EQUITY RESIDENTIAL (EQR)

PAYMENTS

(a) Subject to the limitations of this Article 7, a Participant may specify on the Participant’s initial Enrollment Form the distribution date at which the Participant’s Account will be paid or commence to be paid to the Participant. Such commencement date may be the Participant’s Separation from Service or any January 1 following the Participants Separation from Service.

(b) The Participant’s election under this Section 7.1 may provide for payments to be made in the form of:

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All distributions must be completed within ten (10) years of the Participant’s Separation from Service. To the extent than an Unrestricted Share is awarded or a Restricted Share or a Share Appreciation Right vests after a Participant’s Separation from Service, the Participant shall receive the portion of the Participant’s Account attributable to such Unrestricted Share, Restricted Share or Share Appreciation Right on the later of the date such amount would otherwise be paid or the date such Unrestricted Share is awarded or Restricted Share or Share Appreciation Right vests.

(c) A Participant may change a date and/or form elected for distribution pursuant to paragraphs (a) and (b); provided that (i) the change is filed with the Plan Administrator at least one year before the date on which the previously elected distribution date occurs; (ii) the new distribution date and/or form does not take effect for a year after the new election is made; and (iii) the first distribution under the new election occurs no earlier than 5 years after the date on which the distribution would otherwise have occurred.

(d) Except as provided in Sections 7.2, 7.3 and 7.4, payments from a Participant’s Account shall be made in accordance with the Participant’s elections under this Section 7.1. If no election is made by a Participant with respect to all or a part of a Participant’s

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Deferrals, or an election is invalid, distribution shall be made in a single lump sum upon the termination of the Participant’s employment.

(e) Payments from a Participant’s Account shall be in cash or in kind (comprising assets of the Funding Trust), as determined by the Funding Trustee. The Funding Trustee may (but is not required to) consider the Employer’s or a Participant’s preferences when determining the form in which payment is made from the Participant’s Account.

(f) Notwithstanding any provision of this Plan to the contrary, no payments to a Specified Employee shall be made during the 6 months after such Specified Employee’s Separation from Service unless the Separation from service is due to death. Any payments deferred pursuant to this Section 7.1(f) shall be paid immediately following the end of such 6 month period

(g) Notwithstanding any provision in this Plan to the contrary, if the Participant’s Account is less than the applicable dollar amount under Code Section 402(g) at the time of the Participant’s Separation from Service, the Participant shall receive the value of his Account in the form of a lump sum distribution.

(h) All Participants will be provided with a one time opportunity, pursuant to the transitional rules issued by the IRS pursuant to Code Section 409A, to change the form and timing of the distribution of their Accounts, including the opportunity to receive a lump sum distribution of all or a part of their deferrals through December 31, 2008, prior to December 31, 2008 without satisfying the requirements of Section 7.1(c).

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Upon a Participant’s Separation from Service for any reason other than death, the vested portion of the Participant’s Account shall be paid to the Participant according to the Participant’s distribution election.

(a) If a Participant dies prior to the complete distribution of his or her Account, the vested portion of the Participant’s Account shall be paid to the Participant’s designated beneficiary or beneficiaries, according to the Participant’s distribution election.

(b) A Participant may designate a beneficiary by notifying the Plan Administrator in writing, at any time before Participant’s death, on a form prescribed by the Plan Administrator for that purpose. A Participant may revoke any beneficiary designation or designate a new beneficiary at any time without the consent of a beneficiary or any other person. If no beneficiary is designated or no designated beneficiary survives the Participant, payment shall be made to the Participant’s surviving spouse, or, if none, to the Participant’s issue per stirpes, in a single payment. If no spouse or issue survives the Participant, payment shall be made in a single lump sum to the Participant’s estate.

If a Participant experiences an Unforeseeable Emergency, the Plan Administrator, in its sole discretion, may pay to the Participant only that portion, if any, of the vested portion of such Participant’s Account which the Plan Administrator determines is necessary to satisfy the emergency need, including any amounts necessary to pay any federal, state or local income taxes

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reasonably anticipated to result from the distribution. A Participant requesting an emergency payment shall apply for the payment in writing using a form prescribed by the Plan Administrator for that purpose and shall provide such additional information as the Plan Administrator may require. A Participant receiving a withdrawal under this Section 7.4 shall be suspended from making Elective Deferrals under the Plan for the balance of the Plan Year of the withdrawal and for the next following Plan Year.

Income taxes and other taxes payable with respect to an Account shall be deducted from such Account. All federal, state or local taxes that the Plan Administrator determines are required to be withheld from any payments made pursuant to this Article 7 shall be withheld.