UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

AMB Property Corporation
AMB Property, L.P.

Maryland (AMB Property Corporation) Delaware (AMB Property, L.P.) (State or Other Jurisdiction of Incorporation or Organization)		94-3281941 94-3285362 (I.R.S. Employer Identification No.)
Pier 1, Bay 1, San Francisco, California (Address of Principal Executive Offices)		94111 (Zip Code)

(415) 394-9000

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

		Title of Each Class		Name of Each Exchange on Which Registered
AMB Property Corporation		Common Stock, $.01 par value		New York Stock Exchange
AMB Property Corporation		6.50% Series L Cumulative Redeemable Preferred Stock		New York Stock Exchange
AMB Property Corporation		6.75% Series M Cumulative Redeemable Preferred Stock		New York Stock Exchange
AMB Property Corporation		7.00% Series O Cumulative Redeemable Preferred Stock		New York Stock Exchange
AMB Property Corporation		6.85% Series P Cumulative Redeemable Preferred Stock		New York Stock Exchange
AMB Property, L.P.		None		None

AMB Property Corporation		None
AMB Property, L.P		None

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

AMB Property Corporation		Yes þ No o
AMB Property, L.P.		Yes o No þ

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

AMB Property Corporation		Yes o No þ
AMB Property, L.P.		Yes o No þ

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

AMB Property Corporation		Yes þ No o
AMB Property, L.P.		Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

     AMB Property Corporation:

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

     AMB Property, L.P.:

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ		Smaller reporting company o
				(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

AMB Property Corporation		Yes o No þ
AMB Property, L.P.		Yes o No þ

     The aggregate market value of common shares held by non-affiliates of AMB Property Corporation (based upon the closing sale price on the New York Stock Exchange) on June 30, 2010 was $3,889,698,154.

     As of February 16, 2011, there were 169,409,343 shares of AMB Property Corporation’s common stock, $0.01 par value per share, outstanding.

 

 

     This Annual Report on Form 10-K for AMB Property Corporation and AMB Property, L.P. for the year ended December 31, 2010 is being amended to include Part III, Items 10-14.

PART III

Item 10.		Directors, Executive Officers and Corporate Governance

DIRECTORS

     The Company’s Board of Directors is comprised of the following nine individuals, each of whom has also been nominated for re-election as a director at the 2011 Annual Meeting: Hamid R. Moghadam, T. Robert Burke, David A. Cole, Lydia H. Kennard, J. Michael Losh, Frederick W. Reid, Jeffrey L. Skelton, Thomas W. Tusher and Carl B. Webb. All members of the Board serve a one-year term, which expires at the following annual meeting of stockholders when their successors are duly elected and qualified.

     Information about each director’s share ownership is set forth under the table entitled “Security Ownership of Certain Beneficial Owners and Management” in Part III, Item 12 below. The principal occupation and certain other information regarding our director nominees are set forth below as of March 2, 2011.

Hamid R. Moghadam
		Age 54
		Director since 1997
		AMB Board Committees: Member, Executive Committee
		One of the founders (in 1983) of the predecessor to AMB Property Corporation, Mr. Moghadam has over 30 years of experience in real estate. He is currently our Chairman and Chief Executive Officer. Mr. Moghadam holds bachelor’s and master’s degrees in engineering from the Massachusetts Institute of Technology and an M.B.A. degree from the Graduate School of Business at Stanford University.
		Mr. Moghadam is a member of the board of trustees of Leland Stanford Junior University, and is a former member of the Stanford Graduate School of Business Advisory Council and its Campaign Steering Committee. He is a former Chairman of the Executive Committee and the Board of Governors of the National Association of Real Estate Investment Trusts, is a former Chairman of Stanford Management Company, is a former member of the board of directors of Plum Creek Timber Company, is a founding member of the Real Estate Roundtable, and has served on various committees of the Massachusetts Institute of Technology. In addition, as an active participant in the San Francisco Bay Area community, he has served on various philanthropic and community boards, including the California Academy of Sciences, the Bay Area Discovery Museum, Town School for Boys, and as Chairman of the Young Presidents’ Organization’s (YPO) Northern California Chapter. As a result of these and other professional experiences, Mr. Moghadam possesses particular knowledge and experience about AMB and in the real estate and real estate investment trust industry that strengthen the Board’s collective qualifications, skills and experience.
T. Robert Burke
		Age 68
		Director since 1997
		AMB Board Committees: Chair, Executive Committee
		Mr. Burke is one of the founders (in 1983) of the predecessor to AMB Property Corporation. From November 1997 to December 1999, Mr. Burke was our Chairman of the Board. He was formerly a senior real estate partner with Morrison & Foerster LLP and, for two years, served as that firm’s Managing Partner for Operations. Mr. Burke graduated from Stanford University and holds a J.D. degree from Stanford Law School.
		Mr. Burke is a former member of the Board of Governors of the National Association of Real Estate Investment Trusts, and is a former member of the Board of Trustees of Stanford University. Mr. Burke is also the former Chairman of the Board of Directors of the Pension Real Estate Association. As a result of these and other professional experiences, Mr. Burke possesses particular knowledge and experience about AMB and in the real estate and real estate investment trust industry that strengthen the Board’s collective qualifications, skills and experience.

David A. Cole
		Age 68
		Director since 2000
		AMB Board Committees: Chair, Compensation Committee
		Mr. Cole was named Chairman of the Board and Chief Executive Officer of Kurt Salmon Associates, a global management consulting firm, in January 1988. He retired as Chief Executive Officer in December 1998 and continued to serve as Chairman of the Board until January 2001. He served as Chairman Emeritus until 2009. Mr. Cole holds a bachelor’s degree in engineering from Auburn University and has successfully completed the Advanced Management Program at Harvard Business School.
		Mr. Cole is a member of the Board of Directors of PRGX, Inc., a publicly traded provider of audit recovery, analytic and advisory services, is Chairman of its governance and nominating committee and serves on its compensation committee. He served as Chairman of the Board of Directors of PRGX, Inc. from 2005 to 2006. Mr. Cole is a member of the Board of Directors of Americorp Holding, Inc., a privately held operator of healthcare clinics. He is also a member of the Advisory Board of Goizueza Business School at Emory University and a trustee of the Galloway School in Atlanta, Georgia. As a result of these and other professional experiences, Mr. Cole possesses particular knowledge and experience in strategic planning and leadership of complex organizations that strengthen the Board’s collective qualifications, skills and experience.
Lydia H. Kennard
		Age 56
		Director since 2004
		AMB Board Committees: Chair, Nominating and Governance Committee
		From 1999 to 2003 and again from October 2005 to February 2007, Ms. Kennard served as Executive Director of Los Angeles World Airports, a system of airports comprising Los Angeles International, Ontario International, Palmdale Regional and Van Nuys General Aviation Airports. She is currently a principal of Airport Property Ventures, LLC and KDG Development & Construction Consulting. She served as Deputy Executive for Design and Construction for Los Angeles World Airports from 1994 to 1999. Ms. Kennard holds a J.D. degree from Harvard Law School, a master’s degree in city planning from the Massachusetts Institute of Technology, and a bachelor’s degree in urban planning and management from Stanford University.
		Ms. Kennard is a director of Intermec, Inc., an industrial technologies company, a member of the UniHealth Foundation Board, a member of the California Air Resources Board, a trustee for RAND Corporation, where she serves on the executive and audit committees, a trustee for the University of Southern California, a director of URS Corporation, where she as chair of the Board Affairs Committee, a trustee for the Marlborough School, where she serves on the audit and development committees, and is a former director of IndyMac Bank. As a result of these and other professional experiences, Ms. Kennard possesses particular knowledge and experience in the airport and aviation industries that strengthen the Board’s collective qualifications, skills and experience.
J. Michael Losh
		Age 64
		Director since 2003
		AMB Board Committees: Chair, Audit Committee
		From July 2004 to May 2005, Mr. Losh served as interim chief financial officer of Cardinal Health, Inc., a health care products and services company. Mr. Losh spent 36 years with General Motors Corporation, most recently as Executive Vice President and Chief Financial Officer of General Motors from July 1994 through August 2000 and as chairman of GMAC, General Motor’s financial services group, from July 1994 until 1999. He oversaw major capacity expansion programs and integrated finance functions when he served as finance director of General Motors de Brazil from 1979 to 1982 and as managing director of General Motors de Mexico from 1982 to 1984. Mr. Losh was elected Vice President of General Motors and General Manager of the Pontiac Division in July 1984, and in June 1989 was named Vice President and General Manager of the Oldsmobile Division. From 1992 to 1994, Mr. Losh served as Group Vice President in charge of North American Vehicle Sales, Service and Marketing. Mr. Losh holds a B.S. degree in Mechanical Engineering from Kettering University and an M.B.A. degree from Harvard University.
		Mr. Losh currently serves on the boards of CareFusion Corporation, a medical devices company, where he is the presiding director and serves on the audit committee; AON Corporation, an insurance and risk management company, where he serves on the audit, governance and nominating, finance and

