EQUITY RESIDENTIAL (EQR)

RECITALS

WHEREAS, the Company and the Executive entered into an Amended and Restated Change in Control/Severance Agreement dated as of November 15, 2001 (“Agreement”).

WHEREAS, the Agreement provides for the payment of benefits to the Executive upon the Executive’s termination of employment in certain circumstances following either a Change in Control of the Company or within three (3) years following the hiring of a new Chief Executive Officer.

WHEREAS, the parties desire to amend the Agreement to delete the provisions that provide for the payment of benefits upon the Executive’s termination of employment in certain circumstances within three (3) years following the hiring of a new Chief Executive Officer.

RECITALS

WHEREAS, the Board of Trustees of Equity Residential (the “Company”) adopted the Plan on February 21, 2002, which was approved by the shareholders of the Company at the 2002 Annual Meeting of Shareholders.

WHEREAS, the Company restated the Plan pursuant to a Restatement dated June 10, 2008, to provide for one consolidated Plan incorporating the terms and provisions of all prior amendments.

WHEREAS, the Company entered into the First Amendment to the Plan dated as of November 4, 2008.

WHEREAS, the Company is the sole general partner of ERP Operating Limited Partnership (“Operating Partnership”) and desires to amend the Plan to revise the definition of Shares to include awards of limited partnership interests in the Operating Partnership that are exchangeable for the Company’s common shares.

WHEREAS, the Company desires to amend the Plan to allow the Company to make appropriate adjustments to outstanding awards under the Plan in the event of any special distribution of assets to shareholders other than a normal cash dividend, so that the value of each such award after the dividend shall remain the same as before the dividend.

NOW THEREFORE, the Plan is amended as follows:

1.      The first sentence in subsection (b) of Paragraph 1 is deleted in its entirety and the following is substituted therefor:

“(b)    The Plan provides a means whereby such individuals may: (i) receive authorized common shares of beneficial interest of the Company and one or more classes of limited partnership interests (“OP Units”) in ERP Operating Limited Partnership (“Operating Partnership”) that are exchangeable for common shares of beneficial interest of the Company (collectively, “Shares”), subject to conditions and restrictions described herein and otherwise determined by the Committee (as defined below) (“Share Awards”); (ii) acquire Shares pursuant to grants of options to purchase such Shares (“Options”); (iii) acquire Share Appreciation Rights (“SARs”) in tandem with or independent of Options referred to in item (ii) above; or (iv) receive dividend equivalent rights with respect to Shares (“Dividend Equivalents”).”

2.      Paragraph 1 is amended by adding the following subsection (c):

“(c)    OP Units established pursuant to the Operating Partnership’s agreement of limited partnership, as amended from time to time, may be (i) convertible, exchangeable or redeemable for Shares or other limited partnership interests in the Operating Partnership (including OP Units of a different class or series), or at the option of the Company, for cash in an amount equal to the value of such Shares; and (ii) valued and revalued from time to time by reference to the book value, fair value or performance of the Operating Partnership upon the occurrence of a “book-up event” described in Treasury Regulation §1.704-1(b)(2)(iv)(f)(5). Awards of OP Units are intended to qualify at the time they are granted as “profits interests” within the meaning of IRS Revenue Procedure 93-27 with respect to a Grantee under the Plan who is or will be rendering services to or for the benefit of the Operating Partnership and its subsidiaries.”

3.      Share Awards.  Paragraph 5(b) of the Plan is deleted in its entirety and the following is substituted therefor:

“(b)    Rights of Grantee.  The Grantee of a Share Award of Shares shall be entitled to all of the rights of a shareholder with respect to the Shares subject to the Share Award including the right to vote such Shares and to receive dividends and other distributions payable with respect to such Shares from and after the Date of Grant; provided that any securities or other property (but not cash) received in any such distribution with respect to a Share Award of Shares that is still subject to the restrictions set forth above, shall be subject to all of the restrictions set forth herein with respect to such Share Award. Share Awards of OP Units are intended to qualify at the time they are granted as “profits interests” within the meaning of IRS Revenue Procedure 93-27 with respect to a Grantee under the Plan who is or will be rendering services to or for the benefit of the Operating Partnership and its subsidiaries.”

