banks agree to make a loan (the "Loan") to the Borrower in accordance
with an Unsecured Line of Credit Loan Agreement dated February 11, 1997 (the
"Loan Agreement").  Capitalized terms used herein without definition have the
meanings given in the Loan Agreement.  The Loan is evidenced by a Note dated
February 11, 1997 in the stated principal amount of $50,000,000.  Each of the
Banks, including BofA, will have a direct lender relationship with the Borrower
in accordance with the Loan Documents, as hereby amended.  The Banks wish to
designate BofA as their Agent in this syndicated Loan.  Because BofA is both an
individual Bank in the syndicate as well as agent for all of the Banks in the
syndicate, the parties wish to modify certain defined terms in the Loan
Documents.

     B.   The Borrower, BofA and the other Banks wish to modify the Loan
Documents as set forth herein.


                                    AGREEMENT

     Therefore, the Borrower and Banks agree as follows:

     1.   RECITALS.  The recitals set forth above in the Factual Background are
correct.

     2.   DEFINITIONS.  As used herein, the following words have the meanings
indicated.

          "ADVANCE" means any advance of Loan proceeds made pursuant to the
     terms of the Loan Documents.

          "AFFILIATE" means, as to any Person, any other Person, which, 
     directly or indirectly, is in control of, is controlled by, or is under 
     common control with, such Person.  A Person shall be deemed to control 
     another Person if the controlling Person possesses, directly or 
     indirectly, the power to direct or cause the direction of the management 
     and policies of the other Person, whether through the ownership of 
     voting securities, membership interests, by contract or otherwise.

          "AGENT" means BofA in its capacity as agent for the Banks hereunder,
     and any successor agent.

          "AGENT-RELATED PERSONS" means BofA and any successor agent hereunder,
     together with their respective Affiliates and the officers, directors,
     employees and agents of such Persons.

          "AGENT'S PAYMENT OFFICE" means the address for payments set forth
     herein for the Agent, or such other address as the Agent may specify.

          "BANK" has the meaning specified in the introductory sentence of this
     Agreement; BofA in its capacity as a lender hereunder is one of the

                                    ii

<PAGE>

     Banks.

          "BOFA" means Bank of America National Trust and Savings Association, a
     national banking association.

          "CAPITAL ADEQUACY REGULATION" means any guideline or directive of any
     central bank or other Governmental Authority, or any other law, rule or
     regulation regarding capital adequacy of a Bank or of any corporation
     controlling a Bank.


          "COMMITMENT" means the amount of the Loan for which each Bank is
     obligated.

          "ELIGIBLE ASSIGNEE" means (i) a commercial bank or investment bank
     organized under the laws of the United States, or any state thereof, and
     having a combined capital and surplus of at least $100,000,000; (ii) a
     Person that is primarily engaged in the business of commercial banking and
     is an Affiliate of a Bank; and (iii) any other Person approved by Majority
     Banks and Agent.

          "FEDERAL FUNDS RATE" means, for any day, the rate published by the
     Federal Reserve Bank of New York for the preceding Banking Day as "Federal
     Funds (Effective)"; (or, if not published, the arithmetic mean of the rates
     for overnight Federal funds arranged prior to 9:00 a.m. (New York City
     time) on that day quoted by three brokers of Federal Funds in New York City
     as determined by the Agent). 

          "INDEMNIFIED LIABILITIES" has the meaning given in Section 15 entitled
     "Indemnification by the Borrower".

          "INDEMNIFIED PERSON" has the meaning given in Section 15 entitled
     "Indemnification by the Borrower".

          "GAAP" means generally accepted accounting principles set forth in the
     opinions and pronouncements of the Accounting Principles Board and the
     American Institute of Certified Public Accountants and statements and
     pronouncements of the Financial Accounting Standards Board, or in such
     other statements by such other entity as may be in general use by
     significant segments of the accounting profession, which are applicable to
     the circumstances as of the date of determination.  

          "GOVERNMENTAL AUTHORITY" means any government, state or other
     political subdivision thereof, any central bank (or similar monetary or
     regulatory authority) thereof, any entity exercising executive,
     legislative, judicial, regulatory or administrative functions of or
     pertaining to government, and any entity owned or controlled through
     capital ownership or otherwise by any of the foregoing.

          "LENDING OFFICE" means, as to any Bank, the office specified as its
     Lending Office on Schedule I or as the Bank may designate to the Borrower
     and the Agent. 

          "LOAN DOCUMENTS" means the Loan Agreement, the Note and any other
     documents designated as "Loan Documents" in the Loan Agreement.  This
     Modification Agreement is a Loan Document.

          "MAJORITY BANKS" means, at any time, a Bank or Banks then holding in
     excess of 66-2/3% of the then aggregate unpaid principal amount of the Loan
     (or, if no principal amount is then outstanding, having in excess of 
     66-2/3% of the Commitments).

          "NOTE" means a promissory note executed by the Borrower in favor of a
     Bank or the Agent on behalf of the Banks in connection with this


                                      -2-

<PAGE>

     Loan. 

          "NOTICE OF BORROWING" means a notice as described in the Loan
     Agreement.

          "OBLIGATIONS" means all advances, debts, liabilities, obligations and
     covenants arising under any Loan Document owing by the Borrower to any
     Bank, the Agent or any Indemnified Person, whether absolute or contingent,
     due or to become due, now existing or hereafter arising.

          "PERSON" means any natural person, employee, corporation, limited 
     partnership, general partnership, joint stock company, limited liability
     company, joint venture, association, company, trust, bank, trust company,
     land trust, business trust or other organization, whether or not a legal
     entity, or any other non-governmental entity, or any Governmental
     Authority.

          "PRO RATA SHARE" means, as to any Bank at any time, the percentage
     equivalent (expressed as a decimal rounded to the fifth decimal place) at
     such time of such Bank's share of the Loan.

          "SUBSIDIARY" of a Person means any other Person of which 50% or more
     of the voting stock, membership interests or other equity interests is
     owned or controlled directly or indirectly by the Person, or one or more of
     the Subsidiaries of the Person, or a combination thereof.  


     3.   MODIFICATION OF LOAN DOCUMENTS.  The Loan Documents are hereby amended
as follows, subject to the terms and conditions hereof:

          (a)  The Note is modified so that "Bank" means the Agent acting as
agent for the Banks, except that the reference to "Bank" in Section 18 of the
Note and Paragraph 5 of Exhibit B to the Note is modified to mean "Banks".

          (b)  The Loan Agreement is modified so that "Bank" means the Agent
acting as agent for the Banks, except that the reference to "Bank" in Sections
9.8 and 9.9 of the Loan Agreement is modified to mean "Banks".

     4.   THE CREDIT.  

          (a)  Subject to the terms and conditions hereof, each Bank agrees to
fund its Pro Rata Share of each Advance of Loan proceeds from time to time until
the maturity date of the Loan.  Such Loan proceeds shall be delivered to the
Borrower in accordance with the provisions of the Loan Documents.

