<PAGE>

                                                                   EXHIBIT 10.44
                              BRE PROPERTIES, INC.

                           DEFERRED COMPENSATION PLAN



                           Effective January 1, 2000

                                       1
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>          <C>..............................................................................   <C>
ARTICLE 1       ELIGIBILITY AND PARTICIPATION.................................................    1
     1.1     Selection by Committee...........................................................    1
     1.2     Deferral Elections...............................................................    1
             (a)    Initial Election..........................................................    1
             (b)    Subsequent Elections......................................................    1
             (c)    Irrevocability of Deferral Elections......................................    2
             (d)    Applicable Compensation...................................................    2
     1.3     Minimum and Maximum Deferrals....................................................    2
     1.4     Withholding of Deferrals.........................................................    2
ARTICLE 2       ACCOUNTS......................................................................    2
     2.1     Accounts.........................................................................    2
     2.2     Vesting..........................................................................    2
     2.3     Crediting Earnings on Accounts...................................................    2
     2.4     Investment Elections.............................................................    3
             (a)    Participants to Elect Investments.........................................    3
             (b)    Committee to Prescribe Investment Options.................................    3
             (c)    Committee May Change Investment Options...................................    3
ARTICLE 3       DISTRIBUTIONS.................................................................    3
     3.1     Unscheduled In Service Withdrawals...............................................    3
     3.2     Scheduled In Service Withdrawals.................................................    3
     3.3     Hardship Distributions...........................................................    3
     3.4     Distribution Following Termination of Employment (Other Than By Retirement)......    4
     3.5     Distribution Following Retirement................................................    4
             (a)   Form of Distribution.......................................................    4
             (b)   Initial Distribution Election..............................................    4
             (c)   Subsequent Distribution Elections..........................................    4
             (d)   Cashout of Installment Payments............................................    5
             (e)   Acceleration of Payments...................................................    5
     3.6     Distribution following Death.....................................................    5
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>          <C>..............................................................................   <C>
     3.7     Time for Payment.................................................................    5
ARTICLE 4       BENEFICIARIES.................................................................    5
     4.1     Beneficiaries....................................................................    5
     4.2     Procedure for Designating Beneficiaries..........................................    5
     4.3     Failure to Designate a Beneficiary...............................................    5
     4.4     Doubt as to Beneficiary..........................................................    5
ARTICLE 5       AMENDMENT OR TERMINATION OF THE PLAN..........................................    6
     5.1     Amendment........................................................................    6
     5.2     Termination......................................................................    6
ARTICLE 6       ADMINISTRATION................................................................    6
     6.1     Committee Duties.................................................................    6
     6.2     Agents...........................................................................    6
     6.3     Binding Effect of Decisions......................................................    6
     6.4     Indemnity........................................................................    6
ARTICLE 7       CLAIMS PROCEDURES.............................................................    7
     7.1     Claims Normally Not Required.....................................................    7
     7.2     Disputes.........................................................................    7
     7.3     Time for Filing Claims...........................................................    7
     7.4     Procedures.......................................................................    7
ARTICLE 8       TRUST.........................................................................    7
     8.1     Establishment of Trust...........................................................    7
     8.2     Relationship Between the Plan and the Trust......................................    8
ARTICLE 9       MISCELLANEOUS.................................................................    8
     9.1     Unsecured General Creditor.......................................................    8
     9.2     Company's Liability..............................................................    8
     9.3     Nonassignability.................................................................    8
     9.4     Not a Contract of Employment.....................................................    8
     9.5     Furnishing Information...........................................................    8
     9.6     Terms............................................................................    8
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<S>          <C>..............................................................................   <C>
     9.7     Captions.........................................................................    8
     9.8     Governing Law....................................................................    9
     9.9     Validity.........................................................................    9
     9.10    Notice...........................................................................    9
     9.11    Successors.......................................................................    9
     9.12    Spouse's Interest................................................................    9
     9.13    Incompetency.....................................................................    9
     9.14    Taxes and Withholding............................................................   10
ARTICLE 10      DEFINITIONS...................................................................   10
     10.1    "Account"........................................................................   10
     10.2    "Beneficiary"....................................................................   10
     10.3    "Beneficiary Designation Form"...................................................   10
     10.4    "Board"..........................................................................   10
     10.5    "Bonus"..........................................................................   10
     10.6    "Claimant".......................................................................   10
     10.7    "Committee"......................................................................   11
     10.8    "Company"........................................................................   11
     10.9    "Compensation"...................................................................   11
     10.10   "Deferral".......................................................................   11
     10.11   "Election Form"..................................................................   11
     10.12   "ERISA"..........................................................................   11
     10.13   "Participant"....................................................................   11
     10.14   "Plan"...........................................................................   11
     10.15   "Plan Year"......................................................................   11
     10.16   "Retirement".....................................................................   11
     10.17   "Termination of Employment"......................................................   12
     10.18   "Trust"..........................................................................   12
</TABLE>
                                     -iii-
<PAGE>

