Exhibit
10.15


 


THIRD
AMENDMENT TO

THE EQUITY RESIDENTIAL PROPERTIES TRUST

ADVANTAGE RETIREMENT SAVINGS PLAN


 


This Amendment to the Equity Residential Properties Trust Advantage
Retirement Savings Plan (the “Plan”) is made as of this 6th day of May, 2003 by
Equity Residential (the “Company”).


 


RECITALS:


 


The Company is the sponsor of the Plan, last amended and restated
effective January 1, 2001. 
Pursuant to the powers reserved to the Company under Section 8.01
of the Plan, the Company hereby adopts this Amendment to the Plan effective
January 1, 2003.  This Amendment
shall supersede the provisions of the Plan to the extent those provisions are
inconsistent with the provisions of this Amendment.


 


AMENDMENT


 


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 2% 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) to
be exceeded for such Participant with respect to the year for which such
contributions are made.


 

















 


This consent may be executed in several counterparts, any one of which
shall constitute an original without reference to the others, and shall be
delivered to the Secretary of the Company to be filed in the corporate records
of the Company.


 


IN WITNESS WHEREOF, the Company has caused this Third Amendment to be
executed by its duly authorized officers on the date first written above.


 


 


	
   

  	
  EQUITY
  RESIDENTIAL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  Bruce C. Strohm

  
	
   

  	
   

  	
  Bruce C. Strohm

  
	
   

  	
  Title:

  	
  EVP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  Bruce W. Duncan

  
	
   

  	
   

  	
  Bruce W. Duncan

  
	
   

  	
  Title:

  	
  CEO/President

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Yasmina Duwe

  	
   

  	
   

  	
   

  
	
  Assist.
  Secretary

  	
   

  	
   

  
				



 


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