		compensation committees; Masco Corporation, a home improvement and building products company, where he serves on the audit committee, the pricing committee and the compensation committee; H.B. Fuller Company, a chemical manufacturer, where he serves on the audit and governance committees; and TRW Automotive Inc., an automotive product company, where he serves on the audit and compensation committees. As a result of these and other professional experiences, Mr. Losh possesses particular knowledge and experience in strategic planning and leadership of complex organizations, as well as expertise in finance, that strengthen the Board’s collective qualifications, skills and experience.
Frederick W. Reid
		Age 60
		Director since 2003
		AMB Board Committees: Member, Compensation Committee; Member, Nominating and Governance Committee
		Mr. Reid is currently the President of Flexjet and SkyJet U.S. He served as Chief Executive Officer of Virgin America, a startup airline that launched operations in August 2007, until January 2008. Mr. Reid joined Virgin America in April 2004. Previously, Mr. Reid served as President and Chief Operating Officer of Delta Airlines from May 2001 to April 2004 and served as Executive Vice President and Chief Marketing Officer of Delta Airlines from July 1998 to May 2001. Before joining Delta Airlines, Mr. Reid served as President and Chief Operating Officer of Lufthansa German Airlines from April 1997 to June 1998, as Executive Vice President from 1996 to March 1997 and as Senior Vice President, The Americas from 1991 to 1996. Between 1976 and 1991, Mr. Reid held various management positions at Pan American World Airways and American Airlines, based in Western Europe, the Middle East and South Asia. Mr. Reid holds a B.A. degree in Asian Studies from the University of California at Berkeley.
		Mr. Reid is a member of the Advisory Board for the Taub Institute for Research on Alzheimer’s Disease and the Aging Brain. As a result of these and other professional experiences, Mr. Reid possesses particular knowledge and experience in the airport and aviation industry that strengthen the Board’s collective qualifications, skills and experience.
Jeffrey L. Skelton
		Age 61
		Director since 1997
		AMB Board Committees: Member, Audit Committee; Member, Executive Committee
		Mr. Skelton is Managing Partner of Resultant Capital Partners, LLC, an investment management firm. Mr. Skelton served as President and Chief Executive Officer of Symphony Asset Management, a subsidiary of Nuveen Investments, Inc., from 2004 until 2009. Prior to founding Symphony Asset Management in 1994, he was with Wells Fargo Nikko Investment Advisors from January 1984 to December 1993, where he served in a variety of capacities, including Chief Research Officer, Vice Chairman, Co-Chief Investment Officer and Chief Executive of Wells Fargo Nikko Investment Advisors Limited in London. Mr. Skelton has a Ph.D. in Mathematical Economics and Finance and an M.B.A. degree from the University of Chicago, and was an Assistant Professor of Finance at the University of California at Berkeley, Walter A. Haas School of Business.
		Mr. Skelton is a trustee of the Woodrow Wilson National Fellowship Foundation. As a result of these and other professional experiences, Mr. Skelton possesses particular knowledge and experience in strategic planning and leadership of complex organizations, as well as expertise in finance, that strengthen the Board’s collective qualifications, skills and experience.
Thomas W. Tusher
		Age 69
		Director since 1997
		AMB Board Committees: Member, Compensation Committee
		Mr. Tusher was President and Chief Operating Officer of Levi Strauss & Co. from 1984 through 1996, when he retired. Previously, he was President of Levi Strauss International from 1976 to 1984. Mr. Tusher began his career at Levi Strauss in 1969. He was a director of the publicly-held Levi Strauss & Co. from 1978 to 1985, and was named a director of the privately-controlled Levi Strauss & Co. in 1989, a position he held until his retirement at the end of 1996. Prior to joining Levi Strauss & Co., Mr. Tusher was with Colgate Palmolive from 1965 to 1969. Mr. Tusher has a bachelor’s degree from the University of California at Berkeley and an M.B.A. degree from the Graduate School of Business at Stanford University.

		Mr. Tusher is a director of Amisfield Wine Company in New Zealand. He is a former director of Dash America (Pearl Izumi), Cakebread Cellars, Great Western Financial Corporation and the San Francisco Chamber of Commerce. He is also Chairman Emeritus and a member of the advisory board of the Walter A. Haas School of Business at the University of California at Berkeley. Mr. Tusher is also a director of the World Wildlife Fund, a member of the Board of Trustees of the California Academy of Sciences and a former director of the Stanford Graduate School of Business Advisory Council. As a result of these and other professional experiences, Mr. Tusher possesses particular knowledge and experience in strategic planning and leadership of complex organizations that strengthen the Board’s collective qualifications, skills and experience.
Carl B. Webb
		Age 61
		Director since 2007
		AMB Board Committees: Member, Audit Committee; Member, Nominating and Governance Committee
		Mr. Webb is the Chief Executive Officer and Board Member of Pacific Capital Bancorp, and is Chairman and Chief Executive Officer of Pacific Capital Bank, N.A., Santa Barbara, California. He is also the Senior Partner of Ford Management, L.P., a Dallas-based private equity firm with a focus on equity investments in financial service firms nationally. In addition, Mr. Webb has served as a consultant to Hunter’s Glen/Ford, Ltd., a private investment partnership, since November 2002. He served as the Co-Chairman of Triad Financial Holdings LLC, a privately held financial services company, from July 2007 to October 2009, and was the interim President and Chief Executive Officer from August 2005 to July 2007.
		Previously, Mr. Webb was the President, Chief Operating Officer and director of Golden State Bancorp Inc. and its subsidiary, California Federal Bank, FSB, from September 1994 to November 2002. Prior to his affiliation with California Federal Bank, FSB, Mr. Webb was the President and CEO of First Madison Bank, FSB (from 1993 to 1994) and First Gibraltar Bank, FSB (from 1988 to 1993), as well as President and Director of First National Bank at Lubbock (from 1983 to 1988). Mr. Webb received a Bachelor of Business Administration Degree from West Texas A&M University and a Graduate Banking Degree from Southwestern Graduate School of Banking at Southern Methodist University.
		Mr. Webb is a director of Pacific Capital Bancorp, a publically traded bank holding company that owns a full service bank based in Santa Barbara, California, Hilltop Holdings Inc., a publicly-traded financial services holding company, and M & F Worldwide Corp., a holding company that manages two financial institution services companies and a licorice flavorings manufacturer, where he serves on the audit committee, is a former director of Plum Creek Timber Company, where he served on the audit and compensation committees, and is a former director of Triad Financial SM LLC. As a result of these and other professional experiences, Mr. Webb possesses particular knowledge and experience in strategic planning and the financial and real estate investment trust industries, as well as expertise in finance, that strengthen the Board’s collective qualifications, skills and experience.

EXECUTIVE OFFICERS

     The following is a biographical summary of the experience of our executive officers as of March 2, 2011:

Hamid R. Moghadam
Age:		54
Position(s):		Mr. Moghadam has served as our Chief Executive Officer since November 1997, our president under our bylaws and Maryland corporate law since February 2007 and as Chairman of the Board since January 2000.
Biographical information:		Biographical information regarding Mr. Moghadam is set forth under “Directors.”
Thomas S. Olinger
Age:		44
Position(s):		Chief Financial Officer
Biographical information:		Mr. Olinger joined us on February 23, 2007 and became our Chief Financial Officer on March 1, 2007. He currently serves as Chair of our Investment Committee and as an officer or director of a number of our other subsidiaries. From 2002 until February 2007, Mr. Olinger was the vice president and corporate controller of Oracle Corporation, a software and technology company, where he was responsible for