                              BRE PROPERTIES, INC.


                           DEFERRED COMPENSATION PLAN


                           Effective January 1, 2000

          This Plan provides salary reduction deferred compensation benefits to
management or highly compensated employees who can contribute materially to the
continued growth, development, and future business success of BRE Properties,
Inc., and its affiliates.  Capitalized terms are defined in the last Article of
this Plan.

          The Plan is intended to be a plan maintained for the purpose of
providing deferred compensation to a "select group of management or highly
compensated employees" within the meaning of section 201(2) of ERISA.  The Plan
is intended to be exempt from the participation, vesting, funding, and fiduciary
requirements of Title I of ERISA.  The benefits under this Plan shall be paid
out of the general assets of the Company, except to the extent they are paid
from the assets of a Trust established by the Company to pay these benefits.  No
Participant shall have any interest whatsoever in any specific asset of the
Company or its affiliates.  To the extent that any person acquires a right to
receive payment under this Plan, such right shall be no greater than the right
of any unsecured general creditor of the Company.

                                   Article 1
                         Eligibility and Participation

1.1  Selection by Committee.  Participation in the Plan is limited to management
or highly compensated employees of the Company that hold the title "Vice
President," or a more senior title.  If you are eligible to participate in the
Plan, you will become a Participant on the date specified by the Committee.  If
the Committee thereafter elects to discontinue your active participation in the
Plan, you will cease to be eligible to make further Deferrals on the date
specified by the Committee, but you will remain a Participant and retain all
your other rights under this Plan.

1.2  Deferral Elections.

(a)  Initial Election.  To commence Deferrals after being selected to become a
     Participant, you must make an initial Deferral election by delivering to
     the Committee a completed and signed Election Form, which will become
     effective as of the date the Committee prescribes or the first day of the
     next Plan Year, if earlier.

                                      -1-
<PAGE>

(b)  Subsequent Elections.  For any succeeding Plan Year in which you wish to
     change the amount of your Deferrals, you must file a new Election Form with
     the Committee by December 1, or such other date as determined by the
     Committee, before the Plan Year for which the election is made.  Your new
     Election Form will supersede any prior Election Form, effective with your
     first payroll period in the new Plan Year.

(c)  Irrevocability of Deferral Elections.  Except as provided in subsection
     (b), above, or pursuant to Sections 3.1 or 3.3, Deferral elections are
     irrevocable and cannot be changed.

(d)  Applicable Compensation.  Your Election Form will be effective only with
     regard to Compensation earned or payable following the submission of the
     Election Form to the Committee.

1.3  Minimum and Maximum Deferrals. The minimum amount you may elect to defer
     during a Plan Year is $5,000 (or the maximum allowable Deferral, if less).
     The maximum amount that you may elect to defer during a Plan Year is 25
     percent of the Compensation and 50 percent of the Bonus you would otherwise
     have received during the Plan Year, except as limited pursuant to Section
     9.14.

1.4  Withholding of Deferrals. Your Deferrals will be withheld from your
     Compensation in accordance with your Election Form, subject to any rules
     established by the Committee prescribing how Deferrals are to be withheld.

                                   Article 2
                                   Accounts

2.1  Accounts. For recordkeeping purposes only, a separate Account will be
     maintained for you and each other Participant. Participants will receive
     periodic Account statements.

