0001193125-09-057691 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 18th, 2009 • Equity Residential • Real estate investment trusts • Illinois

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into as of March 13, 2009 by and between Equity Residential, a Maryland real estate investment trust (the “Company”), and Mark J. Parrell (the “Executive”).

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SIXTH AMENDED AND RESTATED ERP OPERATING LIMITED PARTNERSHIP AGREEMENT OF LIMITED PARTNERSHIP As of March 12, 2009
Equity Residential • March 18th, 2009 • Real estate investment trusts • Illinois

THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) has been executed and delivered as of the 12th day of March, 2009, by Equity Residential (the “General Partner” or the “Company”), a Maryland real estate investment trust, pursuant to Section 16 hereof, for itself and on behalf of those partnerships identified on Schedule A to this Agreement (each a “Zell Partner” and collectively, the “Zell Partners”); those entities identified on Schedule B to this Agreement (each a “Starwood Partner” and collectively, the “Starwood Partners”); and to the extent not included in Schedule A or B those additional persons and entities holding Partnership Interests (as hereinafter defined) in the Partnership from time to time as recorded in the books and records maintained by the General Partner (the “Additional Partners”) (the General Partner, the Zell Partners, the Starwood Partners and the Additional Partners, being each a “Partner” and collectively, the “Partners”).

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