EXHIBIT 4.1

Exhibit 4.1

AVALONBAY COMMUNITIES, INC.

ARTICLES SUPPLEMENTARY

592,000 SHARES

SERIES I CUMULATIVE REDEEMABLE PREFERRED STOCK


AvalonBay Communities, Inc., a Maryland corporation (the
"CORPORATION"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

FIRST: Under a power contained in Section 7.2 of Article VI of the
charter of the Corporation (the "Charter"), the Board of Directors of the
Corporation (the "BOARD OF DIRECTORS"), by resolution classified and designated
592,000 shares (the "SERIES I PREFERRED SHARES") of Preferred Stock (as defined
in the Charter) as shares of Series I Cumulative Redeemable Preferred Stock, par
value $.01 per share (the "SERIES I PREFERRED Stock"), with the preferences,
rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption as set
forth as follows.

SERIES I CUMULATIVE REDEEMABLE PREFERRED STOCK

Section 1. NUMBER OF SHARES AND DESIGNATION. 592,000 shares of
Preferred Stock shall be designated as Series I Cumulative Redeemable Preferred
Stock (the "SERIES I PREFERRED STOCK"), subject, however, to increase or
decrease upon further action of the Board of Directors in the future as
permitted by the charter of the Corporation (the "CHARTER") and applicable law.

Section 2. DEFINITIONS. For purposes of the Series I Preferred Stock,
the following terms shall have the meanings indicated:

"AFFILIATE" of a person means a person that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, the person specified.

"BOARD OF DIRECTORS" shall mean the Board of Directors of the
Corporation or any committee authorized by such Board of Directors to perform
any of its responsibilities with respect to the Series I Preferred Stock.

"BUSINESS DAY" shall mean any day (other than a Saturday, Sunday or
legal holiday) on which banking institutions in The City of New York are open
for business and, when used in the definition of Three-Month LIBOR, which is
also a day on which dealings in deposits in U.S. dollars are transacted in the
London interbank market.

"CALL DATE" shall have the meaning set forth in paragraph (b) of
Section 5 hereof.

"CHARTER" shall have the meaning set forth in Section 1 hereof.





"COMMON STOCK" shall mean the Common Stock, par value $.01 per share,
of the Corporation.

"DIVIDEND PAYMENT DATE" shall have the meaning set forth in Section 3
hereof.

"DIVIDEND PERIOD" shall mean the period commencing on the Issue Date
through the succeeding March 31, June 30, September 30 or December 31 (whichever
is sooner), each period thereafter of three calendar months ending on any March
31, June 30, September 30 or December 31, or the period from the January 1,
April 1, July 1 or October 1, as the case may be, preceding the Call Date and
ending on the Call Date.

"DIVIDEND RATE" shall mean a floating rate, expressed as a percentage
of the Liquidation Preference per annum, determined as follows:

(a) from the Issue Date through and including September 30,
2002, a rate equal to (x) Three-Month LIBOR (as in effect for the
initial Dividend Period), plus (y) the Initial Spread; and

(b) for each calendar month beginning after September 30,
2002, a rate equal to (x) Three-Month LIBOR in effect for the Dividend
Period that includes such calendar month plus (y) the Initial Spread
plus (z) the product of (i) 50 basis points (0.50%) multiplied by (ii)
the number of whole months elapsed between August 31, 2002 and the
first day of such calendar month.

PROVIDED, HOWEVER, that the Dividend Rate shall not exceed 20.0%.

"DIVIDEND RATE CALCULATION AGENT" shall mean such financial institution
(and any legal successor thereto) from time to time as shall be selected by the
Corporation, provided such selection is approved by the vote or written consent
of the holders of a majority of the outstanding shares of the Series I Preferred
Stock, and shall initially mean Lehman Brothers Inc.

"DIVIDEND RECORD DATE" shall have the meaning set forth in Section 3
hereof.

