UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended MARCH 31, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-12252

EQUITY RESIDENTIAL

(Exact Name of Registrant as Specified in its Charter)

Maryland		13-3675988
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Two North Riverside Plaza, Chicago, Illinois		60606
(Address of Principal Executive Offices)		(Zip Code)

(312) 474-1300

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of Common Shares of Beneficial Interest, $0.01 par value, outstanding on March 31, 2008 was 270,502,249.

EQUITY RESIDENTIAL

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except for share amounts)

(Unaudited)

	March 31,			December 31,
	2008			2007
ASSETS
Investment in real estate
Land	$	3,613,965		$	3,607,305
Depreciable property	13,541,364			13,556,681
Projects under development	811,616			812,339
Land held for development	368,525			357,025
Investment in real estate	18,335,470			18,333,350
Accumulated depreciation	(3,245,919		)	(3,170,125		)
Investment in real estate, net	15,089,551			15,163,225

Cash and cash equivalents	502,649			50,831
Investments in unconsolidated entities	3,429			3,547
Deposits – restricted	216,213			253,276
Escrow deposits – mortgage	19,912			20,174
Deferred financing costs, net	57,325			56,271
Other assets	121,866			142,453
Total assets	$	16,010,945		$	15,689,777

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgage notes payable	$	4,096,357		$	3,605,971
Notes, net	5,767,075			5,763,762
Lines of credit	—			139,000
Accounts payable and accrued expenses	154,323			109,385
Accrued interest payable	78,697			124,717
Other liabilities	288,234			322,975
Security deposits	63,186			62,159
Distributions payable	141,379			141,244
Total liabilities	10,589,251			10,269,213

Commitments and contingencies
Minority Interests:
Operating Partnership	323,645			331,626
Preference Interests and Units	184			184
Partially Owned Properties	24,917			26,236
Total Minority Interests	348,746			358,046

Shareholders’ equity:
Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized; 1,980,975 shares issued and outstanding as of March 31, 2008 and 1,986,475 shares issued and outstanding as of December 31, 2007	209,524			209,662
Common Shares of beneficial interest, $0.01 par value; 1,000,000,000 shares authorized; 270,502,249 shares issued and outstanding as of March 31, 2008 and 269,554,661 shares issued and outstanding as of December 31, 2007	2,705			2,696
Paid in capital	4,279,587			4,266,538
Retained earnings	606,045			599,504
Accumulated other comprehensive loss	(24,913		)	(15,882		)
Total shareholders’ equity	5,072,948			5,062,518
Total liabilities and shareholders’ equity	$	16,010,945		$	15,689,777

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands except per share data)

(Unaudited)

	Quarter Ended March 31,
	2008			2007
REVENUES
Rental income	$	520,518		$	473,582
Fee and asset management	2,294			2,267
Total revenues	522,812			475,849

EXPENSES
Property and maintenance	137,491			126,781
Real estate taxes and insurance	55,925			52,420
Property management	21,168			24,842
Fee and asset management	2,183			2,341
Depreciation	146,598			138,932
General and administrative	12,481			9,369
Impairment	119			236
Total expenses	375,965			354,921

Operating income	146,847			120,928

Interest and other income	3,368			2,438
Interest:
Expense incurred, net	(117,247		)	(110,656		)
Amortization of deferred financing costs	(2,161		)	(2,221		)

Income before income and other taxes, allocation to Minority Interests, loss from investments in unconsolidated entities and discontinued operations	30,807			10,489
Income and other tax (expense) benefit	(2,898		)	(597		)
Allocation to Minority Interests:
Operating Partnership, net	(1,518		)	(94		)
Preference Interests and Units	(4		)	(223		)
Partially Owned Properties	(268		)	(592		)
Loss from investments in unconsolidated entities	(95		)	(229		)
Income from continuing operations, net of minority interests	26,024			8,754
Discontinued operations, net of minority interests	114,458			117,483
Net income	140,482			126,237
Preferred distributions	(3,633		)	(7,424		)
Net income available to Common Shares	$	136,849		$	118,813

Earnings per share – basic:
Income from continuing operations available to Common Shares	$	0.08		$	0.01
Net income available to Common Shares	$	0.51		$	0.41
Weighted average Common Shares outstanding	268,784			292,251

Earnings per share – diluted:
Income from continuing operations available to Common Shares	$	0.08		$	0.01
Net income available to Common Shares	$	0.51		$	0.40
Weighted average Common Shares outstanding	289,317			316,265

Distributions declared per Common Share outstanding	$	0.4825		$	0.4625

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

(Amounts in thousands except per share data)

(Unaudited)

	Quarter Ended March 31,
	2008			2007

Comprehensive income:

Net income	$	140,482		$	126,237
Other comprehensive income (loss) – derivative and other instruments:
Unrealized holding losses arising during the year	(9,544		)	(121		)
Losses reclassified into earnings from other comprehensive income	513			563
Comprehensive income	$	131,451		$	126,679