          (b)  The Borrower and each Bank acknowledge that, as of the date of
this Agreement, the Loan and the amount outstanding, and each Bank's Pro Rata
Share of the Loan, are:



                (i)  The Loan:                                    $50,000,000


               (ii)  Total Current Outstanding Principal:         $         0
                                                                   ----------

              (iii)  Total Accrued and Unpaid Interest:           $         0
                                                                   ----------

               (iv)  Each Bank's Pro Rata Share of the Loan 
                     shall be:

                       BofA:                                      50.00000%
                       The Industrial Bank of Japan,
                         Limited, Los Angeles Agency:             25.00000%
                       Commerzbank AG, Los Angeles Branch:        25.00000%

          (c)  Each Bank shall become vested with its Pro Rata Share of the


                                      -3-

<PAGE>

Loan upon execution and delivery of the required documents and upon payment 
of its Pro Rata Share of the principal balance of the Loan outstanding and 
any other fees, costs or expenses due hereunder or pursuant to another 
agreement, provided that the commitment fee paid by the Borrower to the Agent 
pursuant to Section 2.1(a) of the Loan Agreement shall be allocated in 
accordance with separate letter understandings between the Agent and each 
Bank.  Upon such payment, the respective interests of each Bank in the Loan 
Documents and the other rights and claims with respect to the Loan shall be 
of equal priority with one another, except as otherwise expressly provided.

          (d)  A complete set of Loan Documents shall be held by Agent.

          (e)  A Bank which is not the Agent shall have no interest in any 
(i) property taken as security for any other loan or financial accommodation 
made or furnished to the Borrower by Agent (in which the Bank has not 
acquired an interest); (ii) property now or hereafter in Agent's possession 
or under Agent's control other than by reason of the Loan Documents; or (iii) 
deposits which may be or might become security for the Borrower's Obligations 
by reason of the general description contained in any instrument not a Loan 
Document held by the Agent or by reason of any right of setoff, counterclaim, 
banker's lien or otherwise.  If, however, such property shall actually be 
applied to the payment of amounts owing by the Borrower in connection with 
the Loan, then each Bank shall be entitled to its Pro Rata Share, if any, of 
such application to the Loan.

          (f)  All the parties agree that, except as may be otherwise 
expressly provided, all of the interest rates for the Loan are those of and 
are calculated in accordance with the requirements and any applicable 
assessments of the Agent, regardless of which Bank is making an Advance or 
receiving a payment thereon.

     5.   APPOINTMENT AND AUTHORIZATION OF AGENT.

          (a)  Each Bank hereby irrevocably appoints, designates and 
authorizes the Agent to take such action on its behalf under the provisions 
of this Agreement and each other Loan Document and to exercise such powers 
and perform such duties as are expressly delegated to it by the terms of this 
Agreement or any other Loan Document, together with such powers as are 
reasonably incidental thereto and as further provided in the Co-Lender 
Agreement described below.  The obligations of Agent under the Loan Documents 
are separate and independent of the obligations of BofA, as an agent under 
the Prior Line of Credit.

          (b)  Subject to the limitations set forth in the Loan Documents and 
Co-Lender Agreement, Agent's powers include but are not limited to the power: 
(i) to administer, manage and service the Loan; (ii) to enforce the Loan 
Documents; (iii) to make all decisions under the Loan Documents in connection 
with the day-to-day administration of the Loan, any inspections authorized by 
the Loan Documents, and other routine administration and servicing matters; 
(iv) to collect and receive from the Borrower or any third persons all 
payments of amounts due under the terms of the Loan Documents and to 
distribute the amounts thereof to the Banks; (v) to collect and distribute or 
disburse all other amounts due under the Loan Documents; (vi) to grant or 
withhold consents, approvals or waivers, and make any other determinations in 
connection with the Loan Documents; and (vii) to exercise all such powers as 
are incidental to any of the foregoing matters.  Agent shall furnish to Banks 
copies of material documents, including confidential ones, received from the 
Borrower regarding the Loan, the Loan Documents and the transactions 
contemplated thereby.  Agent shall have no responsibility with respect to the 
authenticity, validity, accuracy or completeness of the information provided.

          (c)  Notwithstanding any provision to the contrary contained in any
Loan Document, the Agent shall not have any duties or responsibilities,


                                      -4-

<PAGE>

except those expressly set forth in the Loan Documents or the Co-Lender 
Agreement, nor shall the Agent have any fiduciary relationship with any Bank, 
and no implied covenants, responsibilities, duties, obligations or 
liabilities shall be read into this Agreement or any other Loan Document 
against the Agent.  

          (d)  The Borrower acknowledges that the Banks have executed a 
Co-Lender Agreement to supplement the Loan Documents with respect to the 
relationship of the Banks and the Agent among themselves in connection with 
the Loan.  The Co-Lender Agreement is not a Loan Document.  

          (e)  The Agent may, and at the request of the Majority Banks shall, 
resign as Agent upon 30 days' notice to the Banks.  If the Agent resigns 
under this Agreement, the Majority Banks shall appoint from among the Banks a 
successor agent.  If no successor agent is appointed prior to the effective 
date of the resignation of the Agent, the Agent may appoint, after consulting 
with the Banks, a successor agent from among the Banks.  Upon the acceptance 
of appointment as successor agent hereunder, such successor agent shall 
succeed to all the rights, powers and duties of the retiring Agent and the 
term "Agent" shall mean such successor agent, and the retiring Agent's 
appointment, powers and duties as Agent shall terminate.  After any retiring 
Agent's resignation hereunder as Agent, the provisions regarding payment of 
costs and expenses and indemnification of Agent shall inure to its benefit as 
to any actions taken or omitted to be taken by it while it was Agent under 
this Agreement.  If no successor agent has accepted appointment as Agent by 
the date which is 30 days following a retiring Agent's notice of resignation, 
the retiring Agent's resignation shall nevertheless thereupon become 
effective, and the Banks shall perform all of the duties of the Agent 
hereunder until such time, if any, as the Majority Banks appoint a successor 
agent.

     6.   LOAN ACCOUNTS.  The Advances made by each Bank shall be evidenced 
by one or more loan accounts or records maintained by such Bank and Agent in 
the ordinary course of business.  The loan accounts or records maintained by 
the Agent and each Bank shall be conclusive absent manifest error of the 
amount of the Loan made by the Banks to the Borrower and the interest and 
payments thereon.  Any failure so to record or any error in doing so shall 
not, however, limit or otherwise affect the obligation of the Borrower 
hereunder to pay any amount owing with respect to the Loan.

     7.   PROCEDURE FOR BORROWING.

          (a)  Each Borrowing shall be made upon the Borrower's irrevocable 
written notice delivered to the Agent in accordance with the Loan Agreement.

