EXHIBIT 4.1  


EQUITY RESIDENTIAL PROPERTIES TRUST  


 1996 NON-QUALIFIED EMPLOYEE SHARE PURCHASE PLAN  


 (as Amended and Restated Effective May 14, 1998)  







EQUITY RESIDENTIAL PROPERTIES TRUST  


 1996 NON-QUALIFIED EMPLOYEE SHARE PURCHASE PLAN  


 (as Amended and Restated Effective May 14, 1998)  


TABLE OF CONTENTS  



	

1.	
 	

Purpose	
 	

1
	

2.	
 	

Definitions	
 	

1
	

3.	
 	

Administration	
 	

2
	

4.	
 	

Participation	
 	

3
	

5.	
 	

Contributions	
 	

3
	

6.	
 	

Purchase of Shares	
 	

4
	

7.	
 	

Delivery	
 	

4
	

8.	
 	

Plan Beneficiary	
 	

5
	

9.	
 	

Transferability and Dispositions	
 	

5
	

10.	
 	

Securities Registration	
 	

6
	

11.	
 	

Compliance with Rule 16b-3	
 	

6
	

12.	
 	

Amendment or Termination	
 	

6
	

13.	
 	

Notices	
 	

6
	

14.	
 	

Employment	
 	

6
	

15.	
 	

Employment Transfers	
 	

7
	

16.	
 	

Approval of Shareholders	
 	

7
	

17.	
 	

Changes in Capital Structure	
 	

7
	 	 	 	 	 













   1.    Purpose 


        The
primary purpose of this amended and restated Plan is to encourage Share ownership by each Eligible Employee and each Eligible Trustee in the belief that such Share ownership will
increase his or her interest in the success of Equity Residential Properties Trust ("Equity"). This amended and restated Plan shall apply to Eligible Employees and Eligible Trustees from and after
May 15, 1998. 


2.    Definitions 


        2.1   The
term "Account" shall mean the separate bookkeeping account established and maintained by the Plan Administrator for each Participant for each Purchase Period to
record the contributions made on his or her behalf to purchase Shares under this Plan. 


        2.2   The
term "Beneficiary" shall mean the person designated as such by a Participant in accordance with Section 8. 


        2.3   The
term "Board" shall mean the Board of Trustees of Equity. 


        2.4   The
term "Closing Price" (a) for the first business day of any Purchase Period shall mean the closing price for a Share as reported for such day in  The Wall Street Journal or in any successor to
The Wall Street Journal or, if there is no such
successor, in any publication selected by the Committee or, if no such closing price is so reported for such day, the first such closing price which is so reported after such day or, if no such
closing price is so reported during the two week period which begins on the first day of such Purchase Period, the fair market value of a Share as determined as of the first day of such Purchase
Period by the Committee and (b) for the last business day of a Purchase Period shall mean the closing price for a Share as reported for such day in The Wall Street
Journal or in any successor to The Wall Street Journal or, if there is no such successor, in any publication selected by the
Committee or, if no such closing price is so reported for such day, the last such closing price which is so reported before such day or, if no such closing price is so reported during the two week
period which ends on the last day of such Purchase Period, the fair market value of a Share as determined as of the last day of such Purchase Period by the Committee. 



        2.5   The
term "Committee" shall mean the Compensation Committee of the Board. 


        2.6   The
term "Election Form" shall mean the form which an Eligible Employee or Eligible Trustee shall be required to properly complete in writing and timely file at least
five days prior to the end of any Purchase Period in order to make any of the elections available to an Eligible Employee or Eligible Trustee under this Plan. 


        2.7   The
term "Eligible Employee" shall mean each officer or employee of a Participating Employer: 



        (a)   who
is shown on the payroll records of a Participating Employer as a "benefits eligible" employee (i.e., whose customary employment is 20 hours or more per week),
and 


        (b)   who
has completed at least three full calendar months of employment with a Participating Employer. 




        2.8   The
term "Eligible Trustee" shall mean a person who is a member of the Board. 


        2.9   The
term "Equity" shall mean Equity Residential Properties Trust, a Maryland real estate investment trust, and any successor to Equity. 



        2.10 The
term "Participant" shall mean (a) for each Purchase Period an Eligible Trustee or Eligible Employee who has elected to purchase Shares in accordance with
Section 4 in such Purchase Period and (b) any person for whom a Share is held pending delivery under Section 7. 


