EQUITY RESIDENTIAL (EQR)

10.1       Amendment

EQR shall have the right to amend the Plan from time to time, subject to Section 10.3 and 10.4, by an instrument in writing which has been executed on its behalf by a duly authorized officer.

10.1        Amendment

EQR shall have the right to amend the Plan from time to time, subject to Section 10.3, by an instrument in writing which has been executed on its behalf by a duly authorized officer.  Notwithstanding the foregoing, no amendment shall cause the Plan to be subject to Code Section 409A.

AMENDMENT

SECTION 9.1                                                                         By Shareholders.

(a)                                  Except as provided in Section 9.2 and subsection (b) hereof, this Declaration of Trust may be amended only by the affirmative vote of the holders of not less than two-thirds of all the Shares then outstanding and entitled to vote on the matter.

(b)                                 Notwithstanding the provisions of Section 9.1(a) hereof and subject to the provisions of any class or series of Shares then outstanding, this Declaration of Trust may be amended pursuant to the terms of Articles of Merger accepted for record by the SDAT relating to a merger of any entity or entities with the Trust, provided that such merger shall have been approved by the affirmative vote of not less than a majority of the Shares then outstanding and entitled to vote thereon.

SECTION 9.2                                                                         By Trustees.  The Trustees, by a two-thirds vote, may amend provisions of this Declaration of Trust from time to time to enable the Trust to qualify as a real estate investment trust under the Code or Under Title 8.