          (b)  The Agent will promptly notify each Bank of any Notice of 
Borrowing and of the amount of such Bank's Pro Rata Share of that borrowing. 
Banks acting through Agent shall disburse the Loan as provided in the Loan 
Agreement.

          (c)  Each Bank will make the amount of its Pro Rata Share of each 
borrowing available to the Agent for the account of the Borrower at the 
Agent's Payment Office by 11:00 a.m. (San Francisco time) on the borrowing 
date requested by the Borrower in funds immediately available to the Agent.  
The proceeds of all such Loans will then be made available to the Borrower by 
the Agent by wire transfer in accordance with written instructions provided 
to the Agent by the Borrower. 

          (d)  Unless the Agent receives notice from a Bank at least one 
Banking Day prior to the date of a borrowing that such Bank will not make 
available to the Agent when required the amount of that Bank's Pro Rata Share 
of the borrowing, the Agent may assume that each Bank has made such amount 
available to the Agent in immediately available funds on the borrowing date.


                                      -5-

<PAGE>

          (e)  The failure of any Bank to make any Advance on any borrowing 
date shall not relieve any other Bank of any obligation hereunder to make an 
Advance on such borrowing date, but no Bank shall be responsible for the 
failure of any other Bank to make its Advance on the borrowing date.

     8.   CONTRACT RATE ELECTIONS.

          (a)  The Borrower may elect applicable interest rates in accordance 
with the requirements, terms and conditions set forth in the Note upon 
irrevocable written notice to the Agent to be received by the Agent on the 
appropriate day not later than 9:30 a.m. (San Francisco time).

          (b)  The Agent will promptly notify each Bank of receipt of an 
election of the Contract Rate.  If no timely notice is provided by the 
Borrower, the Agent will promptly notify each Bank of any automatic 
conversion to Reference-based Rate.  All rate elections and conversions shall 
be made ratably according to the respective outstanding principal amounts of 
the Loan held by each Bank with respect to which the notice was given. 

     9.   FEES.

          (a)  AGENCY FEE.  The Borrower shall pay an agency fee to the Agent 
for the Agent's own account, as set forth in a separate letter understanding 
between the Agent and the Borrower.

          (b)  OTHER FEES.  The Borrower shall pay to the Agent for the 
account of each Bank the commitment fee and the unused commitment fee as set 
forth in Section 2.1 of the Loan Agreement.

     10.  PAYMENTS BY THE BORROWER.

          (a)  All payments to be made by the Borrower shall be made without 
set-off, recoupment or counterclaim.  Except as otherwise provided, all 
payments by the Borrower shall be made to the Agent for the account of the 
Banks at the Agent's Payment Office, and shall be made in U.S. dollars and in 
immediately available funds, in accordance with the Loan Documents.  The 
Agent will promptly distribute to each Bank its Pro Rata Share (or other 
applicable share as may be agreed by a Bank) of such payment in like funds as 
received in accordance with the payment instructions specified on Schedule 
II.  Any payment received by the Agent later than 11:00 a.m. (San Francisco 
time) shall be deemed to have been received on the following Banking Day and 
any applicable interest or fee shall continue to accrue.

          (b)  To the extent that the Borrower makes a payment to the Agent 
or the Banks, or the Agent or the Banks exercise the right of set-off, and 
such payment or the proceeds of such set-off or any part thereof are 
subsequently invalidated, declared to be fraudulent or preferential, set 
aside or required (including by any settlement) to be repaid to a trustee, 
receiver, the Borrower or any other party, in connection with any Insolvency 
Proceeding or otherwise, then (i) to the extent of such recovery the 
obligation or part thereof originally intended to be satisfied shall be 
revived and continued in full force and effect as if such payment had not 
been made or such set-off had not occurred, and (ii) each Bank severally 
agrees to pay to the Agent upon demand its Pro Rata Share of any amount so 
recovered from or repaid by the Agent.

          (c)  Agent shall have the exclusive right to collect on the Loan 
from the Borrower or any guarantors, third parties, or otherwise including 
principal, interest, fees or any prepayment premiums, whether such amounts 
are received directly from the Borrower, any guarantors, or other persons, or 
are collected by offset by Agent against the money or other property of the 
Borrower or any guarantors deposited at or held by Agent, or other enforcement


                                      -6-

<PAGE>

of the Loan Documents.  No Bank shall independently initiate any judicial 
action or equivalent action or other proceeding against the Borrower with 
respect to the Loan. 

     11.  PREPAYMENTS, TERMINATION OR REDUCTION OF LOAN.  In the event the 
Borrower elects to prepay the Loan in whole or in part in accordance with the 
Loan Documents, the Agent will promptly notify each Bank of such notice and 
of each Bank's Pro Rata Share of such prepayment.  Any reduction or 
termination of the Loan shall be applied to each Bank according to its Pro 
Rata Share.  All accrued unused commitment fees up to but not including the 
effective date of any reduction or termination of the Loan shall be payable 
on the effective date of such reduction or termination.

     12.  USURY.  If a court ultimately determines that the Loan (or an 
Advance) violates applicable usury law, then (a) the Borrower shall not be 
required to pay to a Bank interest on the Loan (or the Advance) at a rate in 
excess of the maximum rate that may be lawfully charged under applicable law; 
and (b) in the event that any Bank shall collect interest or other monies 
which are deemed to constitute interest which would increase the effective 
interest rate on the Loan (or an Advance) to a rate in excess of that 
permitted by applicable law, such excess interest shall, at the option of 
said Bank, be returned to the Borrower or credited against the principal 
balance of the Loan (or Advance) then outstanding; (c) provided, however, 
that if a usury law applies to one or more but not all Banks, then the Banks 
not affected by the usury law shall be entitled to the full amount of 
interest from the Borrower under the Loan Documents even though other Banks 
may receive or retain less due to the usury law. 

     13.  INCREASED COSTS AND REDUCTION OF RETURN.  If any Bank shall have 
determined that a change in or compliance with any Capital Adequacy 
Regulation affects the amount of capital required to be maintained by the 
Bank or any Person controlling the Bank, and such Bank determines that the 
amount of such required capital is increased as a consequence of the Loan or 
other obligations under the Loan Documents taking into consideration such 
Bank's or such Person's policies with respect to capital adequacy and desired 
return on capital, then, upon demand of such Bank to the Borrower through the 
Agent, the Borrower shall pay to the Bank an additional amount sufficient to 
compensate the Bank for such increase.

     14.  COSTS AND EXPENSES.  The Borrower shall pay or reimburse the Agent 
and each Bank within five Banking Days after demand for all costs and 
expenses (including legal fees) incurred by them in connection with:

          (a)  the preparation, administration and execution of any Loan 
Document and any amendment, supplement, waiver or modification and any other 
documents prepared in connection herewith or therewith, (whether or not the 
particular Loan, transaction or document is consummated), including 
reasonable legal fees incurred by BofA (including as Agent) with respect 
thereto; and

          (b)  the enforcement or preservation of any rights or remedies 
under any Loan Document with respect to an Event of Default (including any 
"workout" or restructuring of the Loan, and any Insolvency Proceeding, 
judicial proceeding or arbitration).