"EXCESS STOCK" shall have the meaning set forth in Section 1.3 of
Article I of the Charter.

"INITIAL SPREAD" shall mean 150 basis points (1.50%).

"ISSUE DATE" shall mean the first date on which any Series I Preferred
Stock is issued.

"JUNIOR STOCK" shall have the meaning set forth in Section 7 hereof.

"LIQUIDATION PREFERENCE" shall have the meaning set forth in Section
4(a) hereof.


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"MGCL" shall mean the Maryland General Corporation Law, as amended from
time to time.

"PARITY STOCK" shall have the meaning set forth in Section 7 hereof.

"PERSON" shall mean any individual, firm, partnership, corporation or
other entity and shall include any successor (by merger or otherwise) of such
entity.

"REIT" shall mean a real estate investment trust as that phrase is
defined under Section 856 of the Internal Revenue Code of 1986, as amended.

"SERIES C PREFERRED STOCK" shall mean the Series C Cumulative
Redeemable Preferred Stock, par value $.01 per share, of the Corporation.

"SERIES D PREFERRED STOCK" shall mean the Series D Cumulative
Redeemable Preferred Stock, par value $.01 per share, of the Corporation.

"SERIES E PREFERRED STOCK" shall mean the Series E Junior Participating
Cumulative Preferred Stock, par value $.01 per share, of the Corporation.

"SERIES H PREFERRED STOCK" shall mean the Series H Cumulative
Redeemable Preferred Stock, par value $.01 per share, of the Corporation.

"SERIES I PARITY PREFERRED" shall have the meaning set forth in
paragraph (b) of Section 8 hereof.

"SERIES I PREFERRED DIVIDEND DEFAULT" shall have the meaning set forth
in paragraph (b) of Section 8 hereof.

"SERIES I PREFERRED STOCK" shall have the meaning set forth in
Section 1 hereof.

"SERIES I PREFERRED STOCK DIRECTORS" shall have the meaning set forth
in paragraph (b) of Section 8 hereof.

"SET APART FOR PAYMENT" shall be deemed to include, without any action
other than the following, the recording by the Corporation in its accounting
ledgers of any accounting or bookkeeping entry which indicates, pursuant to an
authorization of dividends or other distribution by the Board of Directors, the
allocation of funds to be so paid on any series or class of stock of the
Corporation.

"THREE-MONTH LIBOR" for any Dividend Period means the rate (expressed
as a percentage per annum) for deposits in U.S. dollars having a term of three
months, commencing on the first day of such Dividend Period (a "RESET DATE"),
which appears on Page 3750 on Moneyline Telerate Inc. or any successor page (the
"TELERATE LIBOR PAGE") at approximately 11:00 a.m., London time, on the day that
is two Business Days preceding such Reset Date. If such rate does not appear on
the Telerate LIBOR Page, the rate for such Reset Date will be


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determined by reference to the rates at which deposits in U.S. dollars are
offered by four major banks in the London interbank market (the "REFERENCE
BANKS") at approximately 11:00 a.m., London time, on the day that is two
Business Days preceding such Reset Date to prime banks in the London interbank
market for a period of three months commencing from such Reset Date and in a
representative amount. The Corporation shall cause its Dividend Rate Calculation
Agent to request the principal London office of each of the Reference Banks to
provide a quotation of such rate. If at least two such quotations are provided,
the rate for such Reset Date will be the arithmetic mean of the quotations. If
fewer than two quotations are provided as requested, the rate for such Reset
Date will be the arithmetic mean of the rates quoted by three major banks in New
York City, selected by the Corporation's Dividend Rate Calculation Agent, at
approximately 11:00 a.m., New York City time, on such Reset Date for loans in
U.S. dollars to leading European banks for a period of three months commencing
on such Reset Date and in a representative amount. The Corporation shall
promptly (or shall cause its Dividend Rate Calculation Agent promptly to) notify
any holder of the Series I Preferred Stock of the Dividend Rate for any Dividend
Period upon request.

