EQUITY RESIDENTIAL (EQR)

ELECTIVE AND SHARE DEFERRALS

(a) An individual who is an Eligible Employee or Eligible Trustee may elect to defer receipt of a whole percentage or whole dollar amount of up to 25% (or 100% in the case of an Eligible Trustee) of the Compensation (exclusive of any bonus) otherwise payable to him or her, on and after a subsequent Entry Date for the applicable Plan Year. In addition, subject to the provisions of subsection (b) (iii) below, an Eligible Employee may elect to defer up to 100% of any incentive pay Compensation payable during a Plan Year. For purposes of the foregoing, the Elective Deferral of each Eligible Employee will equal the greater of (i) the elected percentage of his or her Compensation or elected dollar amount, as the case may be; or (ii) the entire amount of his or her Compensation remaining after (A) all contributions that the Eligible Employee has elected to make under all other retirement and welfare benefit plans maintained by his or her Employer have been deducted from his or her Compensation, and (B) deductions from Compensation required by law, including Social Security and Medicare taxes. An Eligible Employee or Eligible Trustee who desires to elect such a deferral shall complete and file an Enrollment Form with the Plan Administrator.

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(b) Each Enrollment Form shall be effective as described in clauses (i) or (ii) below.

(c) Except as provided in Section 4.1(b)(ii), each Enrollment Form shall be effective for all Compensation to be paid to the Participant filing such Enrollment Form from and after the Entry Date to which such Enrollment Form applies. An election to defer salary or

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commissions also shall apply from and after subsequent Entry Dates unless changed as provided herein, or until such time (if any) that the Participant is suspended from the Plan, as provided under Section 3.4.

(a) An individual who is an Eligible Employee or Eligible Trustee and who has received (or is to receive) a Restricted Share or Share Appreciation Right or is to receive an Unrestricted Share may elect to defer (i) with respect to a Restricted Share, the ownership of the Share when it is an Unrestricted Share; (ii) with respect to an Unrestricted Share, the ownership of the Unrestricted Share; or (iii) with respect to a Share Appreciation Right, the ownership of the Shares or other proceeds of an exercise thereof. An Eligible Employee or Eligible Trustee who desires to elect a Share Deferral shall complete and file an Enrollment Form with the Plan Administrator.

(b) An election pursuant to paragraph (a) must be made prior to July 1 of the calendar year prior to the calendar year during which the Unrestricted Share, Restricted Share or Share Appreciation Right is granted. To the extent that an Unrestricted Share, Restricted Share or Share Appreciation Right continues to vest pursuant to the terms of the plan under which it was granted after a Participant’s Separation from Service, the Participant’s deferral elections shall continue to be effective with respect to such Unrestricted Share, Restricted Share or Share Appreciation Right.

(c) Notwithstanding the foregoing provisions of this Section 4.2, the Funding Trustee shall not hold on behalf of a Participant any Unrestricted Share, Restricted Share or Share Appreciation Right deferred by the Participant in accordance with paragraph (a) above. Instead,

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the Funding Trustee shall credit to the Participant’s Account an amount equal to (i) in the case of an Unrestricted Share or Restricted Share, the number of Share Units equal to the number of Shares that would otherwise be received by the Participant on the award of the Unrestricted Shares or the vesting of the Restricted Shares; and (ii) in the case of a Share Appreciation Right, the excess of the fair market value of the underlying Shares over the exercise or base price thereof on the date of exercise.

All Enrollment Forms filed pursuant to Article 4 shall be irrevocable (i) with respect to Elective Deferrals under Section 4.1, except as provided therein; and (ii) for Share Deferrals under Section 4.2, with respect to the Unrestricted Share, Restricted Share or Share Appreciation Right subject thereto. Notwithstanding the foregoing, if a Participant incurs an Unforeseeable Emergency, he or she revoke his or her Enrollment Form (but only to the extent reasonably needed to relieve the Unforeseeable Emergency) and only prospectively.