                                      -7-

<PAGE>

     15.  INDEMNIFICATION BY THE BORROWER.  The Borrower shall indemnify, 
defend and hold the Agent-Related Persons, each Bank and each of its 
respective officers, directors, employees and agents (each, an "Indemnified 
Person") harmless from and against any and all liabilities, obligations, 
losses, damages, actions, judgments, costs and expenses (including legal 
fees) which may be incurred by or asserted against any such Person arising 
out of or relating to the Loan or the Loan Documents or any document or 
transaction or action taken or not by any such Person in connection with any 
of the foregoing, including any investigation, arbitration, litigation, 
Insolvency Proceeding or other proceeding whether or not any Indemnified 
Person is a party thereto (all the foregoing, collectively, the "Indemnified 
Liabilities"); provided, that the Borrower shall have no obligation hereunder 
to any Indemnified Person with respect to Indemnified Liabilities resulting 
solely from the gross negligence or willful misconduct of such Indemnified 
Person.  The agreements in this Section 15 shall survive payment of all other 
Obligations.

     16.  ASSIGNMENTS, PARTICIPATIONS, ETC.  

          (a)  A Bank may at any time assign to one or more Eligible 
Assignees (each an "Assignee") with the written consent of the Borrower 
(other than during the existence of an Event of Default) and of the Agent (at 
all times), which consent shall not be unreasonably withheld (provided that 
no written consent shall be required for an Eligible Assignee that is an 
Affiliate of such assignor Bank) all or part of its Pro Rata Share of the 
Loan and the other rights and obligations of such assignor Bank hereunder, in 
a minimum amount of $5,000,000; provided, however, that no such assignment 
shall be permitted if the effect thereof is to cause the remaining Commitment 
of the assignor Bank to be less than $12,500,000.  However, such assignment 
shall be conditioned on, and the Borrower and the Agent may continue to deal 
solely and directly with such assignor Bank until, (i) written notice of such 
assignment, substantially in the form of the attached Exhibit A shall have 
been given to the Borrower and the Agent by such Bank and the Assignee; (ii) 
such Bank and its Assignee shall have delivered to the Agent and the Borrower 
an Assignment and Assumption Agreement substantially in the form of the 
attached Exhibit B ("Assignment and Assumption Agreement") (together with any 
Note(s) subject to such assignment); and (iii) the Assignee has paid to the 
Agent a processing fee in the amount of $5,000.

          (b)  From the date that the Agent notifies the assignor Bank that 
all conditions and requirements of the assignment have been met, then to the 
extent that rights and obligations hereunder have been assigned (i) the 
Assignee thereunder shall be a party hereto and shall have the rights and 
obligations of a Bank under the Loan Documents and the Co-Lender Agreement, 
(ii) the assignor Bank shall relinquish such assigned rights and be released 
from such assigned obligations under the Loan Documents, (iii) this Agreement 
shall be deemed to be amended to the extent necessary to reflect the addition 
of the Assignee and the resulting adjustment of the Pro Rata Shares of the 
Loan arising therefrom, and (iv) the Pro Rata Share allocated to an Assignee 
shall reduce the Pro Rata Share of the assigning Bank.

          (c)  A Bank (the "originating Bank") may sell to one or more 
Persons not Affiliates of the Borrower (a "Participant") participating 
interests in the Loan; provided that (i) the originating Bank's obligations 
under the Loan Documents and the Co-Lender Agreement shall remain unchanged, 
(ii) the originating Bank shall remain solely responsible for the performance 
of such obligations, (iii) the Borrower and the Agent shall continue to deal 
solely and directly with the originating Bank in connection with the Loan and 
Loan Documents, (iv) no Bank shall transfer or grant any participating 
interest under which the Participant has rights to approve any amendment, 
consent or waiver with respect to any Loan Document, except to the extent 
such amendment, consent or waiver would require unanimous consent of the 
Banks, and (v) each participating interest shall be in a minimum amount of 
$5,000,000, 


                                      -8-

<PAGE>

and no such participation shall be permitted if the non-participated interest 
of the originating Bank would thereafter be less than $12,500,000.  A 
Participant shall not have any rights under the Loan Documents or the 
Co-Lender Agreement, and all amounts payable by the Borrower hereunder shall 
be determined as if the originating Bank had not sold such participation.

          (d)  Notwithstanding any other provision, a Bank may pledge its 
interest in the Loan in favor of any Federal Reserve Bank in accordance with 
Federal law.  

     17.  PUBLICITY.  Each Bank may refer to the Loan in its own promotional 
and advertising materials.  The Borrower shall not identify a Bank as a 
lender, except with such Bank's prior written consent, provided through the 
Agent in each instance.

     18.  CONDITIONS PRECEDENT.  In addition to the conditions precedent set 
forth in Section 4 of the Loan Agreement, the obligation of each Bank under 
the Loan Documents is subject to the further condition that the Agent has 
received reimbursement of all costs and expenses incurred by Agent in 
connection with this Agreement, including legal fees and expenses of Agent's 
counsel, and the costs for services of Agent's in-house staff, such as legal 
services.  

     19.  CONDITIONS TO ALL BORROWINGS.  The obligation of each Bank to make 
an Advance (including its initial disbursement) is subject to the 
satisfaction on the relevant borrowing date of the conditions set forth in 
the Loan Documents.

     20.  AUTHORIZATION AND ENFORCEABILITY REPRESENTATIONS.  Each Bank, Agent 
and the Borrower hereby represents to the other parties hereto that all 
necessary action has been taken to authorize it to execute and to perform its 
obligations under the Loan Documents, and that the Loan Documents are binding 
and enforceable against it.

     21.  CONSENT TO JURISDICTION.  ANY LEGAL ACTION OR PROCEEDING WITH 
RESPECT TO ANY LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF 
CALIFORNIA, OR OF THE UNITED STATES FOR THE NORTHERN OR CENTRAL DISTRICTS OF 
CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, 
AGENT AND EACH BANK CONSENTS, FOR ITSELF AND ITS PROPERTY, TO THE 
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  THE BORROWER, AGENT AND EACH 
BANK IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING BASED ON VENUE OR FORUM NON 
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION 
OR PROCEEDING IN SUCH JURISDICTION IN CONNECTION WITH THE LOAN.  THE 
BORROWER, AGENT AND EACH BANK WAIVES PERSONAL SERVICE OF ANY SUMMONS, 
COMPLAINT OR OTHER PROCESS WHICH MAY BE MADE BY OTHER MEANS UNDER APPLICABLE 
LAW.

     22.  INCORPORATION.  This Agreement shall form a part of each Loan 
Document, and all references to a given Loan Document shall mean that 
document as hereby modified.