Section 3. DIVIDENDS.

(a) Holders of the then outstanding shares of Series I
Preferred Stock shall be entitled to receive, when, as and if authorized by the
Board of Directors, out of assets legally available for that purpose, cumulative
preferential cash dividends. Such dividends shall be cumulative from the Issue
Date and shall be payable quarterly in arrears on or before each September 30,
December 31, March 31 and June 30 of each year or, if such day is not a business
day, on the next succeeding business day (a "DIVIDEND PAYMENT DATE") to holders
of record on such date, not more than 30 nor less than ten days preceding such
Dividend Payment Date, fixed for such purpose by the Board of Directors (a
"DIVIDEND RECORD DATE"). Dividends payable on each Dividend Payment Date shall
be computed as the sum of (i) 1/12 of the applicable Dividend Rate for the first
calendar month in the Dividend Period then ending, multiplied by the Liquidation
Preference, plus (ii) 1/12 of the applicable Dividend Rate for the second
calendar month in the Dividend Period then ending, multiplied by the Liquidation
Preference, plus (iii) 1/12 of the applicable Dividend Rate for the third
calendar month in the Dividend Period then ending, multiplied by the Liquidation
Preference. Such dividends shall be cumulative from the Issue Date and shall
accrue whether or not such dividends shall be authorized, whether or not there
shall be assets of the Corporation legally available for the payment of such
dividends, whether or not the terms and provisions of any agreement of the
Corporation, including any agreement relating to its indebtedness, prohibits
such authorization or payment or provides that such authorization or payment
would constitute a breach thereof or a default thereunder, and whether or not
such authorization or payment shall be restricted or prohibited by law. Each
such dividend shall be payable to the holders of record of the Series I
Preferred Stock, as they appear on the stock records of the Corporation at the
close of business on the Dividend Record Date. Accrued but unpaid dividends on
the Series I Preferred Stock shall accumulate as of the Dividend Payment Date on
which they first become payable.

(b) The first dividend, which shall be payable on or before
September 30, 2002, shall be for less than a full Dividend Period. Such dividend
and any dividend payable on the Series I Preferred Stock for any Dividend Period
of less than three full calendar months


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shall be computed according to the formula in Section 3(a) above, except that
for any partial calendar month in the Dividend Period, the dividend accruing
during such partial month (i.e., the amount in clause (i), (ii) or (iii), as the
case may be, in such formula) shall be computed as the product of (x) the number
of days in such partial calendar month that are actually included within the
Dividend Period divided by 360, multiplied by (y) the applicable Dividend Rate
for such calendar month, multiplied by (z) the Liquidation Preference. Holders
of Series I Preferred Stock shall not be entitled to any dividends, whether
payable in cash, property or stock in excess of cumulative dividends, as herein
provided, on the Series I Preferred Stock. Any dividend payment made on shares
of the Series I Preferred Stock shall first be credited against the earliest
accrued but unpaid dividend due with respect to such shares. The Company shall
determine the dividend payable on each Dividend Payment Date in accordance with
these Articles Supplementary, utilizing the Three-Month LIBOR rate supplied by
the Dividend Rate Calculation Agent (which the Dividend Rate Calculation Agent
shall determine in accordance with the definition of Three-Month LIBOR in these
Articles Supplementary).

(c) Except as provided in Section 3(d) below, no dividends
shall be declared or paid or set apart for payment on any Junior Stock or any
Parity Stock (other than a dividend in shares of the Corporation's Common Stock
or in any other class of Junior Stock) for any period unless full cumulative
dividends have been or contemporaneously are declared and paid or declared and a
sum sufficient for the payment thereof is set apart for such payment on the
Series I Preferred Stock for all past Dividend Periods and the then-current
Dividend Period.