2.2  Vesting. All Accounts are fully Vested at all times. The only reasons you
     could forfeit all or a portion of your Account would be if you choose to
     resolve a dispute relating to the Plan other than under the Plan's claim
     procedures (see Section 7.4), elect to make an early withdrawal subject to
     early withdrawal penalties pursuant to Section 3.1, or in the event of the
     Company's insolvency. The Company may not charge any amounts it claims you
     owe the Company against your Vested Account except to the extent that you
     concede in writing that the debt then exists or it is finally established
     under the Plan's claim procedures. Notwithstanding any other Plan
     provision, the Company may delay distributions to you of an amount equal to
     what it claims you owe the Company until the existence of that debt is
     determined under the Plan's claim procedures.

                                      -2-
<PAGE>

2.3  Crediting Earnings on Accounts. Earnings will be credited (or debited, as
     the case may be) to your Account based on your investment election under
     Section 2.4. Deferrals shall be credited to your account when they are
     invested. For purposes of determining earnings of your Account, your
     Deferrals will be deemed to be invested as of the date your Deferrals are
     credited to your account up to the date of distribution. The Committee
     retains the discretion to make adjustments for earnings after the date of
     distribution, but before the Participant receives such distribution, as
     they may deem necessary.

2.4  Investment Elections.

(a)  Participants to Elect Investments.  In accordance with rules prescribed by
     the Committee, you will be entitled to elect the form of investment that
     will apply to your Account from among the options made available by the
     Committee.  You may change your election to the extent, in the manner, and
     at such times as the Committee prescribes.  To the extent that you fail to
     elect a then available investment option, the investment option then
     specified by the Committee will be applied.

(b)  Committee to Prescribe Investment Options.  The Committee will offer
     Participants one or more investment options.  The Committee may offer
     different options to different groups of Participants.

(c)  Committee May Change Investment Options.  The Committee may add or
     discontinue investment options, but no change shall become effective until
     at least 30 days after the Committee has made a good faith effort to give
     Participants advance written notice of the change and an opportunity to
     make new investment elections.

                                   Article 3
                                 DISTRIBUTIONS

3.1  Unscheduled In Service Withdrawals. You may at any time elect to withdraw
     all of the balance then credited to your Account, less a 10 percent
     withdrawal penalty. For the balance of the Plan Year in which the
     withdrawal is made and for the succeeding Plan Year, you may not make any
     Deferrals under this Plan.

3.2  Scheduled In Service Withdrawals. When making a Deferral election for a
     Plan Year, you may elect to schedule a withdrawal of the undistributed
     portion of your Account. This election may only be made with your Deferral
     election, and may not be changed. The scheduled distribution date must be
     at least two years after the date you elect the scheduled in service
     withdrawal. Your future scheduled in service withdrawal elections will
     become void when your Company employment ends, and

                                      -3-
<PAGE>

     the balance in your Account will thereafter be distributed in accordance
     with this Article.

3.3  Hardship Distributions. Upon a finding that you have suffered a severe
     financial hardship due to an unforeseeable emergency, the Committee may, in
     its sole discretion, allow you to cease Deferrals, and, if necessary, make
     distributions from the your Account prior to the time specified for payment
     of benefits under the Plan. The amount of such Hardship Distribution will
     be limited to the amount reasonably necessary to meet the your requirements
     during the financial hardship. For purposes of this Plan, a severe
     financial hardship due to an unforeseeable emergency may result from a
     sudden and unexpected illness or accident, including an illness or accident
     involving your dependent (as defined in section 152(a) of the Internal
     Revenue Code), loss of your property due to casualty, or other similar
     extraordinary and unforeseeable circumstances arising as a result of events
     beyond your control. The circumstances that will constitute the
     unforeseeable emergency will depend on the facts of each case, but, in any
     case, payment may not be made to the extent that such hardship is or may be
     relieved:

(a)  Through reimbursement or compensation by insurance or otherwise,

(b)  By liquidation of the your assets, to the extent the liquidation of such
     assets would not itself cause severe financial hardship, or

(c)  By cessation of Deferrals under the Plan.

The Committee shall be entitled to rely on the truthfulness of facts and
representations set forth by you in this request without the need for
independent certification.  For the balance of the Plan Year in which the you
cease Deferrals or receive a Hardship Distributions, and for the succeeding Plan
Year, you may not make any Deferrals under this Plan.

3.4  Distribution Following Termination of Employment (Other Than By
     Retirement). Following your Termination of Employment, you will be paid the
     balance then credited to your Account as a lump sum payment.

3.5  Distribution Following Retirement.

(a)  Form of Distribution.  Following your Retirement, you will be paid the
     balance then credited to your Account in accordance with the distribution
     method you have elected.