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        2.11 The
term "Participating Employer" shall mean Equity, Equity Residential Properties Management Limited Partnership, Equity Residential Properties Management Corp.,
Equity Residential Properties Management Corp. II and any affiliated company which is designated as such by the Committee. 


        2.12 The
term "Pay" means (i) in the case of an Eligible Employee, all cash compensation paid to him or her for services to Equity or an affiliated company, including
regular straight time earnings or draw, overtime, commissions, and bonuses, but excluding amounts paid as living allowance or reimbursement of expenses and other similar payments; and (ii) in
the case of an Eligible Trustee, all retainers and meeting and other service fees paid to him or her by Equity or an affiliated company. 


        2.13 The
term "Pay Day" means the day as of which Pay is paid to a Participant. 


        2.14 The
term "Plan" shall mean this Equity Residential Properties Trust 1996 Non-Qualified Employee Share Purchase Plan, as Amended and Restated Effective May 14,
1998, and as further amended from time to time. 


        2.15 The
term "Plan Administrator" shall mean Equity or Equity's delegate. 


        2.16 The
term "Purchase Period" shall mean a period set by the Committee. Unless changed by the Committee, each Purchase Period shall begin and end on the business days
coinciding with or immediately following these dates: 



November
15 - February 14

February 15 - May 14

May 15 - August 14

August 15 - November 14 




        If
the above would cause a Purchase Period to begin on the day that its preceding Purchase Period ends, then the succeeding Purchase Period shall begin on the next business day. 



        2.17 The
term "Purchase Price" for each Purchase Period shall mean 85% of the lesser of: (a) the Closing Price for a Share on the last day of such Purchase Period;
and (b) the greater of: (i) the Closing Price for a Share on the first day of such Purchase Period; and (ii) the average Closing Price for a Share for all of the business days in
the Purchase Period. 


        2.18 The
term "Rule 16b-3" shall mean Rule 16b-3 promulgated under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor to
such rule. 


        2.19 The
term "Share" shall mean a $.01 par value common share of beneficial interest of Equity. The aggregate number of Shares available for grant under this Plan shall not
exceed 1,000,000, subject to adjustment pursuant to Section 17 hereof. Shares subject to the Plan may be either authorized but unissued Shares, Shares now held in the treasury of Equity, or
Shares hereafter acquired by Equity. 


3.    Administration 


        Except
for the exercise of those powers expressly granted to the Committee to determine the Closing Price, who is a Participating Employer and to set the Purchase Period, the Plan
Administrator shall be responsible for the administration of this Plan and shall have the power in connection with such administration to interpret the Plan and to take such other action in connection
with such administration as the Plan Administrator deems necessary or equitable under the circumstances. The Plan Administrator also shall have the power to delegate the duty to perform such
administrative functions as the Plan Administrator deems appropriate under the circumstances. Any person to whom the duty to perform an administrative function is delegated shall act on behalf of and
shall be responsible to the Plan Administrator for such function. Any action or inaction by or on behalf of the Plan Administrator under this Plan shall be final and binding on each Eligible Employee,
Eligible 


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Trustee,
Participant or Beneficiary and on each other person who makes a claim under this Plan based on the rights, if any, of any such Eligible Employee, Eligible Trustee, Participant or Beneficiary
under this Plan. 


4.    Participation 


        Each
person who is an Eligible Employee or an Eligible Trustee as of the beginning of a Purchase Period shall be a Participant in this Plan for the Purchase Period if he or she properly
completes and timely files an Election Form in accordance with procedures established by the Plan Administrator indicating his or her election to participate in this Plan. An Election Form may require
an Eligible Employee or Eligible Trustee to provide such information and to agree to take such action (in addition to the action required under Section 5) as the Plan Administrator deems
necessary or appropriate in light of the purpose of this Plan for the orderly administration of this Plan. 


5.    Contributions 


        (a)   Initial
Contributions. Each Participant's Election Form under Section 4 shall specify the contributions that he or she proposes to make for the related Purchase
Period. Such contributions shall be expressed as a specific dollar amount that Participant proposes to contribute in cash or a percentage of the Participant's Pay that his or her Participating
Employer is authorized to deduct from his or her Pay each Pay Day during the Purchase Period (or as a combination of such cash and such payroll deduction contributions), provided, however: 



        (1)   the
minimum payroll deduction that a Participant may elect to make for each Pay Day shall be $10.00, and 


        (2)   the
maximum contribution that a Participant may elect to make for any calendar year shall be $100,000. 