4.      Transferability.  Paragraph 11(a) of the Plan is deleted in its entirety and the following is substituted therefor:

“(a)    Share Awards.  The Shares and OP Units subject to Share Awards shall not be sold, assigned, pledged or otherwise transferred, voluntarily or involuntarily, by the Grantee, while they are subject to the restrictions described in paragraph 5(a).”

5.      Employment and Shareholder Status.  The second sentence of Paragraph 12 of the Plan is deleted in its entirety and the following is substituted therefor:

“Any Share Award granted under the Plan shall not confer upon the holder thereof any right as a shareholder of the Company prior to the issuance of Shares pursuant thereto.”

6.      Repurchase of Share Awards, SARS and Options.  Paragraph 15 of the Plan is deleted in its entirety and the following is substituted therefor:

“The Committee has the right to determine that it is in the best interests of the Company to repurchase any outstanding Options (whether vested or unvested), SARS (vested or unvested) and unvested Shares or OP Units subject to Share Awards for cash payable to the Grantee equal to the Fair Market Value of such Options, SARS, Shares and OP Units determined by the Committee in its good faith discretion. All outstanding Options, SARS and unvested Share Awards may be subject to repurchase in accordance with the terms of this paragraph 15.”

7.      Adjustments.  Paragraph 13 of the Plan is deleted in its entirety and the following is substituted therefor:

“Subject to the following provisions of this paragraph, in the event of any change in the outstanding Shares by reason of any share dividend, split, recapitalization, merger, consolidation, combination, exchange of shares or other similar corporate change, or in the event of any distribution or dividend to common shareholders other than a regular cash dividend, the Committee shall make such proportionate or equitable adjustments, if any, as it deems to be appropriate, to the aggregate number and kind of Shares reserved for issuance under the Plan or subject to Share Awards, Options, SARs or Dividend Equivalents outstanding or to be granted under the Plan, and to the terms of any outstanding Option, SAR or Dividend Equivalent, so that the total value of each such Award shall not be changed; provided that, (i) if, in connection with a transaction, Shares are changed into an ownership interest in the Company or another entity, which interest is registered under the Act, then each such Share shall be converted into an identical unit relating to such interest (it being the intent of the Company that, upon a merger, consolidation or reorganization involving the Company in which the Company’s Shares are exchanged or otherwise converted into publicly traded shares of the acquiring entity (or affiliates thereof)), all Share Awards, Options, SARs and Dividend Equivalents granted under this Plan shall be automatically converted into fully vested similar interests in the acquiring entity (or affiliates thereof); (ii) in no event shall the Option price for a Share be adjusted below the par value of such Share, and (iii) in no event shall any fraction of a Share be issued upon the exercise of an Option or SAR. Shares subject to a Share Award of Shares shall be treated in the same manner as other outstanding Shares; provided that any conditions and restrictions applicable to a Share Award shall continue to apply to any Shares, other security or other consideration received in connection with the foregoing.”

8.      Plan In Full Force And Effect.  After giving effect to this Second Amendment, the Plan remains in full force and effect.

IN WITNESS WHEREOF, this Second Amendment has been executed as of the date first written above.

RECITALS

WHEREAS, the Board of Trustees of Equity Residential (the “Company”) adopted the Plan on May 21, 1993.

WHEREAS, the Company amended and restated the Plan effective as of February 21, 2002.

WHEREAS, the Company entered into a First Amendment to the Plan dated as of June 10, 2003, a Second Amendment to the Plan dated as of October 1, 2006, a Third Amendment to the Plan dated as of March 15, 2007 and a Fourth Amendment to the Plan dated as of November 4, 2008.

WHEREAS, the Company desires to amend the Plan to allow the Company to make appropriate adjustments to outstanding awards under the Plan in the event of the any special distribution of assets to shareholders other than a normal cash dividend, so that the value of each such award after the dividend shall remain the same as before the dividend.