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Quarter Ended March 31,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	140,482		$	126,237
Adjustments to reconcile net income to net cash provided by operating activities:
Allocation to Minority Interests:
Operating Partnership	9,292			7,886
Preference Interests and Units	4			223
Partially Owned Properties	268			592
Depreciation	147,580			154,674
Amortization of deferred financing costs	2,161			2,564
Amortization of discounts and premiums on debt	(1,168		)	(1,396		)
Amortization of deferred settlements on derivative instruments	168			218
Impairment	175			236
Loss from investments in unconsolidated entities	95			229
Distributions from unconsolidated entities – return on capital	23			23
Net (gain) on sales of discontinued operations	(122,517		)	(111,946		)
Loss on debt extinguishments	—			141
Compensation paid with Company Common Shares	5,995			4,902

Changes in assets and liabilities:
(Increase) in deposits – restricted	(656		)	(746		)
Decrease in other assets	12,268			5,381
Increase in accounts payable and accrued expenses	40,778			16,496
(Decrease) in accrued interest payable	(46,020		)	(20,869		)
(Decrease) in other liabilities	(23,480		)	(20,147		)
Increase in security deposits	1,027			2,402
Net cash provided by operating activities	166,475			167,100

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions	(41,907		)	(677,058		)
Investment in real estate – development/other	(125,875		)	(79,926		)
Improvements to real estate	(40,744		)	(57,354		)
Additions to non-real estate property	(1,026		)	(1,738		)
Interest capitalized for real estate under development	(14,714		)	(7,866		)
Proceeds from disposition of real estate, net	284,289			280,592
Proceeds from disposition of unconsolidated entities	2,629			—
Decrease in deposits on real estate acquisitions, net	32,145			218,224
Decrease in mortgage deposits	262			2,102
Acquisition of Minority Interests – Partially Owned Properties	(20		)	—
Net cash provided by (used for) investing activities	95,039			(323,024		)

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

	Quarter Ended March 31,
	2008			2007
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan and bond acquisition costs	$	(3,686	)	$	(5,691	)
Mortgage notes payable:
Proceeds	563,101			33,559
Restricted cash	5,574			(14,611		)
Lump sum payoffs	(68,318		)	(135,611		)
Scheduled principal repayments	(6,213		)	(6,046		)
Prepayment premiums/fees	—			(141		)
Lines of credit:
Proceeds	841,000			4,052,000
Repayments	(980,000		)	(3,564,500		)
(Payments on) settlement of derivative instruments	(13,256		)	(29		)
Proceeds from sale of Common Shares	2,718			3,347
Proceeds from exercise of options	3,034			7,041
Common Shares repurchased and retired	(10,935		)	(142,754		)
Payment of offering costs	(8		)	(64		)
Contributions – Minority Interests – Partially Owned Properties	323			1,337
Distributions:
Common Shares	(130,113		)	(135,829		)
Preferred Shares	(3,635		)	(7,431		)
Preference Interests and Units	(4		)	(223		)
Minority Interests – Operating Partnership	(8,888		)	(9,217		)
Minority Interests – Partially Owned Properties	(390		)	(7,748		)
Net cash provided by financing activities	190,304			67,389
Net increase (decrease) in cash and cash equivalents	451,818			(88,535		)
Cash and cash equivalents, beginning of period	50,831			260,277
Cash and cash equivalents, end of period	$	502,649		$	171,742

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

	Quarter Ended March 31,
	2008				2007
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	164,289			$	134,013

Net cash (received) paid for income and other taxes	$	(526		)	$	77

Real estate acquisitions/dispositions/other:
Mortgage loans assumed	$	—			$	40,672

Mortgage loans (assumed) by purchaser	$	—			$	(4,845		)

Amortization of deferred financing costs:
Investment in real estate, net	$	(471		)	$	(77		)

Deferred financing costs, net	$	2,632			$	2,641

Amortization of discounts and premiums on debt:
Mortgage notes payable	$	(1,574		)	$	(1,563		)

Notes, net	$	406			$	167

Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(345		)	$	(345		)

Accumulated other comprehensive loss	$	513			$	563

Unrealized (gain) loss on derivative instruments:
Other assets	$	(4,935		)	$	67

Mortgage notes payable	$	3,390			$	1,550

Notes, net	$	2,907			$	867

Other liabilities	$	7,786			$	(2,310		)

Accumulated other comprehensive loss	$	(9,148		)	$	(174		)

(Payments on) settlement of derivative instruments:
Other assets	$		(39	)	$		(29	)

Other liabilities	$	(13,217		)	$	—

See accompanying notes

EQUITY RESIDENTIAL

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Business

Equity Residential (“EQR”), a Maryland real estate investment trust (“REIT”) formed in March 1993, is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top United States growth markets. EQR has elected to be taxed as a REIT.

EQR is the general partner of, and as of March 31, 2008 owned an approximate 93.8% ownership interest in, ERP Operating Limited Partnership, an Illinois limited partnership (the “Operating Partnership”). The Company is structured as an umbrella partnership REIT (“UPREIT”), under which all property ownership and business operations are conducted through the Operating Partnership and its subsidiaries. References to the “Company” include EQR, the Operating Partnership and those entities owned or controlled by the Operating Partnership and/or EQR.