		global corporate accounting, external reporting, technical accounting, global revenue recognition, Sarbanes-Oxley compliance and finance merger and acquisition integration, among other duties. At Oracle, Mr. Olinger also oversaw global controllership operations in Dublin, Ireland, Bangalore, India, Sydney, Australia and Rocklin, California. Prior to his employment with Oracle, Mr. Olinger was an accountant and partner at Arthur Andersen LLP. At Arthur Andersen, Mr. Olinger served as the lead audit partner on our account from 1999 to 2002. He also worked with a number of other real estate investment trusts in Arthur Andersen’s real estate practice group and technology companies in Arthur Andersen’s software practice group. He is a board member of American Assets Trust, where he serves on its audit and nominating and governance committees. Mr. Olinger graduated in 1988 from Indiana University with a B.S. degree in finance with distinction.
Guy F. Jaquier
Age:		52
Position(s):		President, Europe & Asia; President, Private Capital
Biographical information:		As of January 1, 2010, Mr. Jaquier became the President, Private Capital in addition to his role as President, Europe and Asia. Mr. Jaquier joined us in June 2000 and served as our Executive Vice President, Chief Investment Officer from June 2000 to December 31, 2005 and our Executive Vice President, Europe & Asia from January 2006 to February 2007. He served as Vice Chairman of AMB Capital Partners, LLC, one of our subsidiaries from January 2001 to December 2005, and currently serves as an officer or director of a number of our other subsidiaries. He also serves as a director of the Runstad Center Advisory Board for the University of Washington real estate program. Mr. Jaquier has over 28 years of experience in real estate finance and investments. Between 1998 and June 2000, Mr. Jaquier served as Senior Investment Officer for real estate at the California Public Employees’ Retirement System, where his responsibilities included managing a $12 billion real estate portfolio. Prior to that, Mr. Jaquier spent 15 years at Lend Lease Real Estate Investments and its predecessor, Equitable Real Estate, where he held various transactions and management positions. He holds a B.S. degree in Building Construction Management from the University of Washington and an M.B.A. degree from the Harvard Graduate School of Business Administration.
Eugene F. Reilly
Age:		49
Position(s):		President, The Americas
Biographical information:		Mr. Reilly joined us in October 2003 and has over 26 years of experience in real estate development, acquisition, disposition, financing and leasing throughout the Americas. Prior to joining us, Mr. Reilly served as Chief Investment Officer at Cabot Properties, Inc., a private equity industrial real estate firm in which he was also a founding partner, and his tenure there, including its predecessor companies, spanned from 1992 to 2003. From 1985 to 1992, Mr. Reilly served in a variety of capacities at National Development Corporation, ultimately serving as Senior Vice President. Mr. Reilly is a director and Secretary of the National Association of Industrial and Office Parks (NAIOP), is a director of Strategic Hotels and Resorts, Inc., a publicly traded REIT and is a member of the Urban Land Institute. He began service on the national board of directors of NAIOP in 2010, and has previously served on the National Industrial Education Committee of NAIOP, and was a former member of the board of directors of its Massachusetts chapter. He has also served on the board of directors of Grupo Acción, S.A. de C.V.; a leading development company in Mexico. He holds an A.B. in Economics from Harvard College.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who are owners or beneficial owners of more than 10% of a registered class of our equity securities, to file with the U.S. Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other of our equity securities. Insiders are required by regulation of the U.S. Securities and Exchange Commission to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on review of the copies of such reports furnished to us or written representations that no other reports or amendments were required, during the year ended December 31, 2010, all of these executive officers, directors and beneficial owners of more than 10% of a registered class of our equity securities complied with all Section 16(a) filing requirements applicable to them.

CODE OF BUSINESS CONDUCT

     We have adopted a Code of Business Conduct that applies to our directors, officers and employees. Our Code of Business Conduct, as well as our Corporate Governance Principles, are available on our website at http://www.amb.com and in print at the request of any of our stockholders upon request. Requests for such copies should be addressed to: AMB Property Corporation, Pier 1, Bay 1,

San Francisco, California 94111, Attn: Investor Relations, telephone (415) 394-9000. We will promptly disclose on our website any amendments to, and waivers from, our Code of Business Conduct relating to any of these specified directors, officers and employees.

AUDIT COMMITTEE

     Our Board of Directors has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. Our Board of Directors has determined that we have three audit committee financial experts, J. Michael Losh, Jeffrey L. Skelton and Carl B. Webb, serving on our Audit Committee. Our Board has determined that Messrs. Losh, Skelton and Webb are independent as this term is defined by the New York Stock Exchange’s listing standards. Our Board has determined that Mr. Losh’s simultaneous service on the audit committees of more than two other public companies would not impair his ability to effectively serve on the Audit Committee of our Board of Directors. In reaching this determination, the Board considered that Mr. Losh’s substantial ability, experience and expertise in public financial reporting and management while serving as Chief Financial Officer of General Motors, a Fortune 100 company, among other similar positions, significantly benefits the Board and the company. The Board also determined that Mr. Losh’s service on the other companies’ audit committees did not hinder his ability to serve on our Audit Committee as he is currently retired and not serving in an executive officer capacity for another company.

Item 11. Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

General Overview of AMB Pay Practices

     Our compensation program is founded on the principle of pay-for-performance that is tied to long-term stockholder value creation. The objectives of our compensation program are to:

	(1)		reward and provide incentives for superior corporate, group and individual performance;
	(2)		attract the best talent available in the marketplace; and
	(3)		motivate and retain high performing employees.

     All of our employees and executives are compensated similarly, with a cash base salary, annual bonus opportunity and potential for long-term equity incentive awards. The annual bonus and long-term equity incentive awards are discretionary. We do not offer different types of compensation packages to different groups within our company, nor do we have employment contracts binding us to pay certain bonus or long-term equity incentive amounts.

     As an employee becomes more senior and his/her responsibilities grow broader in scope, an increasingly greater portion of his/her total annual compensation consists of variable bonus and incentive pay compared to the employee’s base salary. In addition, a larger portion of his/her annual compensation is delivered in the form of equity. We believe this compensation structure aligns such employee’s interests with that of our stockholders. Accordingly, as the role of an employee expands within the company, the portion of such employee’s compensation that is at risk also increases.

     We monitor and evaluate our pay practices on a regular basis and strive for alignment of our pay practices with our stockholders’ interests for long-term value and growth. Accordingly, we compare our compensation standards against those guidelines published by selected institutional investor organizations, such as Green Street Advisors.

     Generally:

	•		We do not have employment contracts with our executives nor our U.S.-based employees, thus we do not have multi-year guarantees for salary increases, non-performance based bonuses or equity compensation. Our target and range for bonuses and equity compensation payments are discretionary and based on company, group and individual performance.
	•		Our tax reimbursements for executive perquisites, such as for parking and financial planning, are minimal.
	•		Our insider trading policy prohibits aggressive or speculative trading.
	•		We have not re-priced or replaced any underwater stock options, and our equity incentive plan requires that we obtain stockholder approval before any repricings.
	•		We have stock ownership and holding guidelines as set forth in the section entitled “Stock Ownership Guidelines” below, and our long-term equity incentive awards generally have a vesting period of 3 to 5 years.

	•		We award a mix of full value and equity appreciation awards to our eligible employees.
	•		We provide minimal perquisites for former and/or retired executives, the main perquisite being the opportunity for retired executives to buy healthcare coverage. We have not provided extraordinary relocation benefits for our current executives.
	•		Our cash payments in connection with a change in control do not exceed 2 times base salary and bonus, and are paid out only on double-trigger events.

     Our Compensation Committee and Audit Committee monitor our risk management objectives to ensure that our compensation policies and practices do not materially increase our risk profile with respect to incentivizing our employees, and meet to discuss such objectives. In addition, our management provides a quarterly report to the Board regarding how the company is performing compared to our business plan and performance measure objectives.

     We award an employee with incentive pay after the end of our fiscal year based on the prior year’s performance. In determining the amount of incentive pay awarded, the Compensation Committee reviews the prior year’s corporate performance, as well as, group and individual performance. Corporate performance is determined based on certain pre-established performance objectives aligned with our business plan. The Compensation Committee also applies sound judgment to determine executive compensation. Long-term equity incentive awards for our executives are based on our total stockholder return relative to our peers over a three-year period. More detail on the specific corporate performance objectives used in determining 2010 annual bonus and long-term incentive payments follows in the “Executive Compensation Program — Annual Bonus Program” and “— Long-Term Equity Incentive Program” sections below.

     Group and individual performance is measured on the basis of quantitative and qualitative performance objectives that gauge a group’s and individual’s contribution to our success. Group performance goals, which are aligned with the business plan, are allocated to each executive by the Chairman and CEO. Group heads and managers then use the business plan and group performance goals to develop individual goals and objectives for the employees in their groups. We strongly believe that, by providing a pay-for-performance compensation program, we establish and maintain a performance and achievement-oriented environment throughout the organization and attract and retain exceptional talent.

     The following provides a more detailed analysis of the reasoning utilized in our decision-making on executive compensation-related matters.

Executive Compensation Program

     Consistent with our compensation philosophy and program for all employees, our executive compensation program offers three main elements of compensation:

	•		Base salary,
	•		Annual bonus, and
	•		Long-term equity incentive awards.

     In determining base salary amounts and annual bonus and long-term equity incentive award ranges and targets for our executives, the Compensation Committee uses the following tools, from time to time, to assist in its determinations:

	•		Compensation tally sheets, and
	•		Benchmarking data.