(d) When dividends are not paid in full (or a sum sufficient
for such full payment is not so set apart) upon the Series I Preferred Stock and
the shares of any Parity Stock, all dividends declared upon the Series I
Preferred Stock and any series of Parity Stock shall be declared pro rata so
that the amount of dividends declared per share of Series I Preferred Stock and
such series of Parity Stock shall in all cases bear to each other the same ratio
that accrued dividends per share on the Series I Preferred Stock and such series
of Parity Stock (which shall not include any accrual in respect of unpaid
dividends for prior dividend periods if such Parity Stock does not have a
cumulative dividend) bear to each other. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments on the
Series I Preferred Stock that may be in arrears.

(e) Except as provided in the immediately preceding paragraph,
so long as any of the shares of Series I Preferred Stock are outstanding, no
dividends (other than dividends or distributions paid in shares of, or options,
warrants or rights to subscribe for or purchase shares of Junior Stock) shall be
authorized or paid or set apart for payment by the Corporation or other
distribution of cash or other property authorized or made directly or indirectly
by the Corporation with respect to any shares of Junior Stock, nor shall any
shares of Junior Stock be redeemed, purchased or otherwise acquired (other than
a redemption, purchase or other acquisition of Common Stock made for purposes of
an employee incentive or benefit plan of the Corporation or any subsidiary) for
any consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any shares of any such stock) directly or indirectly by
the Corporation (except by conversion into or exchange for Junior Stock), nor
shall any other cash or other property otherwise be paid or distributed to or
for the benefit of any holder of shares of Junior Stock in respect thereof,
directly or indirectly, by the Corporation


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unless in each case full cumulative dividends have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof is
set apart for such payment on the Series I Preferred Stock and all Parity Stock
for all past dividend periods and the then-current dividend period.

Section 4. LIQUIDATION PREFERENCE.

(a) In the event of any liquidation, dissolution or winding up
of the affairs of the Corporation, whether voluntary or involuntary, before any
assets of the Corporation shall be distributed, paid or set aside for the
holders of Junior Stock, the Corporation shall pay to the holders of shares of
Series I Preferred Stock $25.00 per share of Series I Preferred Stock (the
"LIQUIDATION PREFERENCE") plus an amount equal to all accrued and unpaid
dividends (whether or not earned or authorized and whether or not accumulated
pursuant to the final sentence of Section 3(a)) to the date of final
distribution to such holders; but such holders shall not be entitled to any
further payment. Until the holders of the Series I Preferred Stock and holders
of Parity Stock have been paid this liquidation preference in full, no payment
will be made to any holder of Junior Stock upon the liquidation, dissolution or
winding up of the Corporation. If, upon any liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation, or proceeds thereof,
distributable among the holders of Series I Preferred Stock shall be
insufficient to pay in full the preferential amount aforesaid and liquidating
payments on any other shares of any class or series of Parity Stock, then such
assets, or the proceeds thereof, shall be distributed among the holders of
Series I Preferred Stock and any such other Parity Stock ratably in the same
proportion as the respective amounts that would be payable on such Series I
Preferred Stock and any such other Parity Stock if all amounts payable thereon
were paid in full. For the purposes of this Section 4, (i) a consolidation or
merger of the Corporation with or into one or more corporations, trusts or other
entities, (ii) a sale or transfer of all or substantially all of the
Corporation's assets, or (iii) a statutory share exchange shall not be deemed to
be a liquidation, dissolution or winding up, voluntary or involuntary, of the
Corporation.

(b) Written notice of any such liquidation, dissolution or
winding up of the affairs of the Corporation, stating the payment date or dates
when, and the place or places where, the amounts distributable in such
circumstances shall be payable, shall be given by first class mail, postage
pre-paid, not less than 30 nor more than 60 days prior to the payment date
stated therein, to each record holder of the Series I Preferred Stock at the
respective addresses of such holders as the same shall appear on the stock
transfer records of the Corporation.