As of March 31, 2008, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 565 properties in 24 states and the District of Columbia consisting of 149,769 units. The ownership breakdown includes (table does not include various uncompleted development properties):

	Properties	Units
Wholly Owned Properties	493	130,161
Partially Owned Properties:
Consolidated	27	5,431
Unconsolidated	44	10,446
Military Housing (Fee Managed)	1	3,731
	565	149,769

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and certain reclassifications considered necessary for a fair presentation have been included. Certain reclassifications have been made to the prior period financial statements in order to conform to the current year presentation. Operating results for the quarter ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

In preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

The balance sheet at December 31, 2007 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

For further information, including definitions of capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2007.

Income and Other Taxes

Due to the structure of the Company as a REIT and the nature of the operations of its operating properties, no provision for federal income taxes has been made at the EQR level. Historically, the Company has generally only incurred certain state and local income, excise and franchise taxes. The Company has elected Taxable REIT Subsidiary (“TRS”) status for certain of its corporate subsidiaries, primarily those entities engaged in condominium conversion and corporate housing activities and as a result, these entities will incur both federal and state income taxes on any taxable income of such entities.

Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates for which the temporary differences are expected to be recovered or settled. The effect of deferred tax assets and liabilities are recognized in earnings in the period enacted. The Company’s deferred tax assets are generally the result of tax affected amortization of goodwill, differing depreciable lives on capitalized assets and the timing of expense recognition for certain accrued liabilities. As of March 31, 2008, the Company has recorded a deferred tax asset of approximately $12.5 million, which was fully offset by a valuation allowance due to the uncertainty in forecasting future TRS taxable income.

Other

The Company adopted SFAS No. 123(R), Share-Based Payment , as required effective January 1, 2006. SFAS No. 123(R) requires all companies to expense share-based compensation (such as share options), as well as making other revisions to SFAS No. 123. As the Company began expensing all share-based compensation effective January 1, 2003, the adoption of SFAS No. 123(R) did not have a material effect on its consolidated statements of operations or financial position.

The Company adopted the disclosure provisions of SFAS No. 150 and FSP No. FAS 150-3, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, effective December 31, 2003. SFAS No. 150 and FSP No. FAS 150-3 require the Company to make certain disclosures regarding noncontrolling interests that are classified as equity in the financial statements of a subsidiary but would be classified as a liability in the parent’s financial statements under SFAS No. 150 (e.g., minority interests in consolidated limited-life subsidiaries). The Company is presently the controlling partner in various consolidated partnerships consisting of 27 properties and 5,431 units and various uncompleted development properties having a minority interest book value of $24.9 million at March 31, 2008. Some of these partnerships contain provisions that require the partnerships to be liquidated through the sale of its assets upon reaching a date specified in each respective partnership agreement. The Company, as controlling partner, has an obligation to cause the property owning partnerships to distribute proceeds of liquidation to the Minority Interests in these Partially Owned Properties only to the extent that the net proceeds received by the partnerships from the sale of its assets warrant a distribution based on the partnership agreements. As of March 31, 2008, the Company estimates the value of Minority Interest distributions would have been approximately $114.4 million (“Settlement Value”) had the partnerships been liquidated. This Settlement Value is based on estimated third party consideration realized by the partnerships upon disposition of the Partially Owned Properties and is net of all other assets and liabilities, including yield maintenance on the mortgages encumbering the properties, that would have been due on March 31, 2008 had those mortgages been prepaid. Due to, among other things, the inherent uncertainty in the sale of real estate assets, the amount of any potential distribution to the Minority Interests in the Company’s Partially Owned Properties is subject to change. To the extent that the partnerships’ underlying assets are worth less than the underlying

liabilities, the Company has no obligation to remit any consideration to the Minority Interests in Partially Owned Properties.

In July 2006, the FASB ratified the consensus in FIN No. 48, Accounting for Uncertainty in Income Taxes . FIN No. 48 creates a single model to address uncertainty in income tax positions and prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition and clearly scopes income taxes out of SFAS No. 5, Accounting for Contingencies . The Company adopted FIN No. 48 as required effective January 1, 2007. The adoption of FIN No. 48 did not have a material effect on the consolidated results of operations or financial position.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements . SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosure about fair value measurements. The Company adopted SFAS No. 157 as required effective January 1, 2008. The adoption of SFAS No. 157 did not have a material effect on the consolidated results of operations or financial position. See Note 11 in the Notes to Consolidated Financial Statements for further discussion.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities . SFAS No. 159 provides a “Fair Value Option” under which a company may irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial instruments. The Fair Value Option will be available on a contract-by-contract basis with changes in fair value recognized in earnings as those changes occur. SFAS No. 159 is effective beginning January 1, 2008, but the Company has decided not to adopt this optional standard.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations . SFAS No. 141(R) will significantly change the accounting for business combinations. Under SFAS No. 141(R), an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141(R) will change the accounting treatment for certain specific acquisition related items including: (1) expensing acquisition related costs as incurred; (2) valuing noncontrolling interests at fair value at the acquisition date; and (3) expensing restructuring costs associated with an acquired business. SFAS No. 141(R) also includes a substantial number of new disclosure requirements. SFAS No. 141(R) is to be applied prospectively to business combinations for which the acquisition date is on or after January 1, 2009. We expect SFAS No. 141(R) will have an impact on our accounting for future business combinations once adopted, but we are currently assessing the impact it will have on the consolidated results of operations and financial position.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements . SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary (minority interest) is an ownership interest in the consolidated entity that should be reported as equity in the Consolidated Financial Statements and separate from the parent company’s equity. Among other requirements, this statement requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the Consolidated Statements of Operations, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. This statement is effective for the Company on January 1, 2009. The Company is currently evaluating the impact SFAS No. 160 will have on its consolidated results of operations and financial position.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133 . SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to

enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. Among other requirements, entities are required to provide enhanced disclosures about: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS No. 161 is effective for the Company on January 1, 2009. The Company is currently evaluating the impact SFAS No. 161 will have on its consolidated financial statements.

3. Shareholders’ Equity and Minority Interests

The following tables present the changes in the Company’s issued and outstanding Common Shares and OP Units for the quarter ended March 31, 2008:

	2008
Common Shares
Common Shares outstanding at January 1,	269,554,661

Common Shares Issued:
Conversion of Series E Preferred Shares	5,007
Conversion of Series H Preferred Shares	1,448
Conversion of OP Units	419,297
Exercise of options	113,758
Employee Share Purchase Plan	83,911
Restricted share grants, net	495,328

Common Shares Other:
Repurchased and retired	(171,161	)

Common Shares outstanding at March 31,	270,502,249

OP Units
OP Units outstanding at January 1,	18,420,320
Conversion of OP Units to Common Shares	(419,297	)
OP Units outstanding at March 31,	18,001,023
Total Common Shares and OP Units outstanding at March 31,	288,503,272
OP Units Ownership Interest in Operating Partnership	6.2	%

During the quarter ended March 31, 2008, the Company repurchased 171,161 of its Common Shares at an average price of $36.78 per share for total consideration of $6.3 million. These shares were retired subsequent to the repurchases. Of the total shares repurchased, 71,161 shares were repurchased from employees at an average price of $38.25 per share (the average of the then current market prices) to cover the minimum statutory tax withholding obligations related to the vesting of employees’ restricted shares. The remaining 100,000 shares were repurchased in the open market at an average price of $35.74 per share. The Company also funded $4.6 million in January 2008 for the settlement of 125,000 Common Shares that were repurchased in December 2007 and recorded as other liabilities at December 31, 2007. EQR has authorization to repurchase an additional $469.3 million of its shares as of March 31, 2008.

The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units are collectively referred to as the “Minority Interests – Operating Partnership”. Subject to certain restrictions, the Minority Interests – Operating Partnership may exchange their OP Units for EQR Common Shares on a one-for-one basis.

Net proceeds from the Company’s Common Share and Preferred Share (see definition below) offerings are contributed by the Company to the Operating Partnership. In return for those contributions, EQR receives a number of OP Units in the Operating Partnership equal to the number of Common Shares it has issued in the equity offering (or in the case of a preferred equity offering, a number of preference units in the Operating

Partnership equal in number and having the same terms as the Preferred Shares issued in the equity offering). As a result, the net offering proceeds from Common Shares and Preferred Shares are allocated between shareholders’ equity and Minority Interests – Operating Partnership to account for the change in their respective percentage ownership of the underlying equity of the Operating Partnership.

The Company’s declaration of trust authorizes the Company to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share (the “Preferred Shares”), with specific rights, preferences and other attributes as the Board of Trustees may determine, which may include preferences, powers and rights that are senior to the rights of holders of the Company’s Common Shares.

The following table presents the Company’s issued and outstanding Preferred Shares as of March 31, 2008 and December 31, 2007:

					Amounts in thousands
			Annual
	Redemption	Conversion	Dividend per		March 31,		December 31,
	Date (1) (2)	Rate (2)	Share (3)		2008		2007
Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized:

7.00% Series E Cumulative Convertible Preferred; liquidation value $25 per share; 357,616 and 362,116 shares issued and outstanding at March 31, 2008 and December 31, 2007, respectively	11/1/98	1.1128	$	1.75	$	8,940	$	9,053

7.00% Series H Cumulative Convertible Preferred; liquidation value $25 per share; 23,359 and 24,359 shares issued and outstanding at March 31, 2008 and December 31, 2007, respectively	6/30/98	1.4480	$	1.75	584		609

8.29% Series K Cumulative Redeemable Preferred; liquidation value $50 per share; 1,000,000 shares issued and outstanding at March 31, 2008 and December 31, 2007	12/10/26	N/A	$	4.145	50,000		50,000

6.48% Series N Cumulative Redeemable Preferred; liquidation value $250 per share; 600,000 shares issued and outstanding at March 31, 2008 and December 31, 2007 (4)	6/19/08	N/A	$	16.20	150,000		150,000
					$	209,524	$	209,662

(1)		On or after the redemption date, redeemable preferred shares (Series K and N) may be redeemed for cash at the option of the Company, in whole or in part, at a redemption price equal to the liquidation price per share, plus accrued and unpaid distributions, if any.