                                      -4-
<PAGE>

(b)  Initial Distribution Election.  On your initial Election Form, you may
     elect to receive distributions following Retirement in either a lump sum or
     in 5, 10, or 15 annual installment payments (or other installments, as
     determined by the Committee); if you fail to make a valid election, you
     will be deemed to have elected installment payments for 15 years.  The
     amount of each installment payment will be determined by multiplying the
     balance then credited to your Account by a fraction, the numerator of which
     is 1 and the denominator of which is the number of unpaid installment
     payments (i.e., if you elect to receive 15 installments, the first 5
     installments would be 1/15th, 1/14th, 1/13th, 1/12th, and 1/11th of the
     balance credited to your Account just before each installment distribution
     is made.

(c)  Subsequent Distribution Elections.  You may change your post-Retirement
     distribution election by filing a new Election Form.  The new Election Form
     will not take effect unless it is filed with the Committee at least 365
     days before the date of your Retirement.

(d)  Cashout of Installment Payments.  After installment payments to you
     commence, you may at any time elect to receive a lump sum payment of the
     balance then credited to your Account, less a 10 percent early withdrawal
     penalty.

(e)  Acceleration of Payments.  The Committee may unilaterally accelerate
     distributions under this Plan at any time for any reason.  For example, if
     the Plan is terminated, the Committee may distribute your Account in a lump
     sum.  Similarly, the Committee may elect to accelerate your installment
     payments if the amount in your Account is $25,000 or less.

3.6  Distribution following Death. The amount in your Account will be paid to
     your Beneficiary, as determined under Article 4, in lump sum.

3.7  Time for Payment. Payments under this Article will be made or commenced
     within 60 days after your Termination of Employment (other than by death),
     unscheduled withdrawal election, scheduled distribution date, or, in the
     event of your death, the date the Committee receives acceptable proof of
     your death, whichever is applicable.

                                   Article 4
                                 Beneficiaries

4.1  Beneficiaries. You will have the right, at any time, to designate
     Beneficiaries (both primary as well as contingent) to receive any benefits
     payable under the Plan after your death. You may designate the same or
     different Beneficiaries under this Plan as you designate under any other
     Company program in which you participate.


                                      -5-
<PAGE>

4.2  Procedure for Designating Beneficiaries. To designate your Beneficiaries,
     you must complete and sign a Beneficiary Designation Form and file it with
     the Committee. You may change your Beneficiaries by completing and signing
     a new Beneficiary Designation Form and filing it with the Committee. If you
     are married and name someone other than your then current spouse as a
     Beneficiary, your spouse must consent by signing the Beneficiary
     Designation Form unless the Committee, in its sole discretion, waives this
     spousal consent requirement. On filing with the Committee a properly
     executed new Beneficiary Designation Form, all of your previously filed
     Beneficiary designations will be canceled. The Committee shall be entitled
     to rely on the last Beneficiary Designation Form you filed prior to your
     death.

4.3  Failure to Designate a Beneficiary. If you fail to designate a Beneficiary
     or no designated Beneficiary is then alive and can be located to receive
     Plan distributions on account of your death, your Beneficiary will be
     deemed to be your surviving spouse or, if none, your estate.

4.4  Doubt as to Beneficiary. Notwithstanding any other Plan provision, if the
     Committee has any doubt as to your proper Beneficiary, the Committee may,
     in its discretion, withhold payments until the matter is resolved to the
     Committee's satisfaction.

                                   Article 5
                     AMENDMENT OR TERMINATION OF THE PLAN

5.1  Amendment. The Company (acting through its Board of Directors or other
     persons as the Board may designate) may amend the Plan in whole or in part,
     but no amendment may materially decrease the rights you or your Beneficiary
     have under this Plan, nor may the protections set forth in this sentence be
     materially reduced by means of a Plan amendment.

5.2  Termination. The Company (acting through its Board of Directors or other
     persons as the Board may designate) reserves the right to terminate the
     Plan at any time, in which case all Deferral elections then in effect will
     be canceled, but the Plan will otherwise remain in effect until all
     Accounts have been distributed.