     Compensation Tally Sheets. Management prepares tally sheets for each executive detailing compensation components for Compensation Committee review when setting and/or awarding compensation. The information contained on the tally sheets for each executive includes the prior year’s base salary, actual and target bonus, and actual and target long-term equity incentive award amounts. In addition, a comparison is made between the prior year’s total remuneration and target remuneration for the current compensation year. The target compensation for a current compensation year is based on benchmarking data.

     Benchmarking Data. The current executive compensation program targets cash compensation (base salary and annual bonus) at the 50th percentile of compensation for executive officers in our peer group (plus a 10% geographical adjustment) and total remuneration (base salary, annual bonus and long-term equity incentives) at approximately the 60th percentile of compensation for executive officers in our peer group. For 2010, the actual total compensation awarded to the Company’s Named Executive Officers, or NEOs, was in line with their pre-established target total compensation. Our peer group is established by the Compensation Committee and currently

consists of companies that comprise the Cohen & Steers Realty Majors, as set out below, which we believe is the most appropriate peer group because it consists of major publicly traded real estate companies.

Alexandria Real Estate Apartment Investment & Management Co. AvalonBay Communities Boston Properties BRE Properties Camden Property Trust Corporate Office Properties Digital Realty Trust Douglas Emmett Inc. Duke Realty		Equity Residential Essex Property Trust Federal Realty Investment Trust HCP Inc. HCP Inc. Health Care REIT Inc. Highwoods Properties Host Hotels & Resorts Kimco Realty Corp Liberty Property Trust Macerich Co.		ProLogis Public Storage Regency Centers Corp Simon Property Group SL Green Realty Corp UDR Inc. Ventas Vornado Realty Trust Weingarten Realty Investors

     Generally, in determining each component of target compensation, we benchmark our top executives with the NEOs of the companies in our peer group. With respect to our long-term equity incentive program, we use the methodology described below in the respective long-term equity incentive section.

     In 2010, the Compensation Committee reviewed an analysis comparing the company’s total remuneration paid to our executives over the last three years to our peer group’s total remuneration paid to their executives over the last three years against each company’s corresponding three-year total stockholder return. This analysis helped us to gauge pay versus performance levels and to confirm consistency of our executive compensation program with our pay-for-performance philosophy.

     Role of Compensation Consultant. The Compensation Committee has retained Towers Watson as its independent compensation consultant to assist with the formulation and administration of the executive compensation program at the company. Towers Watson does not provide any other services to the company. On an annual basis, Towers Watson reviews the executive compensation program with the Compensation Committee and assesses the competitiveness of compensation levels for the executive officers to ensure that the compensation is aligned with AMB’s executive compensation philosophy. Towers Watson provides the Compensation Committee with a compensation analysis of our peer group using information found in current proxy data and values each component of compensation awarded including base salary, bonus, equity awards and perquisites. Towers Watson also shares with the Compensation Committee its observations on competitive market trends. The Compensation Committee considers this analysis along with company business strategies, objectives and financial condition when setting annual compensation values for each component of total remuneration for the executives.

     Other compensation components. We also offer a limited amount of perquisite benefits to our executives, as well as the opportunity to participate in health, welfare and benefit programs generally available to our employees. In addition, along with our other U.S.-based officers, we offer executives the opportunity to participate in our nonqualified deferred compensation program. We also provide certain benefits upon termination of an executive’s employment in the event of death, disability or change in control of the company under change in control and non-competition agreements, which are discussed more fully under “Executive Compensation — Change in Control and Noncompetition Agreements” below.

Base Salary

     Base salaries for our executives are intended to be competitive in the market for the scope and responsibilities of the jobs performed and are targeted at the median level of compensation in the market for similar positions. The base salaries for our executive officers are reviewed annually by the Compensation Committee and adjustments may be made based on the executive’s experience, responsibilities, individual performance and company affordability.

     In comparison with total compensation for our non-executive officers and other employees, base salaries for our executives comprise a smaller portion of our executives’ total compensation. In 2010, the base salary of our executives as a percentage of total target compensation (including base salary, target annual bonus and target long-term equity incentive amount) ranged from 16.1% to 25.8% of total target compensation.

Annual Bonus Program

     Our annual bonus program is a formal, organization-wide incentive program that is intended to encourage teamwork and innovation, focus attention on specific business objectives and award the achievement of these objectives. It is intended to provide incentives to create value for our stockholders and to establish and maintain a performance and achievement-oriented environment throughout the organization. Each executive has an opportunity to earn higher bonuses for outstanding performance and, conversely, each executive is penalized for below target performance. The annual bonus is discretionary.

     Executives are eligible to receive an annual bonus calculated as a percentage of their base salary. Annual bonuses provide executives with the opportunity to earn cash compensation in excess of their annual target compensation level, but only in the event that corporate, group and individual goals have been exceeded. Conversely, if corporate, group and individual performance do not meet the pre-established objectives, annual bonuses may be reduced below the target level. In determining an annual bonus where performance does not meet the pre-established objectives, the Compensation Committee looks at whether corporate goals were met, whether the group or individual performance goals were met, and for any goals not met, the discrepancy between the actual performance achievement and the goal.

     The annual bonuses for executives are weighted between corporate, group and individual performance objectives. The following table provides the target bonus percentages and weightings for executive management for 2010:

		Weighting
		Corporate v. Group/		Bonus as a% of
		Individual		Base Salary
Position		Performance		(Minimum-Target-Maximum)
Chairman and CEO		80% v. 20%		0% - 150% - 300%
President, Private Capital and Europe & Asia		60% v. 40%		0% - 125% - 250%
President, The Americas		60% v. 40%		0% - 125% - 250%
Chief Financial Officer		50% v. 50%		0% - 100% - 200%

     We set performance targets based on historical and projected results, market expectations and peer performance, as well as key business priorities. In establishing the targets for measuring performance the Compensation Committee assesses the difficulty of achieving each target. The Compensation Committee attempts to ensure that the targets are motivational and that they inspire the participants to exceed their goals. Over the last five years, the company has performed below target in two years and exceeded target in three years.

     The Compensation Committee approved the measurement of the company’s performance on the following four key performance measures and targets derived from our 2010 business plan.

Performance Measure		Target		Weighting
Adjusted Recurring FFO per share(1)		$1.13		40%
Private Equity Raised		$400 million		20%
Development Portfolio Leased/Sold		6.6 million square feet		20%
Business Process Optimization		process & technology initiatives		20%
				100%

2010 Performance.

     In 2010, we exceeded our goal for our adjusted recurring FFO per share, private equity raised and business process optimization performance measures; however, we ended our year below plan with respect to our other performance measure, development portfolio leased or sold.

     At the end of 2010, our Chairman and CEO assessed our achievements compared to the 2010 business plan as well as our achievement of our key business priorities, which were to realize the full potential of our assets; deploy capital profitably into a mix of acquisitions, fund investments and developments; run our business with best in class operations and management reporting and to fully integrate our private capital business. Based upon the achievement of these goals, our Chairman recommended to the Compensation Committee, and the Compensation Committee approved a corporate performance rating above target. The corporate performance rating determined the size of the company’s bonus pool and that rating was used to calculate the corporate performance portion of the executives’ bonus payment. The amount of the Company’s organization-wide bonus pool for 2010 was determined by aggregating the target bonus amounts to be awarded to each employee and adjusted upwards by the Compensation Committee to reflect above target corporate performance for the year. As a result, the organization-wide bonus pool was funded at 122.4% of the target amount (or 61.4% of the maximum amount). The amount of the bonus pool awarded to our Named Executive Officers was $3,041,000.

     The Compensation Committee evaluates the individual performance of the Chairman and CEO and determines his annual bonus. The Chairman and CEO does not participate in or influence the decisions of the Compensation Committee with respect to his annual bonus. Based on recommendations by the Chairman and CEO, the Compensation Committee determines the annual bonus of the other executive officers. At the direction of the Compensation Committee, Towers Watson reviews the bonus calculations for the executive officers and confirms that the bonuses have been calculated in accordance with the terms and conditions of the annual bonus program and to ensure compliance with the philosophy of the executive compensation program.

     Our executives may choose to receive all or a portion of their annual bonuses in cash, shares of restricted stock (valued at 125% of the cash bonus, with three-year vesting), stock options (valued at 150% of the cash bonus, with three-year vesting on the portion attributable to the value above 100% of the cash bonus and vesting on the portion attributable to the 100% value of the cash bonus within one year), or any combination of the foregoing, subject to certain limits with respect to the equity awards. In 2010, we set the limit so that no more than a total of 800,000 shares could be distributed under the bonus exchange program and no individual could receive more than 400,000 shares. While this program may result in additional compensation for our executives, it gives our executives an opportunity to increase their ownership in the company by exchanging their cash compensation for equity. This program further aligns the interests of our executives with the interests of our stockholders and increases the likelihood of retention of our executives through the vesting periods.