(2)		On or after the redemption date, convertible preferred shares (Series E & H) may be redeemed under certain circumstances at the option of the Company for cash (in the case of Series E) or Common Shares (in the case of Series H), in whole or in part, at various redemption prices per share based upon the contractual conversion rate, plus accrued and unpaid distributions, if any.

(3)		Dividends on all series of Preferred Shares are payable quarterly at various pay dates. The dividend listed for Series N is a Preferred Share rate and the equivalent Depositary Share annual dividend is $1.62 per share.

(4)		The Series N Preferred Shares have a corresponding depositary share that consists of ten times the number of shares and one-tenth the liquidation value and dividend per share.

The following table presents the Operating Partnership’s issued and outstanding Junior Convertible Preference Units (the “Junior Preference Units”) as of March 31, 2008 and December 31, 2007:

					Amounts in thousands
			Annual
	Redemption	Conversion	Dividend		March 31,		December 31,
	Date (2)	Rate (2)	per Unit (1)		2008		2007
Junior Preference Units:

Series B Junior Convertible Preference Units; liquidation value $25 per unit; 7,367 units issued and outstanding at March 31, 2008 and December 31, 2007	7/29/09	1.020408	$	2.00	$	184	$	184
					$	184	$	184

(1) Dividends on the Junior Preference Units are payable quarterly at various pay dates.

(2) On or after the tenth anniversary of the issuance (the “Redemption Date”), the Series B Junior Preference Units may be converted into OP Units at the option of the Operating Partnership based on the contractual conversion rate. Prior to the Redemption Date, the holders may elect to convert the Series B Junior Preference Units to OP Units under certain circumstances based on the contractual conversion rate. The contractual rate is based upon a ratio dependent upon the closing price of EQR’s Common Shares.

4. Real Estate

The following table summarizes the carrying amounts for investment in real estate (at cost) as of March 31, 2008 and December 31, 2007 (amounts in thousands):

	March 31, 2008			December 31, 2007
Land	$	3,613,965		$	3,607,305
Depreciable property:
Buildings and improvements	12,645,555			12,665,706
Furniture, fixtures and equipment	895,809			890,975
Projects under development:
Land	196,554			210,414
Construction-in-progress	615,062			601,925
Land held for development:
Land	313,275			311,675
Construction-in-progress	55,250			45,350
Investment in real estate	18,335,470			18,333,350
Accumulated depreciation	(3,245,919		)	(3,170,125		)
Investment in real estate, net	$	15,089,551		$	15,163,225

During the quarter ended March 31, 2008, the Company acquired the entire equity interest in the following from unaffiliated parties (purchase price in thousands):

			Purchase
	Properties	Units	Price
Rental Properties	2	171	$	41,863

The Company also acquired all of its partners’ interests in one partially owned property containing 144 units for $5.9 million and two partially owned land parcels for $1.6 million.

During the quarter ended March 31, 2008, the Company disposed of the following to unaffiliated parties (sales price in thousands):

	Properties	Units	Sales Price
Rental Properties	15	3,317	$	271,643
Condominium Conversion Properties	2	41	9,445
	17	3,358	$	281,088

The Company recognized a net gain on sales of discontinued operations of approximately $122.5 million on the above sales.

5. Commitments to Acquire/Dispose of Real Estate

As of May 1, 2008, the Company had entered into separate agreements to acquire the following (purchase price in thousands):

	Properties/		Purchase
	Parcels	Units	Price
Operating Properties	1	304	$	43,779
Land Parcels	5	—	153,122
Total	6	304	$	196,901

As of May 1, 2008, in addition to the property that was subsequently disposed of as discussed in Note 16, the Company had entered into separate agreements to dispose of the following (sales price in thousands):

	Properties/
	Parcels	Units	Sales Price
Operating Properties	16	4,999	$	486,086
Land Parcels	1	—	3,300
Total	17	4,999	$	489,386

The closings of these pending transactions are subject to certain conditions and restrictions, therefore, there can be no assurance that these transactions will be consummated or that the final terms will not differ in material respects from those summarized in the preceding paragraphs.

6. Investments in Partially Owned Entities

The Company has co-invested in various properties with unrelated third parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated). The following table summarizes the Company’s investments in partially owned entities as of March 31, 2008 (amounts in thousands except for project and unit amounts):

	Consolidated										Unconsolidated
	Development Projects
	Held for		Completed,		Completed						Institutional
	and/or Under		Not		and						Joint
	Development		Stabilized (4)		Stabilized		Other		Total		Ventures
Total projects (1)	—		1		5		21		27		44

Total units (1)	—		132		1,405		3,894		5,431		10,446

Debt – Secured (2):
EQR Ownership (3)	$	421,755	$	28,260	$	141,206	$	289,135	$	880,356	$	121,200
Minority Ownership	—		—		—		13,321		13,321		363,600

Total (at 100%)	$	421,755	$	28,260	$	141,206	$	302,456	$	893,677	$	484,800

(1) Project and unit counts exclude all uncompleted development projects until those projects are substantially completed.

