Exhibit 10.14


 


SECOND AMENDMENT


 


THE EQUITY RESIDENTIAL PROPERTIES TRUST

ADVANTAGE RETIREMENT SAVINGS PLAN


 


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


 


WHEREAS, the Company desires
to change the name of the Plan to reflect the revision that was made to the
Company’s name effective May 15, 2002, and to amend the Plan’s provisions
concerning minimum distributions as required by the issuance by the Internal
Revenue Service of final regulations under Section 401(a)(9) of the
Internal Revenue Code;


 


NOW, THEREFORE, the Company
hereby amends the Plan in the following particulars:


 


1.                                       Effective as of May 15, 2002,
Section 2.08 is hereby amended to read as follows;


 


“2.08                     Company shall mean Equity Residential, a Maryland real estate trust, and its
successors.  The Company shall be the
Plan Sponsor.”


 


2.                                       Effective as of May 15, 2002,
Section 2.27 is hereby amended to read as follows:


 


“2.27                     Plan shall mean The Equity Residential Advantage Retirement Savings Plan,
as in effect from time to time, including any amendment or restatement thereof.


 


3.                                       The following new Section 6.16 is hereby
added to the Plan effective January 1, 2003:


 


“6.16                     Special Distribution Rules.


 


(a)                                  The provisions of this Section 6.16
shall apply for purposes of determining required minimum distributions for
calendar years beginning with the 2003 calendar year.  The requirements of this Section will take precedence over
any inconsistent provisions of the Plan. 
All distributions required under this Article will be determined
and made in accordance with the Treasury Regulations under Code
Section 401(a)(9).


 


(b)                                 Time and Manner of Distribution.


 


(i)                                     Required
Beginning Date.  The Participant’s
entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s
Required Beginning Date.


 

















 


(ii)                                  Death of Participant Before Distributions
Begin.  If the Participant dies before distributions
begin the Participant’s entire interest will be distributed, or begin to be
distributed, no later than as follows:


 


(1)                                  If the Participant’s surviving spouse is the
Participant’s sole Designated Beneficiary, distributions to the surviving
spouse will begin by December 31 of the calendar year immediately
following the calendar year in which the Participant died or by
December 31 of the calendar year in which the Participant would have
attained age 70 1/2, if later.


 


(2)                                  If the Participant’s surviving spouse is not
the Participant’s sole Designated Beneficiary, distribution to a Designated
Beneficiary who is not the surviving spouse will be made by no later than
December 31 of the calendar year containing the fifth anniversary of the
Participant’s death.


 


(3)                                  If there is no Designated Beneficiary as of
September 30 of the year following the year of the Participant’s death,
the Participant’s entire interest will be distributed by December 31 of
the calendar year containing the fifth anniversary of the Participant’s death.


 


(4)                                  If the Participant’s surviving spouse is the
Participant’s sole Designated Beneficiary and the surviving spouse dies after the
Participant but before distributions to the surviving spouse begin, this
Section 6.16(b)(ii), other than Section 6.16(b)(ii)(1), will apply as
if the surviving spouse were the Participant.


 


For purposes of this
Section 6.16(b)(ii) and Section 6.16(d), unless
Section 6.16(b)(ii)(4) applies, distributions are considered to begin on
the Participant’s Required Beginning Date. 
If Section 6.16(b)(ii)(4) applies, distributions are considered to
begin on the date distributions are required to begin to the surviving spouse
under Section 6.16(b)(ii)(1).


 


(iii)                               Forms of Distribution. 
Unless the Participant’s interest is distributed in a single sum on or
before the Required Beginning Date, as of the first Distribution Calendar Year
distributions will be made in accordance with Sections 6.16(c) and 6.16(d).


 


(c)                                  Required Minimum Distributions During
Participant’s Lifetime.


 


(i)                                     Amount of Required Minimum Distribution For
Each Distribution Calendar Year.  During the Participant’s lifetime, the
minimum amount that will be distributed for each Distribution Calendar Year is
the lesser of:


 


(1)                                  the quotient obtained by dividing the
Participant’s Account Balance by the distribution period in the Uniform
Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations,
using 


 


2

















 


the Participant’s age as of
the Participant’s birthday in the Distribution Calendar Year; or


 


(2)                                  if the Participant’s sole Designated
Beneficiary for the Distribution Calendar Year is the Participant’s spouse, the
quotient obtained by dividing the Participant’s Account Balance by the number
in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of
the Treasury regulations, using the Participant’s and spouse’s attained ages as
of the Participant’s and spouse’s birthdays in the Distribution Calendar Year.


 


(ii)                                  Lifetime Required Minimum Distributions
Continue Through Year of Participant’s Death.  Required minimum
distributions will be determined under this Section 6.16(c) beginning with
the first Distribution Calendar Year and up to and including the Distribution
Calendar Year that includes the Participant’s date of death.


 


(d)                                 Required Minimum Distributions After
Participant’s Death.


 


(i)                                     Death On or After Date Distributions Begin.


