EQUITY RESIDENTIAL (EQR)

employment for, the performance of the services by any Eligible Employee (or other employee) or any Eligible Trustee.  EQR reserves the right to terminate the Plan at any time, subject to Section 10.3, by an instrument in writing which has been executed on its behalf by a duly authorized officer.  Upon termination, EQR may (a) elect to continue to maintain the Funding Trust to pay benefits hereunder as they become due as if the Plan had not terminated or (b) direct the Funding Trustee to pay promptly to Participants (or their beneficiaries) the vested balance of their Accounts.  For purposes of the preceding sentence, in the event clause (b) is implemented, the Account balance of all Participants who are in the employ of an Employer at the time the Funding Trustee is directed to pay such balances shall become fully vested and nonforfeitable.  After Participants and their beneficiaries are paid all Plan benefits to which they are entitled, all remaining assets of the Funding Trust attributable to Participants who terminated employment with the Employers prior to termination of the Plan and who were not fully vested in their Accounts under Article 6 at that time shall be returned to the Employers.

their Accounts.  For purposes of the preceding sentence, in the event clause (b) is implemented, the Account balance of all Participants who are in the employ of an Employer at the time the Funding Trustee is directed to pay such balances shall become fully vested and nonforfeitable.  After Participants and their beneficiaries are paid all Plan benefits to which they are entitled, all remaining assets of the Funding Trust attributable to Participants who terminated employment with the Employers prior to termination of the Plan and who were not fully vested in their Accounts under Article 6 at that time shall be returned to the Employers.