                                   Article 6
                                 Administration

6.1  Committee Duties. This Plan will be administered by the Compensation
     Committee of the Board, or other persons as the Compensation Committee may
     designate. The Board may also, in its sole discretion, appoint additional
     members of the Committee. The Committee shall have the discretion and
     authority to make, amend, interpret and


                                      -6-
<PAGE>

     enforce all appropriate rules and regulations for the administration of
     this Plan and decide or resolve any and all questions, including
     interpretations of this Plan, as may arise in connection with the Plan,
     including questions that may affect their own personal interests under the
     Plan.

6.2  Agents. In the administration of this Plan, the Committee may, from time to
     time, employ agents and delegate to them such administrative duties as it
     sees fit and may, from time to time, consult with counsel who may be
     counsel to the Company.

6.3  Binding Effect of Decisions. The decision or action of the Committee with
     respect to any question arising out of or in connection with the
     administration, interpretation and application of the Plan shall be final,
     conclusive, and binding on all persons having any interest in the Plan.

6.4  Indemnity. The Company shall indemnify and hold harmless each member of its
     Board of Directors, each member of the Committee, and any other person or
     persons (other than a corporate trustee) to whom any duty with respect to
     the Plan is allocated or delegated, from and against any and all
     liabilities, damages, claims, demands, losses, costs, or expenses,
     including reasonable attorneys fees, arising out of or as a result of the
     performance or nonperformance of their duties under the Plan or applicable
     law, other than such liabilities, damages, claims, demands, losses, costs,
     and expenses for which indemnification is prohibited by law.

                                   Article 7
                               Claims Procedures

7.1  Claims Normally Not Required.  Normally, you do not need to present a
     formal claim to receive benefits payable under this Plan.

7.2  Disputes. If any person (Claimant) believes that benefits are being denied
     improperly, that the Plan is not being operated properly, that any person
     has breached his, her, or its duties under the Plan, or that the Claimant's
     legal rights are being violated with respect to the Plan, the Claimant must
     file a formal claim with the Committee. This requirement applies to all
     claims that any Claimant has with respect to the Plan, except to the extent
     the Committee determines, in its sole discretion, that it does not have the
     power to grant all relief reasonably being sought by the Claimant.

7.3  Time for Filing Claims. A formal claim must be filed within 90 days after
     the date the Claimant first knew or should have known of the facts on which
     the claim is based, unless the Committee in writing consents otherwise. The
     Committee shall provide a Claimant, on request, with a copy of the claims
     procedures established under Section 7.4.

                                      -7-
<PAGE>

7.4  Procedures. If and when needed, or before then, the Committee shall adopt
     procedures for considering claims, which it may amend from time to time, as
     it sees fit. These procedures shall comply with all applicable legal
     requirements. These procedures may provide that final and binding
     arbitration will be the ultimate means of contesting a denied claim (even
     if the Committee or its delegates have failed to follow the prescribed
     procedures with respect to the claim). The right to receive benefits under
     this Plan is contingent on a Claimant using the prescribed claims and
     arbitration procedures to resolve any claim. Therefore, if a Claimant (or
     his or her successor or assign) seeks to resolve any claim by any means
     other than the prescribed claims and arbitration provisions, he or she must
     repay all benefits received under this Plan and will not be entitled to any
     further Plan benefits.

                                   Article 8
                                     Trust

8.1  Establishment of Trust. At its discretion, the Company may establish a
     Trust, with such trustees as the Board may approve, for the purpose of
     providing for the payment of Plan benefits. Such Trust may be irrevocable,
     but the assets of the Trust will be general assets of the Company subject
     to the claims of its general creditors. If the Company establishes a Trust,
     it shall transfer to the Trust an amount equal to the Deferrals credited to
     Accounts when such amounts are credited. The Company shall transfer to the
     Trust any additional amounts, if any, as the Committee, in its sole
     discretion, determines to be appropriate.

8.2  Relationship Between the Plan and the Trust. The provisions of the Plan
     shall govern your right to receive distributions pursuant to the Plan. The
     provisions of the Trust shall govern your right to Trust assets. The
     Company shall at all times remain liable to carry out its obligations under
     the Plan.

                                   Article 9
                                 Miscellaneous

9.1  Unsecured General Creditor. Participants and their Beneficiaries, heirs,
     successors, and assigns shall have no legal or equitable rights, interest,
     or claims in any property or assets of the Company. The Company's
     obligation under the Plan is merely an unfunded and unsecured promise to
     pay money in the future.

