Amendment to Equity Residential Supplemental Executive Retirement Plan (SERP)

Summary

This amendment, approved by Equity Residential and signed by its First Vice President of HR Operations, updates the company's Supplemental Executive Retirement Plan (SERP). The changes allow Trustees to include Restricted Shares as compensation and to defer ownership of these shares for grants made from June 2013 onward. However, employees cannot defer Restricted Shares granted on or after March 1, 2012. The amendment is effective as of November 1, 2012.

EX-10.34 2 exhibit1034.htm EX-10.34 Exhibit 10.34
Exhibit 10.34

AMENDMENT TO THE
EQUITY RESIDENTIAL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The undersigned, does hereby approve, for and on behalf of Equity Residential (the "Company"), the following amendments to the Equity Residential Supplemental Executive Retirement Plan (the “SERP”):
Premises

a.    The Company maintains the SERP.

b.    Section 10.1 of the SERP provides that the SERP may be amended in the sole discretion of the Company.

c.    The Company wishes to amend the SERP to allow Trustees to defer their LTC grants into the SERP.

Amendments

The Equity Residential Supplemental Executive Retirement Plan is amended effective November 1, 2012, as follows:

1.    Section 2.3 is amended to add the following at the end of the existing Section:

“Compensation for Eligible Trustees shall include Restricted Shares.”
2.    Section 4.2(a) is amended to read as follows:
(a)    Where an Eligible Employee or Eligible Trustee received a grant of a Restricted Share before March 1, 2012 and decided to defer the ownership of the Share when it became vested, such deferral shall be treated as a Share Deferral for purposes of this Plan. Notwithstanding anything in this Plan to the contrary, no Share Deferrals may be made by Eligible Employees with respect to any Restricted Shares granted on or after March 1, 2012. Eligible Trustees may defer the ownership of Restricted Shares effective for grants made in June 2013 and thereafter.

The foregoing actions are taken with the understanding that such actions are consistent with the intentions of the Company.

Date: February 1st, 2013
/s/ Catherine Carraway________  
Catherine Carraway, First Vice President
HR Operations


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