        (b)   Changes
in Contributions and Withdrawals. A Participant shall have the right to amend his or her Election Form at any time to reduce or to stop his or her contributions,
and such election shall be effective immediately for cash contributions and as soon as practicable after the Plan Administrator actually receives such amended Election Form for payroll deductions. A
Participant also shall have the right at any time on or before five days prior to the last day of a Purchase Period: (i) to withdraw (without interest) all or any part of the contributions
credited to his or her Account for such purchase; or (ii) to increase his or her cash contributions for such purchase, by delivering an amended Election Form (and for purposes of clause (ii), a
check for such contributions) to the Plan Administrator at least five days prior to the last day of such Purchase Period. A withdrawal shall be deducted from the participant's Account as of the date
the Plan Administrator receives such amended Election Form, and the actual withdrawal shall be effected by the Plan Administrator as soon as practicable after such date. A Participant may, in
accordance with procedures established by the Plan Administrator, make separate contribution elections with respect to amounts received as part of his or her annual bonus and the remaining amounts of
his or her Pay. The Plan Administrator may require the Participant to make such separate elections at separate times prior to the Participant's receipt of Pay or the start of a Purchase Period. 


        (c)   Account
Credits, General Assets and Taxes. Any payroll deduction made for a Participant shall be credited to his or her Account as of the Pay Day as of which the
deduction is made. All contributions made by a Participant under this Plan, whether in cash or through payroll deductions, shall be held by Equity or by such Participant's Participating Employer, as
agent for Equity. All such contributions shall be held as part of the general assets of Equity or such Participating Employer and are not required to be held in trust or otherwise segregated from
their general assets. No interest shall be paid or accrued on any such contributions. Each Participant's right to the contributions credited to his or her Account shall be that of a general and
unsecured creditor of Equity or his or her 


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Participating
Employer. Each Participating Employer shall have the right to make such provisions as it deems necessary or appropriate to satisfy any tax laws with respect to purchases of Shares made
under this Plan. 


        (d)   Automatic
Refunds. The balance credited to the Account of an Eligible Employee shall be refunded automatically in full (without interest) if his or her status as an
employee of all Participating Employers terminates for any reason whatsoever during a Purchase Period, and the balance credited to the Account of an Eligible Trustee shall be refunded automatically in
full (without interest) if his or her status as a member of the Board terminates for any reason whatsoever during a Purchase Period. Such refunds shall be made as soon as practicable after the Plan
Administrator has actual notice of any such termination. Notwithstanding the foregoing, if either such status terminates because of the death or "disability" (as defined in the Equity Residential
Properties Trust ADVANTAGE Retirement Savings Plan) of the Participant, then at the election of the Participant or his or her Beneficiary, no refund will be made, and such balance will be used to buy
Shares at the end of the Purchase Period. In addition, the Plan Administrator, in its discretion, may allow a Participant (or class thereof) whose status as an employee terminates during a Purchase
Period to elect to not receive a refund and have the balance of his or her Account used to buy Shares at the end of the Purchase Period. 



6.    Purchase of Shares 


        (a)   Automatic
Purchase. If a Participant is an Eligible Employee or an Eligible Trustee through the end of a Purchase Period, or if a balance was retained for such Eligible
Employee or Eligible Trustee in accordance with Section 5(d), the balance that remains credited to his or her Account at the end of such Purchase Period shall automatically be applied to
purchase Shares at the Purchase Price established for such Purchase Period. Such Shares shall be purchased on behalf of the Participant by operation of this Plan in whole and fractional amounts
(computed to the number of decimal places set by the Plan Administrator) and credited to the Participant's Account. 



        (b)   Uniform
Administration. Except as specifically provided herein, all Eligible Employees shall have the same rights and privileges under the Plan. All rules and
determinations of the Plan Administrator and the Committee in the administration of the Plan shall be uniformly and consistently applied to all persons in similar circumstances. 


        (c)   Number
of Shares Available. If the total number of Shares to be purchased on any date in accordance with Section 6(a) exceeds the Shares then available under the
Plan (after deduction of all Shares that have been purchased under Section 6(a)), the Plan Administrator shall make a pro rata allocation of the Shares remaining available in as nearly a
uniform manner as shall be practicable and as it shall determine to be equitable. 