(2) All debt is non-recourse to the Company with the exception of $68.7 million in mortgage bonds on various development projects.

(3) Represents the Company’s current economic ownership interest.

(4) Projects included here are substantially complete. However, they may still require additional exterior and interior work for all units to be available for leasing.

7. Deposits – Restricted

The following table presents the restricted deposits as of March 31, 2008 and December 31, 2007 (amounts in thousands):

	March 31,		December 31,
	2008		2007

Tax–deferred (1031) exchange proceeds	$	30,200	$	63,795
Earnest money on pending acquisitions	4,500		3,050
Restricted deposits on debt (1)	127,917		133,491
Resident security and utility deposits	39,595		39,889
Other	14,001		13,051

Totals	$	216,213	$	253,276

(1) Primarily represents amounts held in escrow by the lender and released as draw requests are made on fully funded development mortgage loans.

8. Mortgage Notes Payable

As of March 31, 2008, the Company had outstanding mortgage debt of approximately $4.1 billion.

During the quarter ended March 31, 2008, the Company:

· Repaid $74.5 million of mortgage loans;

· Obtained $500.0 million of mortgage loan proceeds through the issuance of an 11.5 year cross-collateralized loan with a fixed stated interest rate for 10.5 years at 5.19% secured by 13 properties; and

· Obtained an additional $63.1 million of new mortgage loans on certain other properties.

As of March 31, 2008, scheduled maturities for the Company’s outstanding mortgage indebtedness were at various dates through September 1, 2045. At March 31, 2008, the interest rate range on the Company’s mortgage debt was 1.40% to 12.465%. During the quarter ended March 31, 2008, the weighted average interest rate on the Company’s mortgage debt was 5.23%.

9. Notes

As of March 31, 2008, the Company had outstanding unsecured notes of approximately $5.8 billion. There were no significant transactions during the quarter ended March 31, 2008.

As of March 31, 2008, scheduled maturities for the Company’s outstanding notes were at various dates through 2029. At March 31, 2008, the interest rate range on the Company’s notes was 3.85% to 7.57%. During the quarter ended March 31, 2008, the weighted average interest rate on the Company’s notes was 5.60%.

10. Lines of Credit

T he Operating Partnership has an unsecured revolving credit facility with potential borrowings of up to $1.5 billion maturing on February 28, 2012, with the ability to increase available borrowings by an additional $500.0 million by adding additional banks to the facility or obtaining the agreement of existing banks to increase their commitments. Advances under the credit facility bear interest at variable rates based upon LIBOR at various interest periods plus a spread dependent upon the Operating Partnership’s credit rating or based on bids received from the lending group. EQR has guaranteed the Operating Partnership’s credit facility up to the maximum amount and for the full term of the facility.

As of March 31, 2008, no amounts were outstanding and $77.5 million was restricted (dedicated to support letters of credit and not available for borrowing) on the credit facility. During the quarter ended March 31, 2008, the weighted average interest rate under the credit facility was 4.29%.

11. Derivative and Other Fair Value Instruments

The following table summarizes the consolidated derivative instruments at March 31, 2008 (dollar amounts are in thousands):

				Forward			Development
	Fair Value			Starting			Cash Flow
	Hedges (1)			Swaps (2)			Hedges (3)
Current Notional Balance	$	370,000		$	100,000		$	143,707
Lowest Possible Notional	$	370,000		$	100,000		$	45,106
Highest Possible Notional	$	370,000		$	100,000		$	283,664
Lowest Interest Rate	3.245		%	4.573		%	4.928		%
Highest Interest Rate	3.787		%	4.716		%	6.000		%
Earliest Maturity Date	2009			2019			2009
Latest Maturity Date	2009			2019			2010
Estimated Asset (Liability) Fair Value	$	4,982		$	(1,696	)	$	(3,484	)

(1)	Fair Value Hedges – Converts outstanding fixed rate debt to a floating interest rate.
(2)	Forward Starting Swaps – Designed to partially fix the interest rate in advance of a planned future debt issuance.
(3)	Development Cash Flow Hedges – Converts outstanding floating rate debt to a fixed interest rate.

On March 31 , 2008, the net derivative instruments were reported at their fair value as other liabilities of approximately $5.2 million and other assets of $5.0 million. As of March 31 , 2008, there were approximately $25.1 million in deferred losses, net, included in accumulated other comprehensive loss. Based on the estimated fair values of the net derivative instruments at March 31 , 2008, the Company may recognize an estimated $5.7 million of accumulated other comprehensive loss as additional interest expense during the twelve months ending March 31, 2009.

In February 2008, the Company paid approximately $13.2 million to terminate three forward starting swaps in conjunction with the issuance of a $500.0 million 11.5 year mortgage loan. The entire amount has been deferred as a component of accumulated other comprehensive loss and will be recognized as an increase to interest expense over the first ten years of the mortgage loan.