Long-Term Equity Incentive Program

     The long-term equity incentive program is intended to provide our executives with incentives to maximize our long-term performance and to promote the interests of our stockholders by providing the opportunity for our executives to receive additional grants of stock options, restricted stock or other equity-based awards upon approval of the Compensation Committee. Consequently, long-term equity comprises a significant portion of total compensation for our executives.

     In determining whether to award executive officers any long-term equity incentive grants for the prior year’s performance, the Compensation Committee reviews and analyzes the company’s three-year total stockholder return (TSR) relative to a peer group comprised of 60% of the Cohen & Steers Realty Majors and 40% of our four industrial real estate peers, including two companies that are not part of the Cohen & Steers Realty Majors, First Industrial and EastGroup Properties, Inc. The Company includes the additional non-Cohen & Steers Realty Majors industrial real estate companies because it believes that its performance goals for long-term equity incentive pay should be weighted more heavily towards its peers in the industrial real estate sector with similar business goals. In addition, the Compensation Committee considers each executive’s individual performance and may in its discretion modify such long-term equity incentive awards by reducing or increasing the final awards based on group and/or individual performance.

     The Compensation Committee has set the following measures to determine the value of the long-term equity incentive awards:

Performance Measure		Weighting
Exceed Target		Greater than 200 bps above the weighted three-year average TSR of the combined peer group
Target		Within 200 bps of the weighted three-year average TSR of the combined peer group
Below Target		Greater than 200 bps below the weighted three-year average TSR of the combined peer group

     2010 Performance. For the three-year period ended December 31, 2010, our peer group three-year weighted average total stockholder return was -10.93%. Our total stockholder return for such three-year period of -14.39% was 346 basis points below the peer group weighted average. Therefore our performance was considered to be below target as our total stockholder return was below the 200 bps range.

     The Compensation Committee evaluates the individual performance of the Chairman and CEO and determines his long-term equity award. The Chairman and CEO does not participate in or influence the decisions of the Compensation Committee with respect to the Chairman and CEO’s long-term equity award. Based on recommendations by the Chairman and CEO, the Compensation Committee determines the value of the long-term equity awards of the other executive officers. At the direction of the Compensation Committee, Towers Watson reviews the value of the long-term equity awards for the Chairman and CEO and other executive officers to ensure compliance with the philosophy of the executive compensation program.

     Members of executive management receiving a long-term equity incentive award may choose to receive stock options, restricted stock or a combination of both with the restriction that no more than 40% of the award is in the form of stock options. All shares of restricted stock granted with respect to the long-term equity incentive program generally vest over a period of four or five years, at a rate of one-fourth or one-fifth of such grant, respectively, on February 1st of each year, thereby encouraging the retention of our executives. Stock options awarded under the long-term equity incentive program are granted with an exercise price set at the fair market value of our common stock on the date of the grant and generally vest over a period of three years, at a rate of one-third of such grant, on

February 1st and each option has a term of ten years, thereby encouraging the retention of our executives. Please see the discussion under “Stock Option Grant Timing Practices” below for a discussion regarding the grant date of such awards.

     Stock option grants will only be of value to our executives if our stock price increases over time. The Compensation Committee uses the Black-Scholes model to calculate the number of underlying shares of stock in a stock option grant that an individual would receive under either the annual bonus and/or long-term equity incentive program.

     2010 Chairman and Chief Executive Officer and Other Named Executive Officers’ Compensation

     Our Named Executive Officers for 2010 are Mr. Moghadam, our Chairman and CEO, Mr. Olinger, our Chief Financial Officer, and Messrs. Jaquier and Reilly. Our Named Executive Officers’ compensation for 2010 was determined using the framework discussed under “General Overview of AMB Pay Practices” and “Executive Compensation Program” above. Specifically, to determine the executives’ annual bonuses, the Compensation Committee evaluated their performance measured against our 2010 business plan, their achievement of individual pre-established goals, as well as achievements resulting from unanticipated business activities during the year, and relative pay versus that of our peer companies’ similarly held positions.

     In making the award determinations the Compensation Committee considered the following achievements for each executive:

•		Hamid Moghadam, Chairman and CEO: Led the team that made excellent progress on our 2010 key priorities including the following: increased occupancy in our core operating portfolio to 93.7%; leasing a record 37.7 million square feet; deploying more than $832 million into a profitable mix of acquisitions, fund investments and developments; introducing new investment vehicles, including a $433.8 million co-investment venture in Brazil and launching a $315.3 million co-investment venture for Mexican pension plans; raising a record $780 million in private capital; directing critical business development initiatives and continuing to develop our global talent.
•		Tom Olinger, Chief Financial Officer: Completed approximately $4 billion in capital markets transactions, thereby extending the weighted average remaining maturity of the company’s share of debt to 4.8 years at an average interest rate of 4.6% and smoothed our debt maturity exposure in future years; made excellent progress on our business process optimization initiatives to overhaul our operating and internal reporting systems; and successfully outsourced our property accounting function.
•		Guy Jaquier, President, Private Capital and Europe and Asia: In collaboration with other senior leaders raised over $780 million in private capital; established two new co-investment funds in Mexico and Brazil; continued the integration of private capital activities into our business; and produced full year average occupancy of 91.8% for Asia and 93.6% for Europe.
•		Gene Reilly, President, The Americas: Led the team to produce year-end occupancy at 93.2% continuing to significantly outperform the national markets by a record 730 basis points; completed acquisitions in excess of our original plan and $39.9 million in development starts; made significant contributions to private capital fund structuring, marketing and investor outreach efforts in Mexico, Brazil, U.S. and Canada; and continued to build the Brazil platform and team.

After assessing the overall performance of the company and then applying judgment, the Committee determined the final bonus and long-term incentive awards. The long-term incentive awards were adjusted upwards from the amounts the program would otherwise have awarded in order to reflect the Company’s outperformance in the industrial REIT sector for the year.

     We successfully executed and resolved the near-term priorities we identified in early 2010, which positioned us to take advantage of emerging opportunities in 2011. Based on these results the Named Executive Officers were awarded bonuses and long term incentive awards as detailed in the Total Remuneration table. The total compensation awarded to chief executive officers in the peer group has been higher than that for other executive officers in the peer group. As a result, Mr. Moghadam’s total compensation awarded is comparatively higher than the total compensation awarded to our other NEOs. Because the Company’s officers have the discretion to choose whether a portion of their bonus is paid in cash or equity in the form of restricted stock or options, with equity including a premium, as explained earlier, the total compensation for each NEO differs depending on their bonus elections. As described above, Mr. Olinger’s total compensation is slightly lower than that of Messrs. Moghadam, Jaquier and Reilly because his target compensation was initially set lower as a result of benchmarking comparisons with other similarly situated executives in the peer group, such as other CFOs.

     The Summary Compensation Table below details total annual compensation for each of our Named Executive Officers as required by applicable securities rules and regulations. The value of the stock option and restricted stock awards as reported in the Summary Compensation Table for each of 2010, 2009 and 2008 reflects the awards granted in each of those years for the prior year’s performance, but the reported value does not reflect the actual value earned by our Named Executive Officers for performance in those years. As such, the Summary Compensation Table does not report the total compensation earned by our Named Executive Officers for performance in 2010, 2009 and 2008.

2010 Annual Salary and Incentive Compensation

     The following chart provides a detailed description of the total salary and incentive compensation paid to our Named Executive Officers, which includes base salary, annual bonus and long-term equity incentive awards for performance in 2010. The compensation discussed in this Compensation Discussion and Analysis section differs from that disclosed in the Summary Compensation Table because:

(i)

We include, for 2010 performance:

	•		the total value of the bonus amount after any exchange into equity as part of our annual bonus exchange program on the grant date; and
	•		the total value of long-term equity incentive awards on the grant date.

(ii)

We do not include the value of equity awards actually granted in 2010 for 2009 performance.

										Total Salary
		Annual						Long-Term		and Incentive
Executive		Base Salary				Annual Bonus(5)		Incentive Value(5)		Compensation
Hamid R. Moghadam		$	675,000			After Bonus Exchange: $1,950,000		$2,050,000		$4,675,000
Chairman and Chief Executive Officer(1)						Actual: $1,300,000
Thomas S. Olinger		$	400,000			Actual: $530,000		$600,000		$1,530,000
Chief Financial Officer(2)
Guy F. Jaquier		$	425,000			Actual: $579,000		$1,200,000		$2,204,000
President, Capital Partners, Europe and Asia(3)
Eugene F. Reilly		$	425,000			Actual: $632,000		$1,200,000		$2,257,000
President, The Americas(4)

	•		Market price on date of grant;
	•		Exercise price — same as market price on date of grant;
	•		Assume average outstanding term of seven years (While stock options have a term of ten years, we assume a shorter term to reflect the historical forecasted average length of time that our executive officers hold the options until exercise);
	•		Risk-free rate, seven-year interpolated US Treasury;
	•		Volatility — AMB’s historical volatility since IPO; and
	•		Dividend rate — expected dividend rate over term of 5%.