     23.  NO IMPAIRMENT.  As specifically hereby amended, the Loan Documents 
shall remain in full force and effect.  This Agreement shall not prejudice 
any rights or remedies of Banks under the Loan Documents.  Banks reserve, 
without limitation, all rights which they have against any guarantor or 
indemnitor. 

     24.  INTEGRATION.  The Loan Documents, including this Agreement: (a) 
integrate all the terms and conditions incidental to the Loan Documents; (b) 
supersede all oral negotiations and prior and other writings with respect to 
their subject matter; and (c) are intended by the parties as the final 
expression of their agreement with respect to the terms and conditions set 
forth in those documents and as the complete and exclusive statement of the 
terms agreed to by the parties.  If there is any conflict between the terms, 
conditions and provisions of this Agreement and those of any other agreement


                                      -9-

<PAGE>

or instrument, including any of the other Loan Documents, the terms, 
conditions and provisions of this Agreement shall prevail.  The Co-Lender 
Agreement addresses matters among the Banks and the Agent and is intended by 
the Banks and Agent to supplement and be compatible with and not abrogate the 
Loan Documents, and the Borrower's rights, obligations and liabilities shall 
not be diminished or increased by the Co-Lender Agreement.

     25.  ELECTRONIC NOTICES.  Any agreement of the Agent to receive certain 
notices from the Borrower or Banks by telephone or facsimile is solely for 
their convenience and at their request.  The Agent shall be entitled to rely 
on the authority of any Person giving such notice and the Agent shall not 
have any liability to the Borrower, any Bank or other Persons on account of 
any action taken or not taken by the Agent in reliance upon such telephonic 
or facsimile notice.  

     26.  NOTICES.

          Notices shall be sent to the following addresses:

          To the Borrower:

          BRE Properties, Inc.
          One Montgomery Street
          Telesis Tower, Suite 2500
          San Francisco, CA 94104
          Attn:  LeRoy E. Carlson
          Phone: (415) 445-6561
          Fax:   (415) 445-6505

          To BofA as Bank:

          Bank of America National Trust
            and Savings Association
          Commercial Real Estate Services Group/
            National Accounts Unit #9105
          50 California Street
          11th Floor
          San Francisco, CA  94111
          Attention:  Donna L. Chiaro
          Phone:  (415) 445-4150
          Fax:    (415) 445-4154

          To BofA as Agent:

          Bank of America National Trust
            and Savings Association
          Commercial Real Estate Services Group/
            National Accounts Unit #9105
          50 California Street
          11th Floor
          San Francisco, CA  94111
          Attention:  Donna L. Chiaro
          Phone:  (415) 445-4150
          Fax:    (415) 445-4154

          To The Industrial Bank of Japan, Limited:  

          The Industrial Bank of Japan, Limited, Los Angeles Agency
          350 South Grand Avenue, Suite #1500
          Los Angeles, California  90071
          Attention:  Takeshi Kubo
          Phone:  (213) 893-6447
          Fax:    (213) 488-9840


                                     -10-

<PAGE>

          To Commerzbank AG:  

          Commerzbank AG, Los Angeles Branch
          660 S. Figueroa, Suite 1450
          Los Angeles, CA  90017
          Attn:  Werner Schmidbauer
          Phone:  (213) 623-8223
          Fax:    (213) 623-0039


     27.  MISCELLANEOUS.  This Agreement shall be governed by the laws of the
State of California, without regard to the choice of law rules of that State. 
This Agreement and any attached consents or exhibits requiring signatures may be
executed in counterparts, and all counterparts shall constitute but one and the
same document.  If any court of competent jurisdiction determines any provision
of this Agreement or any of the other Loan Documents to be illegal or
unenforceable, that portion shall be deemed severed from the rest which shall
remain in full force and effect.  As used herein, the word "include(s)" means
"includes(s), without limitation," and the word "including" means "including,
but not limited to."  Schedule I and Exhibits A and B are attached to this
Agreement and are incorporated in this Agreement by this reference.



                                     -11-

<PAGE>

     IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT.


                              BRE PROPERTIES, INC.


                              By: ____________________________________
                                  LeRoy E. Carlson
                                  Secretary & Chief Financial Officer


                              By: ____________________________________
                              Name: __________________________________
                              Title: _________________________________


                              BANK OF AMERICA NATIONAL TRUST
                              AND SAVINGS ASSOCIATION, AS A BANK


                              By: ____________________________________
                                  Donna L. Chiaro
                                  Vice President


                              THE INDUSTRIAL BANK OF JAPAN, LIMITED, LOS ANGELES
                              AGENCY


                              By: ____________________________________
                              Name: __________________________________
                              Title: _________________________________


                              COMMERZBANK AG, LOS ANGELES BRANCH


                              By: ____________________________________
                              Name: __________________________________
                              Title: _________________________________


                              BANK OF AMERICA NATIONAL TRUST
                              AND SAVINGS ASSOCIATION, AS AGENT


                              By: ____________________________________
                                   Donna L. Chiaro
                                   Vice President


                                     -12-

<PAGE>

                                   SCHEDULE I

                            LENDING OFFICES OF BANKS



BOFA:

          Bank of America National Trust
            and Savings Association
          Commercial Real Estate Services Group/
            National Accounts Unit #9105
          50 California Street
          11th Floor
          San Francisco, CA  94111
          Attention:  Donna L. Chiaro
          Phone:  (415) 445-4150
          Fax:    (415) 445-4154


THE INDUSTRIAL BANK OF JAPAN, LIMITED:

          The Industrial Bank of Japan, Limited, Los Angeles Agency
          350 South Grand Avenue, Suite #1500
          Los Angeles, California  90071
          Attention:  Takeshi Kubo
          Phone:  (213) 893-6447
          Fax:    (213) 488-9840


COMMERZBANK AG:

          Commerzbank AG, Los Angeles Branch
          660 S. Figueroa, Suite 1450
          Los Angeles, CA  90017
          Attn:  Werner Schmidbauer
          Telephone:  (213) 623-8223
          Facsimile:  (213) 623-0039


<PAGE>

                                   SCHEDULE II

                              PAYMENT INSTRUCTIONS



     THE INDUSTRIAL BANK OF JAPAN, LIMITED, LOS ANGELES AGENCY:

     Bank of America NT&SA, San Francisco, CA
     ABA# 1210-0035-8
     For the account of: The Industrial Bank of Japan, Limited,
     Los Angeles Agency, Acct #62906-14014
     Ref:  BRE



     COMMERZBANK AG, LOS ANGELES BRANCH:

     A.   COMMERZBANK ADMINISTRATIVE CONTACTS - Borrowings, Paydown, Interest,
          Fees, etc.:

          Christina Humphrey, Commerzbank AG, New York Branch
          2 World Financial Center
          New York, New York  10281-1050
          Telephone:  (212) 266-7315
          Facsimile:  (212) 266-7593


