Exhibit 10.13


 


SECOND AMENDMENT


 


EQUITY RESIDENTIAL


ADVANTAGE RETIREMENT SAVINGS PLAN


 


WHEREAS, Equity Residential (the “Company”) maintains the
Equity Residential 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 Company may amend the Plan at any time; and


 


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


 


NOW, THEREFORE, the Company 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 company listed on Schedule A provided
that such Participant remained employed by such company 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 Company has caused this First Amendment
to be executed by its duly authorized officers on this 30 day of April 2005.


 


	
   

  	
  EQUITY
  RESIDENTIAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Catherine Carraway

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: 

  	
  First VP, HR Operations