9.2  Company's Liability. The Company shall be liable for all benefits due under
     the Plan except to the extent they are paid by a Trust.


                                      -8-
<PAGE>

9.3  Nonassignability. Neither you nor any other person shall have any right to
     commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
     encumber, transfer, hypothecate, or convey in advance of actual receipt,
     the amounts, if any, payable under this Plan, or any part thereof, which
     are, and all rights to which are, expressly declared to be unassignable and
     non-transferable. Except pursuant to Section 2.2 or a domestic relations
     order, unpaid Plan benefits shall not be subject to seizure or
     sequestration for the payment of any debts, judgments, alimony, separate
     maintenance, or family support owed by you or any other person, nor be
     transferable by operation of law in the event of your or any other person's
     bankruptcy or insolvency.

9.4  Not a Contract of Employment. This Plan shall not be deemed to constitute a
     contract of employment between you and the Company. Nothing in this Plan
     gives you the right to be retained in the service of the Company or to
     interfere with the right of the Company to discipline or discharge you at
     any time.

9.5  Furnishing Information. You must cooperate with the Committee by furnishing
     all information and by taking any other actions it requests, including
     taking physical examinations.

9.6  Terms. Wherever any words are used herein in the singular or in the plural,
     they shall be construed as though they were used in the plural or the
     singular, as the case may be, in all cases where they would so apply.

9.7  Captions. The captions in this Plan are for convenience only and shall not
     control or affect the meaning or construction of any of its provisions.

9.8  Governing Law. Except to the extent preempted by the Employee Retirement
     Income Security Act of 1974, as amended, this Plan shall be construed and
     interpreted according to the laws of the State of California without regard
     to its conflicts of laws principles.

9.9  Validity. The illegality or invalidity of any Plan provision shall not
     affect the other provisions of the Plan.

9.10 Notice. Any notice or filing required or permitted to be given to
     the Committee under this Plan shall be sufficient if in writing and hand-
     delivered, or sent by registered or certified mail, to the address shown
     below (or such other address or telefax number specified in notice given
     pursuant to this Section):

                            Chief Financial Officer
                              BRE Properties, Inc.

                                      -9-
<PAGE>

                              44 Montgomery Street
                                   36th Floor
                            San Francisco, CA 94104

              Notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.  Any notice or filing required or permitted
to be given to a Participant under this Plan shall be sufficient if in writing
and hand-delivered, or sent by mail, to the last known address of the
Participant.

9.11        Successors. The provisions of this Plan shall bind and inure to the
   benefit of the Company and its successors and assigns and the Participant,
   his or her Beneficiary and their permitted successors and assigns. If the
   Company sells or transfers all or a portion of its business in a bona fide
   arms' length transaction and you cease to be employed by the Company in
   connection with the transaction, the Company (acting through its Board of
   Directors or other persons as the Board may designate) may assign to the
   buyer or transferee its obligations to you under this Plan, after which the
   Company shall cease to have any further obligations to you under the Plan.

9.12        Spouse's Interest. The interest in the benefits hereunder of a
   spouse of a Participant who has predeceased the Participant shall
   automatically pass to the Participant and shall not be transferable by the
   spouse in any manner, including under the spouse's will or the laws of
   intestate succession.

9.13        Incompetency. If a benefit under this Plan is to be paid to a person
   declared incompetent or to a person incapable of handling the disposition of
   his or her property, the Committee may direct payment of the benefit to the
   guardian, legal representative, or person having the care and custody of the
   incompetent or incapable person. The Committee may require proof of
   incompetency, incapacity, or guardianship, as it may deem appropriate, prior
   to distribution of the benefit. Any payment of a benefit shall be a payment
   for the Participant or his or her Beneficiary, as the case may be, and shall
   be a complete discharge of any liability under the Plan for the payment.

9.14        Taxes and Withholding. For each Plan Year in which Deferrals are
   being withheld, the Company shall withhold from that portion of the
   Participant's Compensation that is not being deferred, the Participant's
   share of FICA and other employment taxes. If necessary, the Committee shall
   reduce a Participant's Deferrals in order to comply with this Section. The
   Company (or the trustee of the Trust) shall withhold from benefits
   distributed under the Plan all federal, state and local income, employment,
   and other taxes required to be withheld by applicable law.