SFAS No. 157 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:

· Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

· Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

· Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company’s derivative positions are valued using models developed by the respective counterparty as well as models developed internally by the Company that use as their basis readily observable market parameters (such as forward yield curves and credit default swap data) and are classified within Level 2 of the valuation hierarchy. In addition, employee holdings other than EQR Common Shares within the supplemental executive retirement plan (the “SERP”) have a fair value of $54.7 million as of March 31, 2008 and are included in other assets and other liabilities on the consolidated balance sheet. These SERP investments are valued using quoted market prices for identical assets and are classified within Level 1 of the valuation hierarchy.

12. Earnings Per Share

The following tables set forth the computation of net income per share – basic and net income per share – diluted (amounts in thousands except per share amounts):

	Quarter Ended March 31,
	2008			2007
Numerator for net income per share – basic:
Income from continuing operations, net of minority interests	$	26,024		$	8,754
Preferred distributions	(3,633		)	(7,424		)

Income from continuing operations available to Common Shares, net of minority interests	22,391			1,330
Discontinued operations, net of minority interests	114,458			117,483

Numerator for net income per share – basic	$	136,849		$	118,813

Numerator for net income per share – diluted:
Income from continuing operations, net of minority interests	$	26,024		$	8,754
Preferred distributions	(3,633		)	(7,424		)
Effect of dilutive securities:
Allocation to Minority Interests – Operating Partnership, net	1,518			94

Income from continuing operations available to Common Shares	23,909			1,424
Discontinued operations	122,232			125,275

Numerator for net income per share – diluted	$	146,141		$	126,699

Denominator for net income per share – basic and diluted:
Denominator for net income per share – basic	268,784			292,251
Effect of dilutive securities:
OP Units	18,295			19,446
Share options/restricted shares	2,238			4,568

Denominator for net income per share – diluted	289,317			316,265

Net income per share – basic	$	0.51		$	0.41

Net income per share – diluted	$	0.51		$	0.40

	Quarter Ended March 31,
	2008		2007
Net income per share – basic:
Income from continuing operations available to Common Shares, net of minority interests	$	0.083	$	0.005
Discontinued operations, net of minority interests	0.426		0.402

Net income per share – basic	$	0.509	$	0.407

Net income per share – diluted:
Income from continuing operations available to Common Shares	$	0.083	$	0.005
Discontinued operations	0.422		0.396

Net income per share – diluted	$	0.505	$	0.401

Convertible preferred shares/units that could be converted into 444,474 and 853,151 weighted average Common Shares for the quarters ended March 31, 2008 and 2007, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effects would be anti-dilutive. In addition, the effect of the Common Shares that could ultimately be issued upon the conversion/exchange of the Operating Partnership’s $650.0 million exchangeable senior notes was not included in the computation of diluted earnings per share because the effects would be anti-dilutive.

13. D iscontinued Operations

The Company has presented separately as discontinued operations in all periods the results of operations for all consolidated assets disposed of on or after January 1, 2002 (the date of adoption of SFAS No. 144), all operations related to condominium conversion properties effective upon their respective transfer into a TRS and all properties held for sale, if any.

The components of discontinued operations are outlined below and include the results of operations for the respective periods that the Company owned such assets during the quarters ended March 31, 2008 and 2007 (amounts in thousands).

	Quarter Ended March 31,
	2008			2007

REVENUES
Rental income	$	5,330		$	58,065
Total revenues	5,330			58,065

EXPENSES (1)
Property and maintenance	4,124			19,284
Real estate taxes and insurance	637			7,766
Property management	(26		)	203
Depreciation	982			15,742
General and administrative	3			2
Impairment	56			—
Total expenses	5,776			42,997

Discontinued operating (loss) income	(446		)	15,068

Interest and other income	(17		)	93
Interest (2):
Expense incurred, net	(22		)	(1,310		)
Amortization of deferred financing costs	—			(343		)
Income and other tax benefit (expense)	200			(179		)

Discontinued operations	(285		)	13,329
Minority Interests – Operating Partnership	18			(829		)

Discontinued operations, net of minority interests	(267		)	12,500

Net gain on sales of discontinued operations	122,517			111,946
Minority Interests – Operating Partnership	(7,792		)	(6,963		)
Gain on sales of discontinued operations, net of minority interests	114,725			104,983

Discontinued operations, net of minority interests	$	114,458		$	117,483

(1) Includes expenses paid in the current period for properties sold or held for sale in prior periods related to the Company’s period of ownership.

(2) Includes only interest expense specific to secured mortgage notes payable for properties sold and/or held for sale.

For the properties sold during the quarter ended March 31, 2008 (excluding condominium conversion properties), the investment in real estate, net of accumulated depreciation balance at December 31, 2007 was $147.9 million.

The net real estate basis of the Company’s condominium conversion properties owned by the TRS and included in discontinued operations (excludes one of the Company’s halted conversions as it is now held for use), which were included in investment in real estate, net in the consolidated balance sheets, was $108.0 million and $87.2 million at March 31, 2008 and December 31, 2007, respectively.