(c) Subject to the rights of the holders of any shares of
Parity Stock, upon any liquidation, dissolution or winding up of the
Corporation, after payment shall have been made in full to the holders of Series
I Preferred Stock and any Parity Stock, as provided in this Section 4, any other
series or class or classes of Junior Stock shall, subject to the respective
terms thereof, be entitled to receive any and all assets remaining to be paid or
distributed, and the holders of the Series I Preferred Stock and any Parity
Stock shall not be entitled to share therein.


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Section 5. REDEMPTION AT THE OPTION OF THE CORPORATION.

(a) The Corporation, at its option, at any time, may redeem
all, but not less than all, shares of Series I Preferred Stock as set forth
herein. The Series I Preferred Stock may be redeemed at the option of the
Corporation at any time out of assets legally available therefor at a redemption
price payable in cash equal to (x) $25.00 per share of Series I Preferred Stock
multiplied by the following amount: (i) if the Call Date is on or before August
31, 2002, 98.25%; (ii) if the Call Date is during September 2002, 98.50%; (iii)
if the Call Date is during October 2002, 99.00%; and (iv) if the Call Date is on
or after November 1, 2002, 100%, plus (y) an amount equal to all accrued and
unpaid dividends, if any, to the Call Date (whether or not earned or authorized,
and whether or not accumulated pursuant to the final sentence of Section 3(a)).

(b) Shares of Series I Preferred Stock shall be redeemed by
the Corporation on the date specified in the notice to holders required under
paragraph (d) of this Section 5 (the "CALL DATE"). The Call Date shall be
selected by the Corporation, shall be specified in the notice of redemption and
shall be not less than two nor more than twenty days after the date notice of
redemption is sent by the Corporation. Upon any redemption of shares of Series I
Preferred Stock pursuant to paragraph (a) of this Section 5, the Corporation
shall pay in cash to the holder of such shares an amount equal to all accrued
and unpaid dividends, if any, to the Call Date, whether or not earned or
authorized. If the Call Date falls after a Dividend Record Date and prior to the
corresponding Dividend Payment Date, then each holder of Series I Preferred
Stock at the close of business on such Dividend Record Date shall be entitled to
the dividend payable on such shares on the corresponding Dividend Payment Date
notwithstanding the redemption of such shares prior to such Dividend Payment
Date. Except as provided above, the Corporation shall make no payment or
allowance for accumulated or accrued dividends on shares of Series I Preferred
Stock called for redemption.

(c) If full cumulative dividends on all outstanding shares of
Series I Preferred Stock have not been paid or authorized and set apart for
payment, no shares of Series I Preferred Stock may be redeemed unless all
outstanding shares of Series I Preferred Stock are simultaneously redeemed;
provided, however, that the foregoing shall not prevent the purchase by the
Corporation of shares of Excess Stock in order to ensure that the Corporation
remains qualified as a REIT for federal income tax purposes or the purchase or
acquisition of shares of Series I Preferred Stock pursuant to a purchase or
exchange offer made on the same terms to holders of all outstanding shares of
Series I Preferred Stock.

(d) If the Corporation shall redeem shares of Series I
Preferred Stock pursuant to paragraph (a) of this Section 5, notice of such
redemption shall be given to each holder of record of the shares to be redeemed.
Such notice shall be provided by first class mail, postage prepaid, at such
holder's address as the same appears on the stock records of the Corporation
(except that if the sole record holder of the shares of Series I Preferred Stock
is Lehman Brothers Inc., such notice may be given by telecopy to Global Debt
Capital Markets, Industrial/Real Estate Group at 646-758-5430 (to the attention
of Mr. Kevin Smith) with a copy to O'Melveny & Myers LLP at 415-984-8701 (to the
attention of Peter T. Healy, Esq.)). If the Corporation elects to provide such
notice by telecopy, it shall also promptly mail notice of such redemption to the
holder of the shares of Series I Preferred Stock to be redeemed. Neither the
failure to mail any notice required by this paragraph (d), nor any defect
therein or in the mailing