     B.   COMMERZBANK PAYMENT INSTRUCTIONS:

          Name of Bank where funds are to be transferred:

               Commerzbank AG, New York Branch

          Routing Transit/ABA number of Bank were funds are to be transferred:

               026008044

          Name of Account:              Commerzbank AG, Los Angeles Branch
          Account Number:               150/940123300USD
          Additional Information:       Ref:  BRE Properties, Inc.
                                        Acct. No.:  123/2920056/05USD

<PAGE>

                                                                     EXHIBIT A


               NOTICE OF ASSIGNMENT AND ACCEPTANCE


                                                                      , 1997


Bank of America National Trust
  and Savings Association
Commercial Real Estate Services Group/
  National Accounts Unit #9105
50 California Street, 11th Floor
San Francisco, CA  94111
Attn:  Donna L. Chiaro


BRE PROPERTIES, INC.
One Montgomery Street
Telesis Tower, Sutie 2500
San Francisco, CA  94104
Attn:  LeRoy E. Carlson


Ladies and Gentlemen:

     We refer to the Unsecured Line of Credit Loan Agreement dated February 
11, 1997 (as amended or modified, the "Loan Agreement") among BRE PROPERTIES, 
INC. (the "Borrower"), the Banks referred to therein and Bank of America 
National Trust and Savings Association, as agent for the Banks (the "AGENT"). 
Terms not defined herein have the meanings given in the Loan Documents and 
Co-Lender Agreement.

     1.   We hereby give you notice of and request your consent to the 
assignment by ________________________ (the "ASSIGNOR") to ________________ 
(the "ASSIGNEE") of part of the right, title and interest of the Assignor in 
and to the Loan (including all outstanding Advances made by the Assignor) 
pursuant to the Assignment and Assumption Agreement (the "Assignment and 
Assumption Agreement") attached hereto.  Before giving effect to such 
assignment, the Assignor's Pro Rata Share of the Loan was ______%, its 
Commitment was $_____________ and the amount of its outstanding Advances was 
$__________.  After giving effect to this Assignment, Assignee's Pro Rata 
Share of the Loan is _____%, its Commitment is $__________, and its share of 
outstanding Advances is $__________; Assignor's remaining Pro Rata share of 
the Loan is  ______%, its remaining Commitment is $         , and its 
remaining share of the outstanding Advances is $__________.

     2.   The Assignee agrees that upon receiving the consent of the Agent 
and, if required, the Borrower to such assignment, the Assignee will be bound 
by the terms of the Loan Documents and Co-Lender Agreement as fully and to 
the same extent as if the Assignee were a Bank originally holding such 
interest in the Loan Documents and Co-Lender Agreement.

     3.   The following administrative details apply to the Assignee:

     (A)  Notice Address:

     Assignee name:      _________________________________________________
     Address:            _________________________________________________
                         _________________________________________________
                         _________________________________________________
     Attention:          _________________________________________________

<PAGE>

Page 2

     Telephone:          _(______)________________________________________
     Facsimile:          _(______)________________________________________
     Telex (Answerback): _________________________________________________

     (b)  Payment Instructions:

     Account No.:        _________________________________________________
     At:                 _________________________________________________
                         _________________________________________________
                         _________________________________________________
     Reference:          _________________________________________________
     Attention:          _________________________________________________

     4.   You are entitled to rely upon the provisions contained in the
Assignment and Assumption Agreement executed by the Assignor and Assignee.

     IN WITNESS WHEREOF, the Assignor and the Assignee have executed this 
Notice of Assignment and Acceptance as of the date first above mentioned.

                                    Very truly yours,

                                    [ASSIGNOR]

                                    By: _______________________________________

                                    Title: ____________________________________

                                    [ASSIGNEE]

                                    By: _______________________________________

                                    Title: ____________________________________

ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:

BANK OF AMERICA NATIONAL TRUST 
  AND SAVINGS ASSOCIATION, as Agent


By: _______________________________

Its: ______________________________


[BRE PROPERTIES, INC.


By: _______________________________

Its: ______________________________


<PAGE>

                                                                     EXHIBIT B




                       ASSIGNMENT AND ASSUMPTION AGREEMENT

                                     BETWEEN

                        _________________________________
                                     Assignor

                                       and

                        _________________________________,
                                     Assignee



     ______________________________________________________________________
     ______________________________________________________________________



                       Entered into as of           , 1997

                           with respect to a loan to

                              BRE PROPERTIES, INC.

<PAGE>

                                TABLE OF CONTENTS





SECTION                    DESCRIPTION                                  PAGE
-------                    -----------                                   ----

   1.       Assignment and Assumption                                       1

   2.       Payments                                                        2

   3.       Reallocation of Payments                                        2

   4.       Independent Credit Decision                                     2

   5.       Effective Date; Notices; Notes                                  2

   6.       Agent                                                           3

   7.       Withholding Tax                                                 3

   8.       Representations and Warranties                                  3

   9.       Further Assurances                                              4

  10.       Indemnity                                                       4

  11.       Miscellaneous                                                   4



SCHEDULE I


                                        -i-

<PAGE>

                       ASSIGNMENT AND ASSUMPTION AGREEMENT


     This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") dated as of 
__________________, 1997 is made between _________________________________ 
(the "Assignor") and __________________________________________ (the 
"Assignee").

                                    RECITALS

     WHEREAS, the Assignor is party to an Unsecured Line of Credit Loan 
Agreement dated as of February 11, 1997 among BRE PROPERTIES, INC. (the 
"Borrower") and Bank of America Trust and Savings Association, a Modification 
Agreement dated as of February 11, 1997 among Borrower and the lenders named 
therein including the Assignor (the "Banks"), and a Co-Lender Agreement dated 
as of February 11, 1997 among the Banks.  The term "Loan Documents" is 
defined in the Loan Agreement and the amendments and modifications thereto.  
Terms not defined herein have the meanings given to them in the Loan 
Documents and Co-Lender Agreement;

     WHEREAS, the Loan Documents provide for a loan (the "Loan") to the 
Borrower in an amount not to exceed $50,000,000; and the Assignor's 
Commitment as of the date of this Agreement (but before this Assignment) is 
$____________;

     WHEREAS, [the Assignor has made Advances under the Loan Documents in the 
aggregate outstanding principal amount of $_______________ to the Borrower] 
[no Advances are outstanding under the Loan Documents]; and 

     WHEREAS, the Assignor wishes to assign to the Assignee part of the 
rights and obligations of the Assignor under the Loan Documents in an amount 
equal to $       (the "Assigned Amount") on the terms listed on Schedule I 
hereto and subject to the conditions set forth herein, and the Assignee wishes 
to accept assignment of such rights and to assume such obligations from the 
Assignor on such terms and conditions;

     NOW, THEREFORE, in consideration of the foregoing and the mutual 
agreements contained herein, the parties hereto agree as follows:

     1.   ASSIGNMENT AND ASSUMPTION.

          (a)  As of the Effective Date (defined below), the Assignor hereby 
sells and assigns to the Assignee, and the Assignee hereby purchases and 
assumes from the Assignor, the Assigned Amount, which includes Assignor's 
interest in the Loan and any outstanding Advances and which shall be equal to 
______ percent (____%) (the "Assignee's Pro Rata Share") of the Loan.  The 
assignment set forth in this Section 1(a) shall be without recourse to or 
representation or warranty by the Assignor (except as expressly provided in 
this Agreement).