     The Company cautions that the actual amount ultimately realized by a Named Executive Officer from the disclosed equity awards under both the bonus exchange and long-term equity incentive award columns may vary based on various factors, including stock price fluctuations, differences from the valuation assumptions used, the timing of exercise or applicable vesting and our operating performance.

     2010 Perquisites and Other Compensation

     Each executive officer is provided company-paid parking. Executive officers also are eligible to receive financial planning assistance. Each executive is required to pay 30% of the financial planning fee. AMB’s health care, insurance and other welfare programs are the same for all eligible employees. AMB has no outstanding loans to its executive officers, and since our initial public offering in 1997, has not made any loans to its executive officers. In addition, we will continue to comply with federal laws enacted in 2002 which prohibit the company from making any new loans to its executive officers.

     The table below provides a more detailed description of the value of each perquisite or other compensation component earned by each named executive officer in 2010.

		Perquisites												Other Compensation
														Dividends on												Tax Gross
														Unvested				401(k)								up on
		Financial												Restricted				Company				Life				Financial
Executive		Planning				Parking				Subtotal				Stock				Match				Insurance				Planning				Subtotal				Total
Hamid R. Moghadam		$	41,650			$	5,040			$	46,690			$	201,585			$	7,350			$	374			$	24,127			$	233,436			$	280,126
Thomas S. Olinger		$	9,015			$	2,160			$	11,175			$	57,237			$	7,350			$	374			$	5,222			$	70,183			$	81,358
Guy A. Jaquier		$	9,015			$	2,160			$	11,175			$	95,188			$	7,350			$	374			$	5,222			$	108,134			$	119,309
Eugene F. Reilly		$	2,255			$	3,480			$	5,735			$	122,688			$	7,350			$	374			$	1,049			$	131,461			$	137,196

     The company does not provide to any of its employees, including the Chairman and CEO and other executives, with any of the following: severance plans other than the change in control and non-competition agreements described herein, or supplemental retirement benefits other than our non-qualified deferred compensation plans.

2010 Total Remuneration

     The following chart shows the total remuneration for our Named Executive Officers awarded for 2010 performance, and details the amount awarded for the following components of remuneration: (i) Salary and incentive compensation; (ii) perquisites; and (iii) other compensation.

		Salary and
		Incentive								Other				Total
Executive		Compensation				Perquisites				Compensation				Remuneration
Hamid R. Moghadam		$	4,675,000			$	46,690			$	233,436			$	4,955,126
Thomas S. Olinger		$	1,530,000			$	11,175			$	70,183			$	1,611,358
Guy A. Jaquier		$	2,204,000			$	11,175			$	108,134			$	2,323,309
Eugene F. Reilly		$	2,257,000			$	5,735			$	131,461			$	2,394,196

Impact of Accounting and Tax Treatment

     In designing our executive compensation program, we consider the tax treatment of compensation paid to our executive officers, including bonuses and long-term equity incentive awards, while also seeking to appropriately reward our executives for their performance. Section 162(m) of the Internal Revenue Code limits the tax deduction for compensation paid to the chief executive officer and any of the three most highly compensated executive officers, other than the chief financial officer, employed by publicly held corporations at fiscal year-end to $1.0 million per year, subject to certain performance, disclosure and stockholder requirements. Grants of stock options and restricted stock under our Amended and Restated 2002 Stock Option and Incentive Plan are intended to qualify as performance based compensation, which is not subject to the Section 162(m) deduction limitation. The Compensation Committee presently intends that, so long as it is consistent with our overall compensation objectives, to the extent reasonable, all executive compensation will be deductible for federal income tax purposes and, for the year ended December 31, 2010, there were no exceptions. The Compensation Committee, however, may design programs that recognize a full range of performance criteria important to our success, even where compensation payable under such programs may not be deductible. Because we intend to qualify as a real estate investment trust under the Internal Revenue Code, we generally distribute at least 100% of our net taxable income each year and therefore do not pay U.S. federal income tax. As a result, and based on the level of cash compensation paid to our executive officers, the possible loss of a federal tax deduction would not be expected to have a material impact on us.

     In addition, we have also structured our executive compensation program with the intention that it is either exempt from or complies with Section 409A of the Internal Revenue Code, which may impose additional taxes on our executive officers for certain compensatory arrangements that provide for the payment of deferred compensation which is not either exempt from or in compliance with Section 409A.

     Accounting considerations also play a role in the design of our executive compensation program, in particular, Financial Accounting Standards Board’s Accounting Standard Codification (ASC) Topic 718, Stock Compensation, or ASC Topic 718. Currently, we expense our base salary in the year it is earned. We also expense our annual bonus cash compensation in the year it is earned. In accordance with ASC Topic 718, we expense our stock option and restricted stock grants awarded as part of our annual bonus exchange program and long-term equity incentive program over the vesting period of such grants.

Stock Option Grant Timing Practices

     We award grants of stock options, restricted stock or deferred stock to certain employees at various times, including when an employee begins employment; when an employee is promoted to the officer level; when an officer exchanges his/her annual cash bonus into equity; and as an award under the long-term equity incentive program. The majority of our equity awards in any year are made in conjunction with our annual bonuses, generally, sometime in February or March. Awards with respect to new employees and promotions are generally made each Friday after the close of the market. New executive grants are approved by the Compensation Committee and made on the first day of employment. Our fiscal year earnings results are generally announced at the end of January, and we do not time the February or March Compensation Committee meeting to coincide with the announcement of any other material non-public information. All stock option awards have an exercise price equal to the closing sales price of our common stock on the date of grant.

     Prior to calendar year end, as part of our annual bonus exchange program, our executives and certain other officers elect whether to receive a portion of their current year bonus in stock option grants or restricted stock grants to be awarded in February or March of the following year. Stock options awarded as a result of the executives’ or officers’ participation in the annual bonus exchange program or under the long-term equity incentive program are approved and granted by the Compensation Committee on the day the Compensation Committee meets in February or March, and accordingly the exercise price of those stock options is the closing sales price of our common stock on that day. The vesting date of each yearly non-vested installment of these awards is February 1 of each succeeding year during the vesting period, and not the annual anniversary of the grant date of the awards. Annual long-term equity grants are also awarded to non-officer employees at the same meeting. These stock option grant timing practices are applied consistently to executive officers and our other employees.

Stock Ownership Guidelines

     Because the Board of Directors of the company believes strongly in linking the interests of our non-employee directors, senior officers and stockholders, the Board has established stock ownership guidelines for our non-employee directors and senior officers. The ownership guidelines specify a number of shares and/or partnership units that AMB’s non-employee directors and U.S.-based senior officers (Senior Vice Presidents and above) must accumulate and hold, which may include the value attributed to unvested shares of restricted stock. Non-employee directors are expected to own or acquire, by the later of September 2007 or three years after first becoming a director, shares having a market value of at least $175,000. Senior officers are expected to own or acquire a certain amount of shares or limited partnership units of AMB Property, L.P. by the later of September 2010 or five years after the officer’s appointment to a senior position. The specific share and unit requirements for senior officers are based on the equity market value of a multiple of annual base salary, with the higher multiples applying to executive officers having the highest levels of responsibility. Our Chairman and CEO is expected to hold shares and/or units worth at least five times his base salary; other executive officers are expected to hold shares and/or units worth at least three times their base salary; and our senior vice presidents are expected to hold shares and/or units worth at least one time their base salary. Compliance with the guidelines is monitored by our human resources department.

Summary

     We believe the compensation programs for our executive officers are reasonable and are competitive with compensation programs provided to similarly situated officers at our peer companies. We believe the annual bonus and equity incentive payments made to the executive officers named in the Summary Compensation Table in respect of the year 2010 are appropriate and commensurate with our 2010 financial and strategic performance and their individual achievements during the year. We believe the long-term equity incentive opportunities provided to our executive officers, in the form of stock options and restricted stock, are also appropriate and are awarded in a manner consistent with our philosophy of aligning our executives’ interests with that of our stockholders for long-term value and growth.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table sets forth the annual base salary, bonus, long-term equity incentive awards and other compensation earned by or granted with respect to our Named Executive Officers during 2010, 2009 and 2008.