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thereof, to any particular holder, shall affect the sufficiency of the notice or
the validity of the proceedings for redemption with respect to the other
holders. Any notice which was mailed in the manner herein provided shall be
conclusively presumed to have been duly given on the date mailed whether or not
the holder receives the notice. Any notice given by telecopy in the manner
herein provided shall be conclusively presumed to have been duly given when
receipt is confirmed by the telecopier. Each such mailed or telecopied notice
shall state, as appropriate: (1) the Call Date; (2) the number of shares of
Series I Preferred Stock to be redeemed; and (3) that dividends on the shares of
Series I Preferred Stock to be redeemed shall cease to accrue on such Call Date
except as otherwise provided herein. Notice having been published or mailed as
aforesaid, from and after the Call Date (unless the Corporation shall fail to
issue and make available the amount of cash necessary to effect such redemption,
including all accrued and unpaid dividends to the Call Date, whether or not
earned, authorized or accumulated), (i) except as otherwise provided herein,
dividends on the shares of Series I Preferred Stock so called for redemption
shall cease to accumulate or accrue on the shares of Series I Preferred Stock
called for redemption (except that, in the case of a Call Date after a Dividend
Record Date and prior to the related Dividend Payment Date, holders of Series I
Preferred Stock on the Dividend Record Date will be entitled on such Dividend
Payment Date to receive the dividend payable on such shares), (ii) said shares
shall no longer be deemed to be outstanding, and (iii) all rights of the holders
thereof as holders of Series I Preferred Stock of the Corporation shall cease
(except the rights to receive the cash payable upon such redemption, without
interest thereon, upon surrender and endorsement of their certificates if so
required and to receive any dividends payable thereon).

As promptly as practicable after the surrender in accordance
with said notice of the certificates representing any such shares so redeemed
(properly endorsed or assigned for transfer, if the Corporation shall so require
and if the notice shall so state), such certificates shall be exchanged for cash
(without interest thereon) for which such shares have been redeemed in
accordance with such notice.

(e) The shares of Series I Preferred Stock are subject to the
provisions of Section 7.4 of Article VII and Article IX of the Charter relating
to Excess Stock. Excess Stock issued upon exchange of shares of Series I
Preferred Stock pursuant to such provisions may be redeemed, in whole or in
part, at any time when outstanding shares of Series I Preferred Stock are being
redeemed, at a redemption price payable in cash equal to the redemption price at
the time for the Series I Preferred Stock (including any accrued but unpaid
dividends on the shares of Series I Preferred Stock) which are exchanged for
such Excess Stock through the date of such exchange, without interest. If the
Corporation elects to redeem Excess Stock pursuant to the redemption right set
forth in the preceding sentence, such Excess Stock shall be redeemed in such
proportion and in accordance with such procedures as shares of Series I
Preferred Stock are being redeemed.

Section 6. STATUS OF SHARES. All shares of Series I Preferred Stock
which shall have been issued and redeemed or reacquired in any manner by the
Corporation shall be restored to the status of authorized but unissued shares of
Preferred Stock, without designation as to series.


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Section 7. RANKING. The Series I Preferred Stock shall, with respect to
dividend rights and rights upon liquidation, dissolution or winding up of the
Corporation, rank (a) senior to the Series E Preferred Stock, all classes or
series of Common Stock and all equity securities issued by the Corporation
ranking junior to the Series I Preferred Stock as to the payment of dividends or
as to the distribution of assets upon liquidation, dissolution or winding up of
the Corporation (collectively, "JUNIOR STOCK"); (b) on a parity with the Series
C Preferred Stock, Series D Preferred Stock, Series H Preferred Stock and all
other equity securities issued by the Corporation ranking on a parity with the
Series I Preferred Stock as to the payment of dividends and as to distribution
of assets upon liquidation, dissolution or winding up of the Corporation,
whether or not the dividend rates, dividend payment dates or redemption or
liquidation prices per share thereof be different from those of the Series I
Preferred Stock (collectively, "PARITY STOCK"); and (c) junior to all equity
securities issued by the Corporation, the terms of which specifically provide
that such equity securities rank senior to the Series I Preferred Stock as to
the payment of dividends or as to distribution of assets upon liquidation,
dissolution or winding up of the Corporation.