7.    Delivery 


        A
book-entry record of the Shares purchased by each Participant shall be maintained by Equity's Share transfer agent and no certificates shall be issued for such Shares
except to the extent that a Participant specifically so requests. Notwithstanding the foregoing, when a refund is made to a Participant pursuant to Section 5(d), certificates shall be delivered
to him or her for all Shares then held for the Participant under the Plan. A Share certificate delivered to a Participant shall be registered in his or her name or, if the Participant so elects and if
permissible under applicable law, in the names of the Participant and one such other person as may be designated by the Participant, as joint tenants with rights of survivorship. However,
(a) no Share certificate representing a fractional Share shall be delivered to a Participant or to a Participant and any other person, (b) cash which the Plan Administrator deems
representative of the value of a Participant's fractional share shall be distributed (when a Participant requests a distribution of certificates for all of the Shares held for him or her) in lieu of
such fractional share unless a Participant in light of Rule 16b-3 waives his or her right to such 


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cash
payment, and (c) the Plan Administrator shall have the right to charge a Participant for registering Shares in the name of the Participant and any other person. No Participant (or any
person who makes a claim for, on behalf of, or in place of a Participant) shall have any interest in any Shares under this Plan until they have been reflected in the book-entry record
maintained by the Share transfer agent or the certificate for such Shares has been delivered to such person. 


8.    Plan Beneficiary 


        (a)   Participant
Election. A Participant may designate on his or her Election Form a Beneficiary of his or her Account under the Plan. Such designation may be revised
in writing at any time by the Participant by filing an amended Election Form, and his or her revised designation shall be effective at such time as the Plan Administrator receives such amended
Election Form. If (i) a Participant dies before he or she designates a Beneficiary, (ii) no Beneficiary so designated under this Section 9 survives a Participant, or,
(iii) after checking his or her last known mailing address, the whereabouts of the Beneficiary so designated are unknown, then the Participant's estate shall be treated as his or her designated
Beneficiary under the Plan. 


        (b)   Death
Benefits. Upon the death of a Participant, his or her Beneficiary shall receive the Shares, if any purchased for the Participant under this Plan for which
certificates have not been delivered to the Participant, as well as any Shares which have not been credited to a brokerage account maintained for the Participant, but in no event including any Shares
registered in joint tenancy with rights of survivorship (which shall pass in accordance with such rights). In addition, the Participant's Beneficiary shall have the right to elect to either: 



          (i)  receive
a refund of the balance credited to the Participant's Account (without interest) during the Purchase Period in which the Participant dies, or 


         (ii)  have
such Account balance used to purchase Shares in accordance with Section 6 at the end of the Purchase Period. 




        Refunds
shall be delivered to a Beneficiary as soon as practicable after the Plan Administrator has actual notice of a Participant's death and the Beneficiary's election. 


9.    Transferability and Dispositions 


        (a)   No
Transfer. Neither the balance credited to a Participant's Account nor any rights to receive Shares under this Plan may be assigned, encumbered, alienated,
transferred, pledged, or otherwise disposed of in any way by a Participant during his or her lifetime or by his or her Beneficiary or by any other person during his or her lifetime, and any attempt to
do so shall be without effect. Notwithstanding the foregoing, a Participant may waive his or her rights to purchase Shares hereunder and to have such rights exercisable instead by the Equity
Residential Properties Trust Supplemental Retirement Savings Plan, subject to and in accordance with such procedures as are established by the Plan Administrator. 


        (b)   Repayment.
Except as provided in the last sentence of this Section or in Section 7, no sale, transfer or other disposition may be made of any Shares purchased
under the Plan until the first anniversary of such purchase. If a Participant violates the foregoing restriction, he or she shall remit to Equity an amount of cash equal to: 



          (i)  the
difference between the amount he or she paid for such Shares and the Closing Price of such Shares on the date they were purchased, less 


         (ii)  the
excess (if any) of the amount the Participant paid for such Shares and the Closing Price of such Shares on the date of the sale, transfer or disposition. 



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        The
amount to be remitted for purposes of the foregoing shall be computed by the Plan Administrator, in its discretion, using a Last-In-First-Out
basis of accounting in the event that Shares from more than one Purchase Period are involved. Notwithstanding the foregoing, if a Participant who owns Shares subject to the foregoing restriction is
determined by the Plan Administrator in its discretion to have a serious financial need for the proceeds of the sale of such Shares, then upon application made by the Participant, the Plan
Administrator shall consent to a sale of such Shares to the extent necessary to satisfy the serious financial need, and the Participant will not be required to make the remittance to Equity described
in this subsection (b). 