NOW THEREFORE, the Plan is amended as follows:

1.       Adjustments.  Paragraph 13 of the Plan is deleted in its entirety and the following is substituted therefor:

“Subject to the following provisions of this paragraph, in the event of any change in the outstanding Shares by reason of any share dividend, split, recapitalization, merger, consolidation, combination, exchange of shares or other similar corporate change, or in the event of any distribution or dividend to common shareholders other than a regular cash dividend, the Committee shall make such proportionate or equitable adjustments, if any, as it deems to be appropriate, to the aggregate number and kind of Shares reserved for issuance under the Plan or subject to Share Awards, Options, SARs or Dividend Equivalents outstanding or to be granted under the Plan, and to the terms of any outstanding Option, SAR or Dividend Equivalent, so that the total value of each such Award shall not be changed; provided that, (i) if, in connection with a transaction, Shares are changed into an ownership interest in the Company or another entity, which interest is registered under the Act, then each such Share shall be converted into an identical unit relating to such interest (it being the intent of the Company that, upon a merger, consolidation or reorganization involving the Company in which the Company’s Shares are exchanged or otherwise converted into publicly traded shares of the acquiring entity (or affiliates thereof)), all Share Awards, Options, SARs and Dividend Equivalents granted under this Plan shall be automatically converted into fully vested similar interests in the acquiring entity (or affiliates thereof); (ii) in no event shall the Option price for a Share be adjusted below the par value of such Share, and (iii) in no event shall any fraction of a Share be issued upon the exercise of an Option or SAR. Shares subject to a Share Award of Shares shall be treated in the same manner as other outstanding Shares; provided that any conditions and restrictions

applicable to a Share Award shall continue to apply to any Shares, other security or other consideration received in connection with the foregoing.”

2.       Plan In Full Force And Effect.  After giving effect to this Fifth Amendment, the Plan remains in full force and effect.

IN WITNESS WHEREOF, this Fifth Amendment has been executed as of the date first written above.

RECITALS

WHEREAS, the Board of Trustees of Equity Residential (the “Company”) adopted the Plan on May 21, 1993.

RECITALS

WHEREAS, the Board of Trustees of Equity Residential (the “Company”) adopted the Plan on May 21, 1993.

RECITALS

WHEREAS, the Board of Trustees of Equity Residential (the “Company”) adopted the Plan on February 21, 2002, which was approved by the shareholders of the Company at the 2002 Annual Meeting of Shareholders.

WHEREAS, the Company restated the Plan pursuant to a Restatement dated June 10, 2008, to provide for one consolidated Plan incorporating the terms and provisions of all prior amendments.

WHEREAS, the Company desires to amend the Plan to change the definition of retirement for employee and officer Grantees.

WHEREAS, for employees hired prior to January 1, 2009, retirement generally will mean the termination of employment, other than for Good Cause, on or after age 62; or prior to age 62 after meeting the requirements of the Rule of 70 (as hereinafter defined).

WHEREAS, for employees and officers hired on or after January 1, 2009, retirement generally will mean the termination of employment, other than for Good Cause, after meeting the requirements of the Rule of 70.

WHEREAS, the modifications to the Plan set forth in this First Amendment shall be effective as of January 1, 2009, and shall apply to any outstanding and future Share Awards, Options, SARs, Dividend Equivalents or other awards granted pursuant to the Plan to employees and officers of the Company.

NOW THEREFORE, the Plan is amended, effective as of January 1, 2009, as follows:

1. Share Awards. Paragraph 5 is amended by adding the following definition as paragraph 5(e):

(e) For purposes of this Plan, the “Rule of 70” is met when an employee or officer Grantee’s years of service with the Company or its Subsidiaries or predecessors (must be at least 15 years, based on 180 months of employment, not calendar years) plus his or her age (must be at least 55 years) on the date of termination equals or exceeds 70 years. In addition, the employee must give the Company at least 6 months’ advance written notice of his or her intention to retire and sign a release upon termination of employment, with ongoing non-competition and employee non-solicitation provisions, releasing the Company from customary claims (“Rule of 70 Release”).

