Exhibit 10.12


 


FIRST AMENDMENT


 


THE EQUITY RESIDENTIAL PROPERTIES 

ADVANTAGE RETIREMENT SAVINGS PLAN


 


WHEREAS, Equity Residential Properties Trust (the “Trust”)
maintains the Equity Residential Properties Trust Advantage Retirement Savings
Plan (the “Plan”), as last amended and restated effective January 1, 2004,
for the benefit of its eligible employees;


 


WHEREAS, Section 8.01 of the Plan provides that
the Trust may amend the Plan at any time; and


 


WHEREAS, the Trust desires to amend the Plan to comply
with Section 401(a)(31)(B) of the Internal Revenue Code as amended by
the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”);


 


WHEREAS, the Trust desires to further amend the Plan
to increase matching contributions;


 


NOW, THEREFORE, the Trust hereby amends the Plan as
follows effective as of the date listed for each item below:


 


1.                                       Effective
as of March 28, 2005, the first paragraph of Section 6.07(d) of
the Plan is amended to read as follows:


 


(d)                                 If
the distributable balance in a terminated Participant’s Account, or the portion
thereof payable to a Beneficiary does not exceed $5,000, the total remaining
balance shall be distributed to the Participant or Beneficiary in a single lump
sum as soon as administratively practicable following the Participant’s
Termination of Employment. 
Notwithstanding any contrary provision of the Plan, in the event of a
mandatory distribution to a Participant greater than $1,000 in accordance with
the provisions of this Section 6.07(d), if the Participant does not elect
to have such distribution paid directly to an eligible retirement plan
specified by the Participant in a direct rollover or to receive the
distribution directly, then the Plan Administrator will pay the distribution in
a direct rollover to an individual retirement plan designated by the Plan
Administrator.  Further, distribution to
an alternate payee pursuant to a QDRO may be made as soon as administratively
practicable following the alternate payee’s written request for the
distribution in accordance with the terms of the QDRO.


 


2.                                       Effective
as of March 28, 2005, Section 6.07(f) of the Plan is amended to
read as follows:


 


(f)                                    The
account balances of former employees of Cardinal Industries, Inc. that
were transferred to this Plan upon the merger of the Cardinal Plan and do not
exceed $5,000 shall be distributed to such for employees in a single lump sum
as soon as administratively feasible following the merger.  To the extent the Plan Administrator is
unable to locate any such former employee; his account balance shall be
forfeited and reallocated, subject to restoration, as provided in Section 6.11.  Notwithstanding the foregoing, effective March 28,
2005, any distributions made to such former employees shall be made in
accordance with Section 6.07(d) hereof.


 

















 


3.                                       Effective
as of January 1, 2005, Section 4.04 of the Plan is amended to read as
follows:


 


4.04
Employer Matching Contributions


 


Each
Employer shall make Employer Matching Contributions on behalf of each of the
Participants who is eligible to participate in Employer Profit-Sharing
Contributions for the Plan Year (regardless of whether any Employer
Profit-Sharing Contributions are actually made by such Employer).  In addition, each Employer shall make an Employer
Matching Contribution on behalf of each Participant who transferred from such
Employer to a Trust listed on Schedule A provided that such Participant
remained employed by such Trust as of his last scheduled work day of the Plan
Year, or terminated such employment because he incurred a Retirement, died or
had a Termination of Employment due to a Permanent Disability during such
Year.  Each Employer shall contribute on
behalf of each such Participant an amount equal to the Participant’s Pre-Tax
Contributions made while the Participant was employed by such Employer to the
extent they do not exceed 3% of the Participant’s Compensation earned while the
Participant was employed by such Employer for the Plan Year.  In addition to the foregoing, each Employer
shall make supplemental matching contributions with respect to any Participant
returning from Qualified Military Service based upon the supplemental Pre-Tax
Contributions the Participant elects to make pursuant to Section 4.01(h),
equal to the amount of Employer Matching Contributions the Participant would
have received had such Pre-Tax Contributions been made during his period of
Qualified Military Service. 
Notwithstanding the foregoing, Employer Matching Contributions shall not
be made to the Plan with respect to a Participant to the extent that such
contributions would cause the limitations set forth in Section 4.08(d) hereof
to be exceeded for such Participant with respect to the year for which such
contributions are made.


 

















 


IN
WITNESS WHEREOF, the Trust has caused this First Amendment to
be executed by its duly authorized officers on this 25 day of April 2005.


 


	
   

  	
  EQUITY
  RESIDENTIAL PROPERTIES TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Catherine M. Carraway

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  First Vice President, HR Operations