EQUITY RESIDENTIAL (EQR)

ACCOUNTS

The Plan Administrator shall establish an Account for each Participant reflecting Elective Deferrals and Share Deferrals credited to the Participant’s benefit together with any adjustments for income, gain or loss and any payments from the Account. Elective Deferrals will be credited to the Account of each applicable Participant as of the later of the date they are received by the Funding Trustee or the date the Funding Trustee receives from the Plan Administrator such instructions as the Funding Trustee may reasonably require to allocate the amount received

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among the investments maintained by the Funding Trustee. Share Units attributable to Share Deferrals will be credited to the Account of the Participant on the date of an award of an Unrestricted Share, on the date a Restricted Share becomes an Unrestricted Share and on the date the Share Appreciation Rights are exercised. As soon as practicable following the last business day of each calendar quarter, the Plan Administrator (or its designee) shall provide the Participant with a statement of such Participant’s Account reflecting the income, gains and losses (realized and unrealized), amounts of deferrals and distributions with respect to such Account since the prior statement.

(a) The assets of the Funding Trust shall be invested in such investments, including Shares, as the Funding Trustee shall determine. The Funding Trustee may (but is not required to) consider the Employer’s or a Participant’s investment preferences when investing the assets attributable to a Participant’s Account.

(b) EQR may, at its discretion, provide the Funding Trustee with the opportunity to purchase Shares at a discounted price on behalf of one (1) or more Eligible Employees and/or Eligible Trustees, subject to conditions established by EQR (which may include the condition that any such Eligible Employee has surrendered other similar opportunities to purchase Shares). If the Employer provides such opportunity, it will either sell such common Shares directly to the Funding Trustee or make cash contributions as necessary to permit the Funding Trustee to buy such Shares on the open market or from other sources. The Plan Administrator may impose restrictions on the purchase of Shares in accordance with the Securities Act of 1933, the Securities Exchange Act of 1934 or any other applicable law. Shares may be

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purchased at a discounted price (or considered purchased at a discounted price) on a Participant’s request pursuant to this Section on a quarterly basis.

(c) Subject to paragraph (a) above, a Participant may request that the Funding Trustee hold mutual funds (load or no-load) in such Participant’s Account.

(d) Expense charges for transactions performed for each Participant’s Account shall be paid from each respective Account and will be listed on the quarterly statement for such Account. Other Plan charges and administrative expenses will be paid by the Employer.

(e) Notwithstanding anything in this Plan to the contrary, no Participant’s investments in Share Units shall be increased or decreased through the discretionary action of a Participant or the Funding Trustee during either:

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5.1          Accounts

The Plan Administrator shall establish an Account for each Participant reflecting Elective Deferrals and Share Deferrals credited to the Participant’s benefit together with any adjustments for income, gain or loss and any payments from the Account.  Elective Deferrals will be credited to the Account of each applicable Participant as of the later of the date they are received by the Funding Trustee or the date the Funding Trustee receives from the Plan Administrator such instructions as the Funding Trustee may reasonably require to allocate the amount received among the investments maintained by the Funding Trustee.  Share Deferrals will be credited to the Account of the Participant on the date of an award of an Unrestricted Share, on the date a

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5.1          Accounts

The Plan Administrator shall establish an Account for each Participant reflecting Elective Deferrals, Share Deferrals and Matching Deferrals (if applicable) made for the Participant’s benefit together with any adjustments for income, gain or loss and any payments from the Account.  Elective Deferrals, Share Deferrals and Matching Deferrals will be credited to the Account of each applicable Participant as of the later of the date they are received by the Funding Trustee or the date the Funding Trustee receives from the Plan Administrator such instructions as the Funding Trustee may reasonably require to allocate the amount received among the investments maintained by the Funding Trustee.  A Participant’s Account shall also include any Educational Account established pursuant to Section 5.2.  As soon as practicable following the last business day of each calendar quarter, the Plan Administrator (or its designee)

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