																						All Other
						Salary				Bonus				Stock Awards				Option Awards				Compensation				Total
Name and Principal Position		Year				($)				($)(1)				($)(2)(3)(4)				($)(2)(5)(6)				($)(4)				($)
Hamid R. Moghadam			2010				675,000				1,300,000	(7)			1,728,713	(7)			2,528,628	(7)			280,126	(8)			6,512,467
Chairman and Chief Executive			2009				613,250				1,200,000	(7)			854,538	(7)			1,230,505	(7)			224,953	(8)			4,123,246
Officer			2008				657,750				570,000	(7)			4,984,930	(7)			—				474,238	(8)			6,686,918
Thomas S. Olinger			2010				400,000				530,000	(9)			739,498	(9)			130,660	(9)			81,358	(8)			1,881,516
Chief Financial Officer			2009				368,250				383,000	(9)			269,987	(9)			181,158	(9)			52,454	(8)			1,254,849
			2008				378,000				325,000	(9)			767,434	(9)			189,126	(9)			67,293	(8)			1,726,853
Guy F. Jaquier			2010				425,000				579,000	(10)			959,990	(10)			640,791	(10)			119,309	(8)			2,724,090
President, Private Capital, Europe &			2009				390,250				486,000	(10)			474,989	(10)			670,092	(10)			84,469	(8)			2,105,800
Asia			2008				440,500				400,000	(10)			1,666,714	(10)			349,430	(10)			149,616	(8)			3,006,260
Eugene F. Reilly			2010				425,000				632,000	(11)			1,599,991	(11)			—	(11)			137,196	(8)			2,794,187
President, The Americas			2009				390,250				530,000	(11)			474,989	(11)			670,092	(11)			84,924	(8)			2,150,255
			2008				440,500				400,000	(11)			1,747,461	(11)			—				127,708	(8)			2,715,669

										Shares of Unvested
						Aggregate Dividends				Restricted Stock
						Paid on				Held at
		Fiscal				Unvested				December 31,
Executive		Year				Restricted Stock ($)				2010 (#)
Hamid R. Moghadam			2010				201,585				180,647
			2009				149,526
			2008				410,136
Thomas S. Olinger			2010				57,238				56,758
			2009				28,683
			2008				42,033
Guy F. Jaquier			2010				95,188				89,233
			2009				60,698
			2008				127,015
Eugene F. Reilly			2010				122,688				121,400
			2009				62,137
			2008				116,817

The fair value of option grant expense reported in the Summary Compensation Table was estimated using the Black-Scholes option pricing model with the following assumptions used for grants made in 2010, 2009 and 2008:

		Dividend		Expected		Risk-free
Grant Year		Yield		Volatility		Interest Rates		Expected Life
2010		5.1%		41.6%		2.6%		6 years
2009		7.0%		42.2%		2.2%		7 years
2008		4.1%		28.7%		2.8%		5 years

		See Part IV, Item 15: Note 12 of the “Notes to Consolidated Financial Statements” in our annual report filed on Form 10-K for the year ended December 31, 2008, Part IV, Item 15: Note 16 of the “Notes to Consolidated Financial Statements” in our annual report filed on Form 10-K for the year ended December 31, 2009, and Part IV, Item 15: Note 15 of the “Notes to Consolidated Financial Statements” in our annual report filed on Form 10-K for the year ended December 31, 2010 for more detailed information regarding these assumptions.
(6)		Based on 2008 to 2010 performance, certain Named Executive Officers received options to purchase shares of our common stock on February 10, 2009, February 11, 2010 and February 2, 2011 either as part of our annual bonus exchange program or our long-term equity incentive award program. All long-term incentive award options become exercisable in three annual installments; a portion of bonus exchange options representing 100% of the base bonus amount vest immediately or within a year; and bonus exchange options representing 50% of the base bonus amount vest in three annual installments. All such options have a term of not more than 10 years. All option exercise prices are equal to the fair market value of our common stock on the date of grant.
(7)		For performance in 2010, Mr. Moghadam was awarded a bonus of $1,300,000. In lieu of receiving his 2010 bonus in cash, Mr. Moghadam received a grant of 167,525 options to purchase shares of our common stock, which vests within one year, and 83,762 options to purchase shares of our common stock, which vests over three years. In addition, Mr. Moghadam received a performance grant of 37,329 restricted shares of our common stock which vests over four years, and a performance option to purchase up to 105,670 shares of our common stock, which vests over three years.
		For performance in 2009, Mr. Moghadam was awarded a bonus of $1,200,000. In lieu of receiving his 2009 bonus in cash, Mr. Moghadam received a grant of 10,331 restricted shares of our common stock, which vests over three years, a grant of 180,000 options to purchase shares of our common stock, which vests within one year, and 90,000 options to purchase shares of our common stock, which vests over three years. In addition, Mr. Moghadam received a performance grant of 67,750 restricted shares of our common stock which vests over four years, and a performance option to purchase up to 176,991 shares of our common stock, which vests over three years.
		For performance in 2008, Mr. Moghadam was awarded a bonus of $570,000. In lieu of receiving his 2008 bonus entirely in cash, Mr. Moghadam received $170,359 in cash, a grant of 6,567 restricted shares of our common stock, which vests over three years, a grant of 100,000 options to purchase shares of our common stock, which vested immediately, and 50,000 options to purchase shares of our common stock, which vests over three years. In addition, Mr. Moghadam received a performance grant of 47,100 restricted shares of our common stock which vests over four years, and a performance option to purchase up to 237,341 shares of our common stock, which vests over three years.
(8)		The Named Executive Officers received reimbursements during each fiscal year for parking, financial planning services, life insurance premiums and the payment of taxes with respect to financial planning services, which is reflected in this column, as follows:

						Financial
		Fiscal Year				Planning								Tax Gross-				Life Insurance				401(k)
Executive		Earned				Services ($)				Parking ($)				Up ($)				Premium ($)				Match ($)
Hamid R. Moghadam			2010				41,650				5,040				24,127				374				7,350
			2009				39,550				5,040				22,911				576				7,350
			2008				37,500				5,160				20,866				576				—
Thomas S. Olinger			2010				9,015				2,160				5,222				374				7,350
			2009				8,665				2,160				5,020				576				7,350
			2008				8,111				5,160				4,513				576				6,900
Guy F. Jaquier			2010				9,015				2,160				5,222				374				7,350
			2009				8,665				2,160				5,020				576				7,350
			2008				8,330				2,160				4,635				576				6,900
Eugene F. Reilly			2010				2,255				3,480				1,049				374				7,350
			2009				8,330				3,480				3,051				576				7,350
			2008				—				3,415				—				576				6,900

In addition, dividends paid on unvested restricted stock for each Named Executive Officer paid in 2010, 2009 and 2008 are

		reflected in this column. See footnote (4) above for details on individual amounts paid. The spouses of certain of the Named Executive Officers accompanied such executive officers to certain business functions and events during the year; however, travel expenses for the spouses were not paid by the company except for miscellaneous incidental expenses. The incremental cost to the company for the costs of such incidental expenses was less than $10,000 per each executive officer; therefore, such amounts are not reflected in this column.
(9)		For performance in 2010, Mr. Olinger was awarded a bonus of $530,000. In addition, Mr. Olinger received a performance grant of 18,209 restricted shares of our common stock which vests over four years.
		For performance in 2009, Mr. Olinger was awarded a bonus of $383,000. In addition, Mr. Olinger received a performance grant of 33,401 restricted shares of our common stock which vests over four years, and a performance option to purchase up to 23,097 shares of our common stock, which vests over three years.
		For performance in 2008, Mr. Olinger was awarded a bonus of $325,000. In addition, Mr. Olinger received a performance grant of 16,959 restricted shares of our common stock which vests over four years, and a performance option to purchase up to 56,603 shares of our common stock, which vests over three years.
(10)		For performance in 2010, Mr. Jaquier was awarded a bonus of $579,000. In addition, Mr. Jaquier received a performance grant of 29,135 restricted shares of our common stock, which vests over four years, and a performance option to purchase up to 30,927 shares of our common stock, which vests over three years.
		For performance in 2009, Mr. Jaquier was awarded a bonus of $486,000. In addition, Mr. Jaquier received a performance grant of 43,360 restricted shares of our common stock, which vests over four years, and a performance option to purchase up to 113,274 shares of our common stock, which vests over three years.
		For performance in 2008, Mr. Jaquier was awarded a bonus of $400,000. In lieu of receiving his 2008 bonus entirely in cash, Mr. Jaquier received $272,800 in cash and a grant of options to purchase 40,000 shares of our common stock, which vested immediately and a grant of options to purchase 20,000 shares of our common stock, which vest over three years. In addition, Mr. Jaquier received a performance grant of 29,836 restricted shares of our common stock, which vests over four years, and a performance option to purchase up to 149,371 shares of our common stock, which vests over three years.
(11)		For performance in 2010, Mr. Reilly was awarded a bonus of $632,000. In addition, Mr. Reilly received a performance grant of 36,418 restricted shares of our common stock, which vests over four years.
		For performance in 2009, Mr. Reilly was awarded a bonus of $530,000. In addition, Mr. Reilly received a performance grant of 72,267 restricted shares of our common stock, which vests over four years.
		For performance in 2008, Mr. Reilly was awarded a bonus of $400,000. In lieu of receiving his 2008 bonus in cash, Mr. Reilly received $272,800 in cash and a grant of options to purchase 40,000 shares of our common stock, which vested immediately, and a grant of options to purchase 20,000 shares of our common stock, which vest over three years. In addition, Mr. Reilly received a performance grant of 29,836 restricted shares of our common stock, which vests over four years, and a performance option to purchase up to 149,371 shares of our common stock, which vests over three years.