Section 8. VOTING RIGHTS.

(a) The holders of Series I Preferred Stock shall not have any
voting rights, except as set forth below or as otherwise from time to time
required by law.

(b) Whenever dividends on any shares of Series I Preferred
Stock shall be in arrears for six or more quarterly periods (a "SERIES I
PREFERRED DIVIDEND DEFAULT"), the Board of Directors shall take such action as
may be necessary to increase the number of Directors of the Corporation by two
and the holders of such shares of Series I Preferred Stock (voting separately as
a class with the holders of all other series of Parity Stock ("SERIES I PARITY
PREFERRED") upon which like voting rights have been conferred and are
exercisable) will be entitled to vote for the election of a total of two
directors of the Corporation (the "SERIES I PREFERRED STOCK DIRECTORS") at a
special meeting called by the holders of record of at least 20% of the Series I
Preferred Stock or the holders of any other series of Series I Parity Preferred
so in arrears (unless such request is received less than 90 days before the date
fixed for the next annual or special meeting of stockholders) or at the next
annual meeting of stockholders, and at each subsequent annual meeting until all
dividends accumulated on such shares of Series I Preferred Stock for the past
dividend periods and the dividend for the then-current dividend period shall
have been fully paid or declared and a sum sufficient for the payment thereof
set aside for payment. If and when all accumulated dividends and the dividend
for the then-current dividend period on the Series I Preferred Stock shall have
been paid in full or set aside for payment in full, the holders of shares of
Series I Preferred Stock shall be divested of the voting rights set forth in
this Section 8(b) (subject to revesting in the event of each and every Series I
Preferred Dividend Default) and, if all accumulated dividends and the dividend
for the then-current dividend period have been paid in full or set aside for
payment in full on all other series of Series I Parity Preferred upon which like
voting rights have been conferred and are exercisable, the term of office of
each Series I Preferred Stock Director so elected shall terminate and the Board
of Directors shall take such action as may be necessary to reduce the number of
Directors by two. Any Series I Preferred Stock Director may be removed at any
time with or without cause by the vote of, and shall not be removed otherwise
than by the vote of, the holders of record of a


9


majority of the outstanding shares of the Series I Preferred Stock when they
have the voting rights set forth in this Section 8(b) (voting separately as a
class with all other series of Series I Parity Preferred upon which like voting
rights have been conferred and are exercisable). So long as a Series I Preferred
Dividend Default shall continue, any vacancy in the office of a Series I
Preferred Stock Director may be filled by written consent of the Series I
Preferred Stock Director remaining in office, or if none remains in office, by a
vote of the holders of record of a majority of the outstanding shares of Series
I Preferred Stock when they have the voting rights set forth in Section 8(b)
hereof (voting separately as a class with all other series of Series I Parity
Preferred upon which like voting rights have been conferred and are
exercisable). The Series I Preferred Stock Directors shall each be entitled to
one vote per director on any matter.