2. Share Awards. Paragraph 5(a)(iii) is deleted in its entirety and the following is substituted therefor:

(iii) Notwithstanding the foregoing, the conditions and restrictions described in paragraph 5(a)(i) and (ii) that are contained in the terms of any Share Award shall immediately lapse and be of no effect, and the Share Awards subject to such conditions and restrictions shall fully vest (with any performance goals deemed to be met in full at the maximum amount possible unless otherwise provided by the specific terms of an award) in favor of the Grantee, in the event of (I) a “Change in Control” of the Company, or (II) the termination of a Grantee’s Service:

(A) because of the Grantee’s death;

(B) with respect to a Grantee who is an employee or officer in connection with his or her disability (as defined in Section 5(d)); or if such Grantee’s Service commenced prior to January 1, 2009, in connection with such Grantee’s termination of Service (other than if the termination occurs for Good Cause) at or after age 62; or

(C) with respect to a Grantee who is a member of the Board (excluding employee trustees) in connection with his or her retirement at or after age 72, the Board’s decision not to renominate him or her for re-election to the Board at any shareholders’ meeting at which Trustees are elected, or the failure to be re-elected to the Board at any such shareholders’ meeting, or the Trustee’s resignation from the Board by reason of either: (i) a material change in the Trustee’s employment or job responsibilities; or (ii) the Trustee’s disability.

If the Service of a Grantee terminates other than as described above (other than if the termination occurs for Good Cause), the Committee may determine that either: (i) the conditions and restrictions described in paragraph 5(a)(i) and (ii) that are contained in the terms of any Share Award shall immediately lapse and be of no effect, and in such event, the Share Awards subject to such conditions shall fully vest in favor of the Grantee; or (ii) the vesting of any Share Awards shall continue past the Grantee’s termination of Service per the original vesting schedule, subject to such conditions as the Committee shall determine. The Committee may make the determination described in the preceding sentence and communicate such determination in the Grantee’s award agreement or in any other manner.

Upon the termination of Service (other than for Good Cause) of either: (i) an employee or officer Grantee whose Service commenced prior to January 1, 2009 and whose termination occurred prior to age 62; or (ii) an employee or officer Grantee whose Service commenced on or after January 1, 2009; in each case after meeting the requirements of the Rule of 70, the Grantee’s Share Awards shall continue to vest per the original vesting schedule (subject to immediate and full vesting upon the occurrence of any of the circumstances described in paragraph 5(a)(iii)), provided the Grantee complies with the non-competition and employee non-solicitation provisions contained in the Grantee’s Rule of 70 Release. If the Grantee violates any of these provisions following the termination of his or her Service, unless otherwise determined by the Committee, all unvested Share Awards at the time of the violation will be forfeited to the Company.

3. Share Options. Paragraph 6(e) is hereby deleted in its entirety and the following is substituted therefor:

(e) Immediate Vesting. Notwithstanding the provisions of paragraph 6(c), each Option granted under the Plan to a Grantee and as to which the Expiration Date has not occurred shall be immediately and fully exercisable, for the period indicated, in the event of (I) a Change in Control of the Company (in which case it shall be exercisable until its Expiration Date), or (II) the termination of a Grantee’s Service:

(i) because of the Grantee’s death (in which case it shall be exercisable by the person or persons to whom the Grantee’s right passes by will or by the laws of descent and distribution) until the earlier of (A) the third anniversary of such termination or (B) its Expiration Date,

(ii) with respect to a Grantee who is an employee or officer in connection with his or her disability (as defined in Section 5(d)); or if such Grantee’s Service commenced on or prior to January 1, 2009, in connection with such Grantee’s termination of Service (other than if the termination occurs for Good Cause) at or after age 62, in which case it shall be exercisable until its Expiration Date; or

(iii) with respect to a Grantee who is a member of the Board (excluding employee trustees) in connection with his or her retirement at or after age 72, the Board’s decision not to renominate him or her for re-election to the Board at any shareholders’ meeting at which Trustees are elected, or the failure to be re-elected to the Board at any such shareholders’ meeting, or the Trustee’s resignation from the Board by reason of either: (i) a material change in the Trustee’s employment or job responsibilities; or (ii) the Trustee’s disability, in which case it shall be exercisable until its Expiration Date.