 


(1)                                  Participant Survived by Designated
Beneficiary.  If the Participant dies on or after the date
distributions begin and there is a Designated Beneficiary, the minimum amount
that will be distributed for each Distribution Calendar Year after the year of
the Participant’s death is the quotient obtained by dividing the Participant’s
Account Balance by the longer of the remaining Life Expectancy of the
Participant or the remaining Life Expectancy of the Participant’s Designated
Beneficiary, determined as follows:


 


(A)                              The Participant’s remaining Life Expectancy
is calculated using the age of the Participant in the year of death, reduced by
one for each subsequent year.


 


(B)                                If the Participant’s surviving spouse is the
Participant’s sole Designated Beneficiary, the remaining Life Expectancy of the
surviving spouse is calculated for each Distribution Calendar Year after the
year of the Participant’s death using the surviving spouse’s age as of the
spouse’s birthday in that year.  For
Distribution Calendar Years after the year of the surviving spouse’s death, the
remaining Life Expectancy of the surviving spouse is calculated using the age
of the surviving spouse as of the spouse’s birthday in the calendar year of the
spouse’s death, reduced by one for each subsequent calendar year.


 


(C)                                If the Participant’s surviving spouse is not
the Participant’s sole Designated Beneficiary, the Designated Beneficiary’s


 


3

















 


remaining Life Expectancy is
calculated using the age of the beneficiary in the year of the Participant’s
death, reduced by one for each subsequent year.


 


(2)                                  No Designated Beneficiary.  If
the Participant dies on or after the date distributions begin and there is no
Designated Beneficiary as of September 30 of the year after the year of
the Participant’s death, the minimum amount that will be distributed for each
Distribution Calendar Year after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s Account Balance by the
Participant’s remaining Life Expectancy calculated using the age of the
Participant in the year of death, reduced by one for each subsequent year.


 


(ii)                                  Death Before Date Distributions Begin.


 


(1)                                  Participant Survived by Designated
Beneficiary.  If the Participant dies before the date
distributions begin and there is a Designated Beneficiary, the minimum amount
that will be distributed for each Distribution Calendar Year after the year of
the Participant’s death is the quotient obtained by dividing the Participant’s
Account Balance by the remaining Life Expectancy of the Participant’s
Designated Beneficiary, determined as provided in Section 6.16(d)(i).


 


(2)                                  No Designated Beneficiary.  If
the Participant dies before the date distributions begin and there is no
Designated Beneficiary as of September 30 of the year following the year
of the Participant’s death, distribution of the Participant’s entire interest
will be completed by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death.


 


(3)                                  Death of Surviving Spouse Before
Distributions to Surviving Spouse Are Required to Begin.  If
the Participant dies before the date distributions begin, the Participant’s
surviving spouse is the Participant’s sole Designated Beneficiary, and the
surviving spouse dies before distributions are required to begin to the
surviving spouse under Section 6.16(b)(ii)(1), this
Section 6.16(d)(ii) will apply as if the surviving spouse were the
Participant.


 


(e)                                  Definitions. 
The following definitions shall apply for purposes of this
Section 6.16:


 


(i)                                     ‘Designated Beneficiary’ means the individual
who is designated as the beneficiary under Section 6.13 and is the
designated beneficiary under Section 401(a)(9) of the Internal Revenue
Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.


 


4

















 


(ii)                                  ‘Distribution Calendar Year’ means a calendar
year for which a minimum distribution is required.  For distributions beginning before the Participant’s death, the
first Distribution Calendar Year is the calendar year immediately preceding the
calendar year which contains the Participant’s Required Beginning Date.  For distributions beginning after the Participant’s
death, the first Distribution Calendar Year is the calendar year in which
distributions are required to begin under Section 6.16(b)(ii).  The required minimum distribution for the
Participant’s first Distribution Calendar Year will be made on or before the
Participant’s Required Beginning Date. 
The required minimum distribution for other Distribution Calendar Years,
including the required minimum distribution for the Distribution Calendar Year
in which the Participant’s Required Beginning Date occurs, will be made on or
before December 31 of that Distribution Calendar Year.


 


(iii)                               ‘Life Expectancy’ means life expectancy as
computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the
Treasury regulations.


 


(iv)                              ‘Participant’s Account Balance’ means the
account balance as of the last valuation date in the calendar year immediately
preceding the Distribution Calendar Year (valuation calendar year) increased by
the amount of any contributions made and allocated or forfeitures allocated to
the account balance as of dates in the valuation calendar year after the
valuation date and decreased by distributions made in the valuation calendar
year after the valuation date.  The
account balance for the valuation calendar year includes any amounts rolled
over or transferred to the plan either in the valuation calendar year or in the
Distribution Calendar Year if distributed or transferred in the valuation
calendar year.


 


(v)                                 ‘Required Beginning Date’ means  the date specified in Section 6.07(h)
of the Plan.”


 


4.                                       Effective as of May 15, 2002, Section 9.07
is hereby amended to read as follows:


 


“9.07                     Agent for Service of Process.  The
agent for service of process of this Plan shall be the person listed from time
to time in the current records of the Secretary of State of Illinois as the
agent for the service of process for Equity Residential.”


 


*   *  
*   *


 


5

















 


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


 


 


	
   

  	
   

  	
  EQUITY RESIDENTIAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Catherine M. Carraway

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President, Compensation & Benefits

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  	
   

  
						



 


6