                                     -10-
<PAGE>

                                  Article 10
                                  DEFINITIONS

                Unless otherwise clearly apparent from the context, the
following phrases or terms used in this Plan shall have the meanings set forth
below:

10.1        "Account" shall mean, as to a Participant, his or her Deferrals and
   any Company contributions credited to the Participant, adjusted for earnings
   and reduced by distributions to the Participant (including any taxes withheld
   from distributions). As to a Beneficiary, the term "Account" shall mean the
   portion of the Participant's Account initially payable to the Beneficiary,
   adjusted for earnings and reduced by distributions to the Beneficiary
   (including any taxes withheld from distributions). Accounts are bookkeeping
   entries utilized solely to determine the amounts payable to Participants and
   Beneficiaries pursuant to this Plan.

10.2        "Beneficiary" shall mean one or more persons, trusts, estates or
   other entities, designated or determined in accordance with Article 4 to
   receive benefits under this Plan on the death of a Participant.

10.3        "Beneficiary Designation Form" shall mean the form prescribed by the
   Committee that a Participant completes, signs, and files with the Committee
   to designate Beneficiaries.

10.4        "Board" shall mean the Board of Directors of BRE Properties, Inc.

10.5        "Bonus" shall mean any amounts, other than Compensation, paid in a
   Plan Year to a Participant that the Committee so designates as a Bonus, for
   employment services rendered to the Company, before reduction for amounts
   contributed to or deferred under any Company benefit plan and excluding any
   severance benefits.

10.6        "Claimant" shall have the meaning set forth in Section 7.2.

10.7        "Committee" shall mean the administrative committee appointed to
   manage and administer the Plan in accordance with Article 6, or any agent it
   designates.

10.8        "Company" shall mean BRE Properties, Inc., and all its affiliates as
   determined by the Committee, and their successors. However, as to all Plan
   provisions giving the Company powers and duties, the term "Company" only
   refers to BRE Properties, Inc., or its successor.


                                     -11-
<PAGE>

10.9        "Compensation" shall mean base salary paid in the Plan Year in
   question to a Participant for employment services rendered to the Company,
   before reduction for amounts contributed to or deferred under any Company
   benefit plan and excluding any severance benefits. "Compensation" also
   includes any amounts distributed to a Participant in the Plan Year in
   question from a company sponsored qualified retirement plan to comply with
   Internal Revenue Code nondiscrimination requirements or benefit limits.

10.10       "Deferral" shall mean Compensation and Bonus that a Participant
   defers in accordance with Article 1.

10.11       "Election Form" shall mean the form prescribed by the Committee that
   a Participant completes, signs, and files with the Committee to elect to make
   Deferrals under the Plan.

10.12       "ERISA" shall mean the Employee Retirement Income Security Act of
   1974, as amended.

10.13       "Participant" shall mean any current or former employee of the
   Company who is then eligible to make Deferrals or who has any amount credited
   to his or her Account.

10.14       "Plan" shall mean the BRE Properties, Inc. Deferred Compensation
   Plan, as set forth in this document, as amended from time to time.

10.15       "Plan Year" shall mean the calendar year.

10.16       "Retirement" shall mean a Participant's termination of Company
   employment (other than by death) after attaining age 65. "Retirement" also
   means a Participant's commencement of a long term disability absence, the
   date of which shall be the date on which the Participant first receives
   benefits under a Company long-term disability plan (or the date on which the
   Participant would have qualified for benefits under such a plan had he or she
   been covered by it, as determined by the Committee), or any other event that
   the Committee, in its sole discretion, deems to be a Retirement.
   Notwithstanding any other Plan provision, if a disabled Participant returns
   to substantially full time employment with the Company while distributions
   from the Plan are still being made, the distributions shall cease, but the
   remaining balance of the Participant's Account shall be held for future
   payment in accordance with Article 3.

10.17       "Termination of Employment" shall mean a Participant's termination
   of Company employment (other than by death) for any reason.


                                     -12-
<PAGE>

10.18       "Trust" shall mean a "rabbi" trust, as that term is defined in
   Revenue Procedure 92-64, 1992-2 C.B. 422, that may be established at the
   Company's discretion to pay Plan benefits. Despite the existence of a Trust,
   this Plan is technically an unfunded plan for all legal purposes.


          BRE Properties, Inc.


          By:_____________________________

          Its:_____________________________

          Date____________________________




                                     -13-