If the Service of a Grantee terminates other than as described above, his or her Options shall not become exercisable with respect to any additional Shares, unless (other than if the termination occurs for Good Cause) the Committee determines that either: (i) the vesting of the Options shall accelerate (in whole or in part) in connection with such termination; or (ii) the vesting of any Options (in whole or in part) shall continue past the Grantee’s termination of Service, subject to such conditions as the Committee shall determine; and in each case, each Option shall be exercisable until the earlier of: (a) 90 days after such termination unless extended by the Committee; or (b) its Expiration Date.

Upon the termination of Service (other than for Good Cause) of either: (i) an employee or officer Grantee whose Service commenced prior to January 1, 2009 and whose termination occurred prior to age 62; or (ii) an employee or officer Grantee whose Service commenced on or after January 1, 2009; in each case after meeting the requirements of the Rule of 70, the Grantee’s Options shall continue to vest per the original vesting schedule (subject to immediate and full vesting upon the occurrence of any of the circumstances described in paragraph 6(e)), and each Option shall be exercisable until its Expiration Date, provided the Grantee complies with the non-competition and employee non-solicitation provisions contained in the Grantee’s Rule of 70 Release. If the Grantee violates any of these provisions following the termination of his or her Service, unless otherwise determined by the Committee, all vested and unvested Options at the time of the violation will be forfeited to the Company.

4. Share Appreciation Rights. Paragraph 7 is amended by adding the following sentences at the end of paragraph 7(e):

“Upon the termination of Service (other than for Good Cause) of either: (i) an employee or officer Grantee whose Service commenced prior to January 1, 2009 and whose termination occurred prior to age 62; or (ii) an employee or officer Grantee whose Service commenced on or after January 1, 2009; in each case after meeting the requirements of the Rule of 70, the Grantee’s SARs shall continue to vest per the original vesting schedule (subject to immediate and full vesting upon the occurrence of any of the circumstances described in paragraph 6(e)), provided the Grantee complies with the non-competition and employee non-solicitation provisions contained in the Grantee’s Rule of 70 Release. If the Grantee violates any of these provisions following the termination of his or her Service, unless otherwise determined by the Committee, all unvested SARs at the time of the violation will be forfeited to the Company.”

5. Plan In Full Force And Effect. After giving effect to this First Amendment, the Plan remains in full force and effect.

IN WITNESS WHEREOF, this First Amendment has been executed as of the date first written above.

RECITALS

WHEREAS, the Board of Trustees of Equity Residential (the “Company”) adopted the Plan on May 21, 1993.

WHEREAS, the Company amended and restated the Plan effective as of February 21, 2002.

WHEREAS, the Company entered into a First Amendment to the Plan dated as of June 10, 2003, a Second Amendment to the Plan dated as of October 1, 2006 and a Third Amendment to the Plan dated as of March 15, 2007.

WHEREAS, the Company desires to amend the Plan to change the definition of retirement for employee and officer Grantees.

WHEREAS, retirement generally will mean the termination of employment, other than for Good Cause, on or after age 62; or prior to age 62 after meeting the requirements of the Rule of 70 (as hereinafter defined).

WHEREAS, the Company desires to amend the Plan to clarify how the issuance price of Shares awarded under the Plan is determined.

WHEREAS, the modifications to the Plan set forth in this Fourth Amendment shall be effective as of January 1, 2009, and shall apply to all outstanding Share Awards, Options, SARs, Dividend Equivalents or other awards granted pursuant to the Plan to employees and officers of the Company.

NOW THEREFORE, the Plan is amended, effective as of January 1, 2009, as follows:

1. Share Awards. Paragraph 5 is amended by adding the following definition as paragraph 5(e):

(e) For purposes of this Plan, the “Rule of 70” is met when an employee or officer Grantee’s years of service with the Company or its Subsidiaries or predecessors (must be at least 15 years, based on 180 months of employment, not calendar years) plus his or her age (must be at least 55 years) on the date of termination equals or exceeds 70 years. In addition, the employee must give the Company at least 6 months’ advance written notice of his or her intention to retire and sign a release upon termination of employment, with ongoing non-competition and employee non-solicitation provisions, releasing the Company from customary claims (“Rule of 70 Release”).