(c) So long as any shares of Series I Preferred Stock remain
outstanding, the Corporation shall not, without the affirmative vote of the
holders of at least two-thirds of the shares of the Series I Preferred Stock
outstanding at the time, given in person or by proxy, either in writing or at a
meeting (voting separately as a class), (i) authorize or create, or increase the
authorized or issued amount of, any class or series of stock of the Corporation
ranking senior to the Series I Preferred Stock with respect to payment of
dividends or the distribution of assets upon liquidation, dissolution or winding
up or reclassify any authorized stock of the Corporation into any such shares,
or create, authorize or issue any obligation or security convertible into or
evidencing the right to purchase any such shares or (ii) amend, alter or repeal
the provisions of the Charter, whether by merger, consolidation or otherwise, so
as to materially and adversely affect any right, preference, privilege or voting
power of the Series I Preferred Stock or the holders thereof; provided, however,
that with respect to the occurrence of any event set forth in clause (ii) of
this Section 8(c) above, so long as the Series I Preferred Stock remains
outstanding with the terms thereof materially unchanged or, if the Corporation
is not the surviving entity in such transaction, either is exchanged for a
security of the surviving entity with terms that are materially the same as the
Series I Preferred Stock or is exchanged for cash equal to the redemption price
payable under Section 5 at the closing of such exchange, the occurrence of any
such event shall not be deemed to materially and adversely affect such rights,
preferences, privileges or voting powers of the holders of the Series I
Preferred Stock; and, provided, further, that any increase in the amount of the
authorized Preferred Stock or the creation or issuance of any other series of
Preferred Stock, or any increase in the amount of authorized shares of such
series, in each case ranking on a parity with or junior to the Series I
Preferred Stock with respect to payment of dividends or the distribution of
assets upon liquidation, dissolution or winding up, shall not be deemed to
materially and adversely affect such rights, preferences, privileges or voting
powers.

The foregoing voting provisions will not apply if, at or prior
to the time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding shares of Series I Preferred Stock
shall have been redeemed or called for redemption upon proper notice and
sufficient funds shall have been deposited in trust to effect such redemption.

For purposes of the foregoing provisions of this Section 8,
each share of Series I Preferred Stock shall have one vote per share, except
that when any other series of preferred stock shall have the right to vote with
the Series I Preferred Stock as a single class on


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any matter, then the Series I Preferred Stock and such other series shall have
with respect to such matters one vote per $25 of liquidation preference, and
fractional votes shall be ignored.

(d) Nothing contained in paragraph (c) of this Section 8 shall
require a vote of the holders of the Series I Preferred Stock in connection with
the redemption, purchase or other acquisition by the Corporation of shares of
stock of the Corporation not in violation of the terms of the Series I Preferred
Stock.

Section 9. SEVERABILITY OF PROVISIONS. If any preference, right, voting
power, restriction, limitation as to dividends or other distributions,
qualification or term or condition of redemption of the Series I Preferred Stock
set forth herein is invalid, unlawful or incapable of being enforced by reason
of any rule of law or public policy, all other preferences, rights, voting
powers, restrictions, limitations as to dividends or other distributions,
qualifications or terms or conditions of redemption of the Series I Preferred
Stock set forth herein which can be given effect without the invalid, unlawful
or unenforceable provision thereof shall, nevertheless, remain in full force and
effect, and no preferences, rights, voting powers, restrictions, limitations as
to dividends or other distributions, qualifications or terms or conditions of
redemption of the Series I Preferred Stock herein set forth shall be deemed
dependent upon any other provision thereof unless so expressed therein.

SECOND: The Series I Preferred Shares have been classified and
designated by the Board of Directors under the authority contained in the
Charter.

THIRD: These Articles Supplementary have been approved by the Board of
Directors in the manner and by the vote required by law.

FOURTH: The undersigned President of the Corporation acknowledges these
Articles Supplementary to be the corporate act of the Corporation and, as to all
matters or facts required to be verified under oath, the undersigned President
acknowledges that, to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.


[Signature Page Follows]


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IN WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
President and attested to by its Secretary on this 9th day of July, 2002.

ATTEST: AVALONBAY COMMUNITIES, INC.



/s/ Edward M. Schulman By: /s/ Bryce Blair(SEAL)
- --------------------------- -------------------------
Edward M. Schulman Bryce Blair
Secretary President





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