Grants of Plan-Based Awards

     The following table shows certain information relating to restricted shares of common stock and options to purchase shares of our common stock granted to the Named Executive Officers in 2010 under our Amended and Restated 2002 Stock Option and Incentive Plan.

     All such 2010 grants were made in connection with performance in 2009. For information on 2011 grants made in connection with performance in 2010, please see the Summary Compensation Table.

										All Other
										Option
										Awards:
						All Other Stock				Number of								Grant Date Fair
						Awards: Number of				Securities				Exercise or Base				Value of Stock
						Shares of Stock or				Underlying				Price of Option				and Option
Name		Grant Date				Units (#)				Options (#)				Awards ($/Sh)				Awards (#)(5)
Hamid R. Moghadam			2/11/2010				—				176,991	(3)			22.14				1,001,238
			2/11/2010				—				180,000	(4)			22.14				1,018,260
			2/11/2010				—				90,000	(3)			22.14				509,130
			2/11/2010				10,331	(2)			—				22.14				228,728
			2/11/2010				67,750	(1)			—				22.14				1,499,985
Thomas S. Olinger			2/11/2010				—				23,097	(3)			22.14				130,660
			2/11/2010				33,401	(1)			—				22.14				739,498
Guy F. Jaquier			2/11/2010				—				113,274	(3)			22.14				640,791
			2/11/2010				43,360	(1)			—				22.14				959,990
Eugene F. Reilly			2/11/2010				72,267	(1)			—				22.14				1,599,991

Outstanding Equity Awards at Fiscal Year-End

     The following table sets forth certain information concerning exercised and unexercised options held by the Named Executive Officers at December 31, 2010.

						Option Awards																				Stock Awards
																																						Equity
																																						Incentive
																																		Equity				Plan
																																		Incentive				Awards:
														Equity																				Plan				Market or
														Incentive																				Awards:				Payout
														Plan																Market				Number of				Value of
														Awards:																Value of				Unearned				Unearned
						Number of				Number of				Number of												Number of				Shares or				Shares,				Shares,
						Securities				Securities				Securities												Shares or				Units of				Units or				Units or
						Underlying				Underlying				Underlying												Units of				Stock That				Other				Other
						Unexercised				Unexercised				Unexercised				Option				Option				Stock that				Have Not				Rights That				Rights That
		Grant				Options (#)				Options (#)				Unearned				Exercise				Expiration				Have Not				Vested				Have Not				Have Not
		Date				Exercisable				Unexercisable				Options (#)				Price ($)				Date				Vested (#)				($)(1)				Vested (#)				Vested ($)
Hamid R. Moghadam			05/22/01				152,672	(2)											24.69				05/22/11
			02/26/02				83,805	(3)											26.29				02/26/12
			02/26/02				41,903	(2)											26.29				02/26/12
			02/26/02				228,902	(2)											26.29				02/26/12
			02/13/03				296,296	(3)											27.12				02/13/13
			02/13/03				103,704	(2)											27.12				02/13/13
			02/13/03				285,490	(2)											27.12				02/13/13
			01/27/04				152,912	(2)											35.26				01/27/14
			01/27/04				120,131	(3)											35.26				01/27/14
			01/27/04				42,045	(2)											35.26				01/27/14
			02/07/05				142,718	(2)											38.56				02/07/15
			02/10/09				79,114	(6)			158,227								15.92				02/10/19
			02/10/09				100,000	(3)											15.92				02/10/19
			02/10/09				16,667	(6)			33,333								15.92				02/10/19
			02/11/10				—				176,991	(6)							22.41				02/11/20
			02/11/10				—				90,000	(6)							22.41				02/11/20
			02/11/10				135,000	(9)			45,000								22.41				02/11/20
			02/06/06																								12,326	(4)			390,857
			02/15/07																								12,464	(7)			395,233
			02/21/08																								8,408	(5)			266,618
			02/21/08																								30,096	(8)			954,344
			02/10/09																								3,940	(8)			124,937
			02/10/09																								35,332	(8)			1,120,378
			02/11/10																								67,750	(8)			2,148,353
			02/11/10																								10,331	(9)			327,596
Totals							1,981,359				503,551				—												180,647				5,728,316				—				—

						Option Awards																				Stock Awards
																																						Equity
																																						Incentive
																																		Equity				Plan
																																		Incentive				Awards:
														Equity																				Plan				Market or
														Incentive																				Awards:				Payout
														Plan																Market				Number of				Value of
														Awards:																Value of				Unearned				Unearned
						Number of				Number of				Number of												Number of				Shares or				Shares,				Shares,
						Securities				Securities				Securities												Shares or				Units of				Units or				Units or
						Underlying				Underlying				Underlying												Units of				Stock That				Other				Other
						Unexercised				Unexercised				Unexercised				Option				Option				Stock that				Have Not				Rights That				Rights That
		Grant				Options (#)				Options (#)				Unearned				Exercise				Expiration				Have Not				Vested				Have Not				Have Not
		Date				Exercisable				Unexercisable				Options (#)				Price ($)				Date				Vested (#)				($)(1)				Vested (#)				Vested ($)
Thomas S. Olinger			02/21/08				13,950	(6)			6,975								48.76				02/21/18												—				—
			02/10/09				18,868	(6)			37,735								15.92				02/10/19
			02/11/10				—				23,097	(6)							22.41				02/11/20
			03/01/07																								4,000	(7)			126,840
			02/21/08																								820	(5)			26,002
			02/21/08																								5,818	(8)			184,489
			02/10/09																								12,719	(8)			403,319
			02/11/10																								33,401	(8)			1,059,146
Totals							32,818				67,807																56,758				1,799,796				—				—
Guy F. Jaquier			02/26/02				79,480	(2)											26.29				02/26/12
			02/13/03				10,739	(3)											27.12				02/13/13
			02/13/03				3,758	(2)											27.12				02/13/13
			02/13/03				107,843	(2)											27.12				02/13/13
			01/27/04				58,252	(2)											35.26				01/27/14
			01/27/04				15,777	(3)											35.26				01/27/14
			01/27/04				5,521	(2)											35.26				01/27/14
			02/07/05				75,242	(2)											38.56				02/07/15
			02/06/06				36,809	(2)											51.92				02/06/16
			02/15/07				14,705	(6)											64.18				02/15/17
			02/21/08				25,774	(6)			12,887								48.76				02/15/18
			02/10/09				40,000	(3)											15.92				02/10/19
			02/10/09				6,667	(6)			13,333								15.92				02/10/19
			02/10/09				49,791	(6)			99,580								15.92				02/10/09
			02/11/10								113,274	(6)							22.14				02/11/20
			02/06/06																								3,697	(4)			117,232
			02/15/07																								4,362	(7)			138,319
			02/21/08																								14,335	(8)			454,563
			02/21/08																								1,102	(5)			34,944
			02/10/09																								22,377	(8)			709,575
			02/11/10																								43,360	(8)			1,374,946
Totals							530,358				239,074				—												89,233				2,829,579				—				—
Eugene F. Reilly			01/27/04				8,737	(2)											35.26				01/27/14
			02/10/09				49,791	(6)			99,580								15.92				02/10/19
			02/10/09				40,000	(3)											15.92				02/10/19
			02/10/09				6,667	(6)			13,333								15.92				02/10/19
			02/06/06																								3,697	(4)			117,232
			02/15/07																								5,141	(7)			163,021
			02/21/08																								17,918	(8)			568,180
			02/10/09																								22,377	(8)			709,575
			02/11/10																								72,267	(8)			2,291,587
Totals							105,195				112,913				—												121,400				3,849,595				—				—