2. Shares Subject to the Plan. The last sentence in Paragraph 4 is hereby deleted in its entirety and the following sentence is substituted therefor:

“For purposes of this Plan, the “Fair Market Value” of a Share shall equal the closing price paid for Shares on the New York Stock Exchange on the applicable day for which such Fair Market Value is being determined.”

3. Share Awards. Paragraph 5(a)(iii) is deleted in its entirety and the following is substituted therefor:

(iii) Notwithstanding the foregoing, the conditions and restrictions described in paragraph 5(a)(i) and (ii) that are contained in the terms of any Share Award shall immediately lapse and be of no effect, and the Share Awards subject to such conditions and restrictions shall fully vest (with any performance goals deemed to be met in full at the maximum amount possible unless otherwise provided by the specific terms of an award) in favor of the Grantee, in the event of (I) a “Change in Control” of the Company, or (II) the termination of a Grantee’s Service:

(A) because of the Grantee’s death;

(B) with respect to a Grantee who is an employee or officer in connection with his or her disability (as defined in Section 5(d)); or in connection with such Grantee’s termination of Service (other than if the termination occurs for Good Cause) at or after age 62; or

(C) with respect to a Grantee who is a member of the Board (excluding employee trustees) in connection with his or her retirement at or after age 72, the Board’s decision not to renominate him or her for re-election to the Board at any shareholders’ meeting at which Trustees are elected, or the failure to be re-elected to the Board at any such shareholders’ meeting, or the Trustee’s resignation from the Board by reason of either: (i) a material change in the Trustee’s employment or job responsibilities; or (ii) the Trustee’s disability.

If the Service of a Grantee terminates other than as described above (other than if the termination occurs for Good Cause), the Committee may determine that either: (i) the conditions and restrictions described in paragraph 5(a)(i) and (ii) that are contained in the terms of any Share Award shall immediately lapse and be of no effect, and in such event, the Share Awards subject to such conditions shall fully vest in favor of the Grantee; or (ii) the vesting of any Share Awards shall continue past the Grantee’s termination of Service per the original vesting schedule, subject to such conditions as the Committee shall determine. The Committee may make the determination described in the preceding sentence and communicate such determination in the Grantee’s award agreement or in any other manner.

Upon the termination of an employee or officer Grantee’s Service (other than for Good Cause) prior to age 62 after meeting the requirements of the Rule of 70, the Grantee’s Share Awards shall continue to vest per the original vesting schedule (subject to immediate and full vesting upon the occurrence of any of the circumstances described in paragraph 5(a)(iii)), provided the Grantee complies with the non-competition and employee non-solicitation provisions contained in the Grantee’s Rule of 70 Release. If the Grantee violates any of these provisions following the termination of his or her Service, unless otherwise determined by the Committee, all unvested Share Awards at the time of the violation will be forfeited to the Company.

4. Share Options. Paragraph 6(e) is hereby deleted in its entirety and the following is substituted therefor:

(e) Immediate Vesting. Notwithstanding the provisions of paragraph 6(c), each Option granted under the Plan to a Grantee and as to which the Expiration Date has not occurred shall be immediately and fully exercisable, for the period indicated, in the event of (I) a Change in Control of the Company (in which case it shall be exercisable until its Expiration Date), or (II) the termination of a Grantee’s Service:

(i) because of the Grantee’s death (in which case it shall be exercisable by the person or persons to whom the Grantee’s right passes by will or by the laws of descent and distribution) until the earlier of (A) the third anniversary of such termination or (B) its Expiration Date,

(ii) with respect to a Grantee who is an employee or officer in connection with his or her disability (as defined in Section 5(d)); or in connection with such Grantee’s termination of Service (other than if the termination occurs for Good Cause) at or after age 62, in which case it shall be exercisable until its Expiration Date; or

(iii) with respect to a Grantee who is a member of the Board (excluding employee trustees) in connection with his or her retirement at or after age 72, the Board’s decision not to renominate him or her for re-election to the Board at any shareholders’ meeting at which Trustees are elected, or the failure to be re-elected to the Board at any such shareholders’ meeting, or the Trustee’s resignation from the Board by reason of either: (i) a material change in the Trustee’s employment or job responsibilities; or (ii) the Trustee’s disability, in which case it shall be exercisable until its Expiration Date.