          (b)  As of the Effective Date, the Assignee shall be a party to the 
Loan Documents and Co-Lender Agreement and succeed to all of the rights and 
be obligated to perform all of the obligations of a Bank under the Loan 
Documents, with an interest in the Loan equal to the Assigned Amount.  The 
Assignee agrees that it will perform all of the obligations required to be 
performed by it as a Bank under the Loan Documents and the Co-Lender

_______________________
     *    Assigned Amount shall not be less than $5,000,000, nor amount 
          retained by Assignor less than $12,500,000.

                                      -1-

<PAGE>

Agreement.  The Pro Rata Share of the Loan of the Assignor shall, as of the 
Effective Date, be reduced by an amount equal to the Assigned Amount, and the 
Assignor shall relinquish its rights and be released from its obligations 
under the Loan Documents to the extent such obligations have been assumed by 
the Assignee.  

          (c)  After giving effect to this assignment and assumption, on the 
Effective Date the Assignee's interest in the Loan will be $___________ with 
a Pro Rata Share of ______%, and the Assignor's remaining interest in the 
Loan will be $_____________ with a remaining Pro Rata Share of ______%.

          (d)  This Agreement is not a Loan Document.

     [2.  PAYMENTS.

          (a)  As consideration for the sale, assignment and transfer 
contemplated in Section 1 hereof, the Assignee shall pay to the Assignor on 
the Effective Date in immediately available funds an amount equal to 
$__________, representing the Assignee's Pro Rata Share of the principal 
amount of the Loan outstanding on the Effective Date.

          (b)  The Assignee agrees to pay to the Agent a processing or 
transfer fee in the amount of $______________.

          (c)  The Assignee agrees to pay [Agent as an additional service fee]
[the Assignor as additional compensation] a fee in an amount equal to 
__________ percent (_____%) of all interest and fees paid by the Borrower to 
the Assignee under the Loan Documents.  Such fee shall be payable quarterly 
in arrears on the last business day of ______________, commencing on 
________________.]

     3.   REALLOCATION OF PAYMENTS.

          Any interest, fees and other payments accrued up to but excluding 
the Effective Date with respect to the Loan shall be for the account of the 
Assignor.  Any interest, fees and other payments accrued on and after the 
Effective Date with respect to the Assigned Amount shall be for the account 
of the Assignee.  Each of the Assignor and the Assignee agree that it will 
hold in trust for the other party any interest, fees and other amounts which 
it may receive to which the other party is entitled pursuant to the preceding 
sentence and will promptly pay to the other party such amounts.  [The Assignor 
and the Assignee's obligations to make the payments referred to in this 
Section 3 are non-assignable.]

     4.   INDEPENDENT CREDIT DECISION.

          The Assignee acknowledges that it has received a copy of the Loan
Documents, the Co-Lender Agreement and such other documents and information as
Assignee has deemed appropriate and requested in order to make its own credit
and legal analysis and decision to enter into this Agreement, and will continue
to make its own credit and legal decisions in taking or not taking action under
the Loan Documents independently based on such documents and information as
Assignee shall deem appropriate at the time and without reliance upon the
Assignor, the Agent or any other Bank. 

     5.   EFFECTIVE DATE; NOTICES; NOTES.

          (a)  The effective date (the "Effective Date") for this Agreement 
shall be the date that the following conditions precedent have been satisfied:

               (i)   this Agreement shall be executed and delivered by the
               Assignor and the Assignee to the Agent;

               (ii)  the requirements for an effective assignment by a Bank

                                      -2-
<PAGE>

               set forth in the Loan Documents and Co-Lender Agreement shall be
               satisfied with respect to the Assigned Amount including any
               required consents;

               (iii) the Assignee shall pay to the Assignor all amounts due
               to the Assignor under this Agreement; and 

               (iv)  the processing or transfer fee referenced above shall have
               been paid to the Agent.

          (b)  Promptly following the execution of this Agreement, the 
Assignor shall deliver to the Agent [and Borrower] any notices, agreements or 
other documents as may be required under the Loan Documents.

     6.   AGENT. 

          (a)  The Assignee hereby appoints and authorizes the Agent to take 
such action as agent on its behalf and to exercise such powers as are 
delegated to the Agent by the Banks pursuant to the terms of the Loan 
Documents and Co-Lender Agreement.

          (b)  If Assignor is the Agent, the Assignee does not assume under 
this Agreement any duties or obligations held by the Assignor in its capacity 
as Agent under the Loan Documents or Co-Lender Agreement.

     7.   WITHHOLDING TAX.

          If the Assignee is organized under the laws of any jurisdiction 
other than the United States or any state or other political subdivision 
thereof, it agrees that it will furnish the Agent and the Borrower, 
concurrently with the execution of this Agreement, an appropriate U.S. 
Internal Revenue Service form regarding exemption from or reduced rate of 
U.S. federal withholding tax on interest payments under the Loan Documents, 
unless delivery of such form is not authorized by law.

     8.   REPRESENTATIONS AND WARRANTIES.

          (a)  The Assignor represents and warrants that (i) it is the legal 
and beneficial owner of the interest being assigned by it hereunder and that 
such interest is free and clear of any lien, security interest or other 
adverse claim; (ii) it is duly organized and existing and it has the full 
power and authority to take, and has taken, all action necessary to execute 
and deliver this Agreement and any other documents required or permitted to 
be executed or delivered by it in connection with this Agreement and to 
fulfill its obligations hereunder; (iii) no notices to, or consents, 
authorizations or approvals of, any Person are required (other than any 
already given or obtained) for its due execution, and performance of this 
Agreement, and apart from any requirements in the Loan Documents or Co-Lender 
Agreement, no further action by, or notice to or filing with any Person is 
required of it for such execution, delivery or performance; and (iv) this 
Agreement has been fully executed and delivered by it and constitutes the 
legal, valid and binding obligation of the Assignor, enforceable against the 
Assignor in accordance with the terms hereof, except as to enforcement, 
bankruptcy, insolvency, moratorium, and other laws of general application 
relating to creditors' rights and to general equitable principles.

