EQUITY RESIDENTIAL (EQR)

INTRODUCTION

EQR initially adopted the Plan to provide a means by which certain employees could elect to defer receipt of portions of their Compensation and to provide opportunities for such individuals to save for retirement. This Plan shall apply to amounts which were not earned and vested as of December 31, 2004 and are therefore subject to Code Section 409A. Amounts which are earned and vested as of December 31, 2004 shall remain subject to the terms of a separate plan, the Equity Residential Grandfathered Supplemental Executive Retirement Plan. The provisions of this Amended and Restated Plan are effective November 1, 2008, except the provision with respect to Share Units which are effective January 1, 2009.

Except with respect to the participation of trustees, it is intended that the Plan be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and that the Plan be interpreted and administered consistent with that intent. The Plan is also intended to comply in all respects with Code Section 409A and it is intended that the Plan be interpreted consistent with that intent.

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Notwithstanding anything in this Plan to the contrary, EQR may permit a Participant to take an action prior to December 31, 2008 that violates the provision of this Plan so long as such action is either: (i) permitted under the transitional rules contained in Treasury Regulations and other guidance issued pursuant to Code Section 409A, or (ii) is otherwise consistent with a reasonable good faith interpretation of Code Section 409A.