If the Service of a Grantee terminates other than as described above, his or her Options shall not become exercisable with respect to any additional Shares, unless (other than if the termination occurs for Good Cause) the Committee determines that either: (i) the vesting of the Options shall accelerate (in whole or in part) in connection with such termination; or (ii) the vesting of any Options (in whole or in part) shall continue past the Grantee’s termination of Service, subject to such conditions as the Committee shall determine; and in each case, each Option shall be exercisable until the earlier of: (a) 90 days after such termination unless extended by the Committee; or (b) its Expiration Date.

Upon the termination of an employee or officer Grantee’s Service (other than for Good Cause) prior to age 62 after meeting the requirements of the Rule of 70, the Grantee’s Options shall continue to vest per the original vesting schedule (subject to immediate and full vesting upon the occurrence of any of the circumstances described in paragraph 6(e)), and each Option shall be exercisable until its Expiration Date, provided the Grantee complies with the non-competition and employee non-solicitation provisions contained in the Grantee’s Rule of 70 Release. If the Grantee violates any of these provisions following the termination of his or her Service, unless otherwise determined by the Committee, all vested and unvested Options at the time of the violation will be forfeited to the Company.

5. Share Appreciation Rights. Paragraph 7 is amended by adding the following sentences at the end of paragraph 7(e):

“Upon the termination of an employee or officer Grantee’s Service (other than for Good Cause) prior to age 62 after meeting the requirements of the Rule of 70, the Grantee’s SARs shall continue to vest per the original vesting schedule (subject to immediate and full vesting upon the occurrence of any of the circumstances described in paragraph 6(e)), provided the Grantee complies with the non-competition and employee non-solicitation provisions contained in the Grantee’s Rule of 70 Release. If the Grantee violates any of these provisions following the termination of his or her Service, unless otherwise determined by the Committee, all unvested SARs at the time of the violation will be forfeited to the Company.”

6. Plan In Full Force And Effect. After giving effect to this Fourth Amendment, the Plan remains in full force and effect.

IN WITNESS WHEREOF, this Fourth Amendment has been executed as of the date first written above.

RECITALS

WHEREAS, the Board of Trustees of Equity Residential (the “Company”) adopted the Plan on February 21, 2002, which was approved by the shareholders of the Company at the 2002 annual meeting.

WHEREAS, the Company entered into a First Amendment to the Plan dated as of February 7, 2003, a Second Amendment to the Plan dated as of June 10, 2003, a Third Amendment to the Plan dated as of April 25, 2005, a Fourth Amendment to the Plan dated as of February 1, 2006, a Fifth Amendment to the Plan dated as of October 1, 2006 and a Sixth Amendment to the Plan dated as of March 15, 2007.

WHEREAS, the Company desires to amend the Plan to make the vesting schedule and other terms of Options granted the Company’s Trustees after the date hereof the same as the Options granted the Company’s executive officers.

WHEREAS, the Company desires to amend the Plan to clarify how the issuance price of Shares awarded under the Plan is determined.

NOW THEREFORE, the Plan is further amended as follows:

1.      Participation. Paragraph 3(b) is hereby deleted in its entirety and the following paragraph is substituted therefor:

2.      Shares Subject to the Plan. The last sentence in Paragraph 4 is hereby deleted in its entirety and the following sentence is substituted therefor:

“For purposes of this Plan, the “Fair Market Value” of a Share shall equal the closing price paid for Shares on the New York Stock Exchange on the applicable day for which such Fair Market Value is being determined.”

3.      Share Options. Paragraph 6(c) is hereby deleted in its entirety and the following paragraph is substituted therefor:

4.      Plan In Full Force And Effect. After giving effect to this Seventh Amendment, the Plan remains in full force and effect.

IN WITNESS WHEREOF, this Seventh Amendment has been executed as of the date first written above.