10.    Securities Registration 


        If
Equity shall deem it necessary to register under the Securities Act of 1933, as amended, or any other applicable statutes any Shares purchased under this Plan or to qualify any such
Shares for an exemption from any such statutes, Equity shall take such action at its own expense. If Shares are listed on any national securities exchange at the time any Shares are purchased
hereunder, Equity shall make prompt application for the listing on such national Share exchange of such Shares, at its own expense. Purchases of Shares hereunder shall be postponed as necessary
pending any such action. 


11.    Compliance with Rule 16b-3 


        All
elections and transactions under this Plan by persons subject to Rule 16b-3 are intended to comply with at least one of the exemptive conditions under
Rule 16b-3. The Plan Administrator shall establish such administrative guidelines to facilitate compliance with at least one such exemptive condition under
Rule 16b-3 as the Plan Administrator may deem necessary or appropriate. If any provision of this Plan or any administrative guidelines or any act or omission with respect to this
Plan (including any act or omission by an Eligible Employee or an Eligible Trustee) fails to satisfy such exemptive condition under Rule 16b-3 or otherwise is inconsistent with such
condition, such provision, guidelines or act or omission shall be deemed null and void. 


12.    Amendment or Termination 


        This
Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate, and any such amendment shall be subject to the approval of Equity's
shareholders to the extent such approval is required under the laws of the State of Maryland; provided, however, that no amendment shall be retroactive unless the Board in its discretion determines
that the retroactivity of such amendment is in the best interest of Equity or such amendment is required by applicable law to be retroactive. The Board may also terminate this Plan and any Purchase
Period at any time (together with any related contribution election) or may terminate any Purchase Period (together with any related contribution elections) at any time; provided, however, no such
termination shall be retroactive unless the Board determines that applicable law requires a retroactive termination. 


13.    Notices 


        All
Election Forms and other communications from a Participant to the Plan Administrator under, or in connection with, this Plan shall be deemed to have been filed with the Plan
Administrator when actually received in the form specified by the Plan Administrator at the location, or by the person, designated by the Plan Administrator for the receipt of any such Election Form
and communications. 


14.    Employment 


        The
right to elect to participate in this Plan shall not constitute an offer or employment or membership on the Board, and no election to participate in this Plan shall constitute an
employment agreement for an Eligible Employee or an agreement with respect to Board membership for an Eligible 


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Trustee.
Any such right or election shall have no bearing whatsoever on the employment relationship between an Eligible Employee and any other person or on an Eligible Trustee's status as a member of
the Board. Finally, no Eligible Employee or Eligible Trustee shall be induced to participate in this Plan, or shall participate in this Plan, with the expectation that such participation will lead to
employment or continued employment, and no Eligible Trustee shall be induced to participate in this Plan, or shall participate in this Plan, with the expectation that such participation will lead to
continued membership on the Board. 



15.    Employment Transfers 


        No
Eligible Employee's employment shall be treated as terminated under this Plan as a result of a transfer between, or among, Equity or any other Participating Employer. 


16.    Approval of Shareholders 


        The
Plan shall not take effect until approved by the holders of a majority of the shares of the Trust present, or represented, and entitled to vote at a meeting of the shareholders of
the Trust. 


17.    Changes in Capital Structure 



        (a)   In
the event that the outstanding Shares of Equity are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other
securities of Equity or of another corporation, by reason of any reorganization, merger, consolidation, recapitalization, reclassification, share split-up, combination of shares, or
dividend payable in shares, appropriate adjustment shall be made by the Board in the number or kind of shares as to which an option granted under this Plan shall be exercisable, to the end that the
option holder's proportionate interest shall be maintained as before the occurrence of such event. Any such adjustment made by the Board shall be conclusive. 



        (b)   If
Equity is not the surviving or resulting corporation in any reorganization, merger, consolidation or recapitalization, this Plan, and Equity's rights, duties and
obligations hereunder, shall be assumed by the surviving or resulting corporation and the rights of a Participant to purchase Shares shall continue in full force and effect. 


18.    Headings, References and Construction 


        The
headings to sections in this Plan have been included for convenience of reference only. This Plan shall be interpreted and construed in accordance with the laws of the State of
Maryland. 


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