          (b)  The Assignor makes no representation or warranty and assumes 
no responsibility with respect to any statements, warranties or 
representations made in connection with the Loan Documents or Co-Lender 
Agreement or the execution, legality, validity, enforceability, genuineness, 
sufficiency or value of the Loan Documents, Co-Lender Agreement or any other 
instrument or document furnished pursuant thereto.  The Assignor makes no 
representation or warranty in connection with, and assumes no responsibility 

                                      -3-

<PAGE>

with respect to, the solvency, financial condition or statements of the 
Borrower or the performance or observance by the Borrower of any of its 
respective obligations under the Loan Documents or any other instrument or 
document furnished in connection therewith.

          (c)  The Assignee represents and warrants that (i) it is duly 
organized and existing and has full power and authority to take, and has 
taken, all action necessary to execute and deliver this Agreement and any 
other documents required or permitted to be executed or delivered by it in 
connection with this Agreement, and to fulfill its obligations hereunder; 
(ii) no notices to, or consents, authorizations or approvals of, any Person 
are required (other than any already given or obtained) for its due 
execution, delivery and performance of this Agreement, and apart from any 
requirements in the Loan Documents or Co-Lender Agreement, no further action 
by or notice to or filing with any Person is required of it for such 
execution, delivery or performance; (iii) this Agreement has been duly 
executed and delivered by it and constitutes the legal, valid and binding 
obligations of the Assignee, enforceable against the Assignee in accordance 
with the terms hereof, except as to enforcement, bankruptcy, insolvency, 
moratorium, and other laws of general application relating to creditors' 
rights and to general equitable principles; and (iv) it is eligible under the 
Loan Documents to be an assignee of the Loan.

     9.   FURTHER ASSURANCES.

          The Assignor and the Assignee each hereby agrees to execute and 
deliver such other instruments and take such other action as either party may 
reasonably request in connection with the transactions contemplated by this 
Agreement, including the delivery of any notices or other documents to the 
Borrower, the Agent which may be required in connection with this assignment 
and assumption.

     10.  INDEMNITY.

          The Assignee agrees to indemnify and hold harmless the Assignor 
against any and all losses, costs, expenses (including reasonable attorneys' 
fees and the cost of any services of in-house legal counsel) and liabilities 
incurred by the Assignor in connection with or arising from the 
non-performance by the Assignee of any obligation assumed by the Assignee 
under this Agreement.

     11.  MISCELLANEOUS.

          (a)  Any amendment or waiver of any provision of this Agreement 
shall be in writing and signed by the parties hereto.  No failure or delay by 
either party hereto in exercising any right, power or privilege hereunder 
shall operate as a waiver thereof and any waiver of any breach of the 
provisions of this Agreement shall be without prejudice with respect to any 
other or further breach hereof.

          (b)  All payments made hereunder shall be without any set-off or 
counterclaim.

          (c)  All communications among the parties or notices in connection 
herewith shall be in accordance with the Loan Documents and Co-Lender 
Agreement using for the Assignor and the Assignee their respective addresses 
set forth on the signature pages hereof.  The Assignee specifies as its 
Lending Office the office set forth beneath its name on the signature pages 
hereof.

          (d)  The Assignor and the Assignee each shall pay its own costs and 
expenses incurred in connection with the negotiation, preparation and 
execution of this Agreement.

                                      -4-

<PAGE>

          (e)  This Agreement shall be binding upon and inure to the benefit 
of the Assignor and the Assignee and their respective successors and assigns, 
subject however to the provisions of the Loan Documents and the Co-Lender 
Agreement.

          (f)  This Agreement may be executed in counterparts all of which 
taken together shall be deemed to constitute one and the same instrument.

          (g)  This Agreement shall be governed by the laws of the State of 
California. 

          (h)  The provisions of the Loan Documents regarding arbitration 
shall apply to any controversies or claims between Assignor and Assignee. The 
Assignor and the Assignee each irrevocably submits to the non-exclusive 
jurisdiction of any California State or Federal court sitting in the cities 
of San Francisco or Los Angeles over any suit, action or proceeding arising 
out of this Agreement and irrevocably agrees that all claims in respect of 
such action or proceeding may be heard and determined in such California 
State or Federal court.  Each party to this Agreement hereby irrevocably 
waives any defense of venue or inconvenient forum to the maintenance of such 
action or proceeding.

          (i)  This Agreement integrates all the terms and conditions hereof, 
constitutes the entire agreement and understanding between the parties hereto 
and supersedes any and all prior agreements and understandings related to the 
subject matter hereof.  In the event of any conflict between the terms and 
conditions of this Agreement and any other document this Agreement shall 
prevail.  In the event of any inconsistency between the provisions of this 
Agreement and Schedule I hereto, this Agreement shall control.  Headings are 
for reference only and are to be ignored in interpreting this Agreement.  The 
illegality or unenforceability of any provision of this Agreement shall not 
impair the legality or enforceability of the remaining provisions of this 
Agreement.

     IN WITNESS WHEREOF, the Assignor and the Assignee have executed this 
Agreement as of the date first above written.

                                                 [Name]
                                   __________________________________________
                                          (Assignor)

                                   By:_______________________________________
                                   Title:____________________________________



                                                 [Name]
                                   __________________________________________
                                          (Assignee)

                                   By:_______________________________________
                                   Title:____________________________________

                                   Assignee's
                                   Lending Office:

                                   __________________________________________
                                   __________________________________________
                                   __________________________________________


                                      -5-
<PAGE>

                                   __________________________________________











                                      -6-

<PAGE>

                                   SCHEDULE I

                                       TO

                       ASSIGNMENT AND ASSUMPTION AGREEMENT



1.   Borrower:  BRE PROPERTIES, INC.

2.   Date of Loan Agreement:  February 11, 1997

3.   Assignor:  _____________________________________________________________

4.   Assignee:  _____________________________________________________________

5.   Date of Assignment and Assumption Agreement:  __________________________

6.   Effective Date:  _______________________________________________________

7.   Assignee's Pro Rata Share:  ____________%

8.   Assigned Amount:  $____________

9.   Fees:     Payment by Borrower                  [Part of fee payable by
               to Assignee                          Assignee to Assignor]
               -------------------                  ------------------------

     (i)  ____________________  Fee    $________    $________________ [or  %]

     (ii) ____________________  Fee    $________    $________________ [or  %]

9.   Fees:     Payment by Borrower                  [Part of Interest
               to Assignee                          Payable By Assignee to 
                                                    Assignor]
               -------------------                  ------------------------

     (i)  Reference based-
          Rate Loan                    $________    $________________ [or  %]

     (ii) LIBOR Alternative            $________    $________________ [or  %]

11.  Payment Instructions:

     Assignee: _________________________________
               _________________________________
               _________________________________

     Assignor: _________________________________
               _________________________________
               _________________________________

12.  All written and telephone notices to Assignee in connection with the Loan 
     be made shall as follows:

               _________________________________
               _________________________________
               Attn:____________________________
               Tele:____________________________
               Fax:____________________________

13.  Other Information: