Exhibit 10.13


 


FIRST AMENDMENT


 


THE EQUITY RESIDENTIAL PROPERTIES TRUST

ADVANTAGE RETIREMENT SAVINGS PLAN


 


WHEREAS, Equity Residential
Properties Trust (the “Trust”) maintains The Equity Residential Properties
Trust Advantage Retirement Savings Plan (the “Plan”) 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 Plan needs to
be amended to comply with certain requirements of the Internal Revenue Service
for issuance of a favorable determination letter;


 


NOW, THEREFORE, the Trust
hereby amends the Plan as follows:


 


1.                                       The following sentence is hereby added to the
end of Section 6.08(g)(i):


 


“Effective
January 1, 1999, the term “eligible rollover contribution” shall not
include any hardship distribution described in
Section 401(k)(2)(B)(i)(IV).”


 


2.                                       The following new Section 10.02(f) is
hereby added to the Plan:


 


“(e)                            Compensation:  For
purposes of this Article 10, compensation shall mean all amounts paid or
made available to the Participant by the Employer during the Plan Year for
services as an Employee as reported on Form W-2 (or such other form as may be
prescribed pursuant to §6041(d) and §6051(a)(3) of the Code).  Compensation shall also include any elective
contributions excluded from income under §125 of the Code (relating to
cafeteria plans), §402(e)(3) of the Code (relating to 401(k) plans), including
Pre-Tax Contributions under this Plan, §402(h) of the Code (relating to
simplified employee pension plans), or §132(f)(4) of the Code (relating to
elective transportation fringe benefits).


 


Any Employee’s compensation
for any Plan Year in excess of $170,000 (or such other amount provided pursuant
to Section 401(a)(17) of the Code) shall be disregarded for all purposes
under the Plan. Effective January 1, 2002, $200,000 shall be substituted
for $170,000 in the preceding sentence. 
If an Employee receives compensation from more than one Employer for a
Plan Year, then his compensation from all such Employers shall be aggregated
for purposes of applying the limit of Section 401(a)(17) of the Code for
that Plan Year.  Commencing
January 1, 1997, the rules requiring the aggregation of compensation paid
to certain family members of Highly Compensated Employees as set forth in the
Plan prior to the Effective Date shall no longer apply.”


 


*   *  
*   *


 


IN WITNESS
WHEREOF, the Trust
has caused this First Amendment to be executed by its duly authorized officers
on this 16 day of December, 2002.


 

















 


	
   

  	
   

  	
  EQUITY
  RESIDENTIAL PROPERTIES

  TRUST

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Catherine M.
  Carraway

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President,
  Compensation & Benefits

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  	
   

  
						



 


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