14. Commitments and Contingencies

The Company, as an owner of real estate, is subject to various Federal, state and local environmental laws. Compliance by the Company with existing laws has not had a material adverse effect on the Company. However, the Company cannot predict the impact of new or changed laws or regulations on its current properties or on properties that it may acquire in the future.

the Fair Housing Act and Americans with Disabilities Act. The suit seeks actual and punitive damages, injunctive relief (including modification of non-compliant properties), costs and attorneys’ fees. The Company believes it has a number of viable defenses, including that a majority of the named properties were completed before the operative dates of the statutes in question and/or were not designed or built by the Company. Accordingly, the Company is defending the suit vigorously. Due to the pendency of the Company’s defenses and the uncertainty of many other critical factual and legal issues, it is not possible to determine or predict the outcome of the suit and as a result, no amounts have been accrued at March 31, 2008. While no assurances can be given, the Company does not believe that the suit, if adversely determined, would have a material adverse effect on the Company.

The Company does not believe there is any other litigation pending or threatened against it that, individually or in the aggregate, reasonably may be expected to have a material adverse effect on the Company.

During the years ended December 31, 2005 and 2004, the Company established a reserve and recorded a corresponding expense, net of insurance receivables, for estimated uninsured property damage at certain of its properties caused by various hurricanes in each respective year. During the quarter ended March 31, 2008, the Company received the remaining accrued receivable of $1.8 million. As of March 31, 2008, the remaining reserve balance is $0.7 million and is included in other liabilities on the consolidated balance sheets.

As of March 31, 2008, the Company has 13 projects totaling 4,484 units in various stages of development with estimated completion dates ranging through June 30, 2011. Some of the projects are developed solely by the Company, while others are co-developed with various third party development partners. The development venture agreements with partners are primarily deal-specific, with differing terms regarding profit-sharing, equity contributions, returns on investment, buy-sell agreements and other customary provisions. The partner is most often the “general” or “managing” partner of the development venture. The typical buy-sell arrangements contain appraisal rights and provisions that provide the right, but not the obligation, for the Company to acquire the partner’s interest in the project at fair market value upon the expiration of a negotiated time period (typically two to five years after substantial completion of the project). However, the buy-sell provisions with one partner covering three projects does require the Company to purchase the partner’s interest in the projects at fair market value five years following the receipt of the final certificate of occupancy on the last developed property (in Q1 2009).

15. Reportable Segments

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by senior management. Senior management decides how resources are allocated and assesses performance on a monthly basis.

The Company’s primary business is owning, managing, and operating multifamily residential properties, which include the generation of rental and other related income through the leasing of apartment units to residents. Senior management evaluates the performance of each of our apartment communities individually and geographically, and both on a same store and non-same store basis; however, each of our apartment communities generally has similar economic characteristics, residents, products and services. The Company’s operating segments have been aggregated by geography in a manner identical to that which is provided to its chief operating decision maker.

The Company’s fee and asset management, development (including FIN No. 46 partially owned properties), condominium conversion and corporate housing (Equity Corporate Housing or “ECH”) activities are immaterial and do not individually meet the threshold requirements of a reportable segment as provided for in SFAS No. 131 and as such, have been aggregated in the tables presented below.

All revenues are from external customers and there is no customer who contributed 10% or more of the Company’s total revenues during the quarters ended March 31, 2008 and 2007, respectively.

The primary financial measure for the Company’s rental real estate segment is net operating income (“NOI”), which represents rental income less: 1) property and maintenance expense; 2) real estate taxes and insurance expense; and 3) property management expense (all as reflected in the accompanying consolidated statements of operations). The Company believes that NOI is helpful to investors as a supplemental measure of the operating performance of a real estate company because it is a direct measure of the actual operating results of the Company’s apartment communities. Current year NOI is compared to prior year NOI and current year budgeted NOI as a measure of financial performance. The following table presents NOI for each segment from our rental real estate specific to continuing operations for the quarters ended March 31, 2008 and 2007, respectively, as well as total assets for the quarter ended March 31, 2008 (amounts in thousands):

	Quarter Ended March 31, 2008
	Northeast		Northwest		Southeast		Southwest		Other (3)			Total
Rental income:
Same store (1)	$	128,955	$	95,320	$	97,753	$	126,484	$	—		$	448,512
Non-same store/other (2) (3)	16,764		7,684		14,238		7,659		25,661			72,006
Total rental income	145,719		103,004		111,991		134,143		25,661			520,518

Operating expenses:
Same store (1)	50,017		33,616		40,118		44,140		—			167,891
Non-same store/other (2) (3)	7,369		3,571		6,140		3,589		26,024			46,693
Total operating expenses	57,386		37,187		46,258		47,729		26,024			214,584

NOI:
Same store (1)	78,938		61,704		57,635		82,344		—			280,621
Non-same store/other (2) (3)	9,395		4,113		8,098		4,070		(363		)	25,313
Total NOI	$	88,333	$	65,817	$	65,733	$	86,414	$	(363	)	$	305,934

Total assets	$	4,581,924	$	2,748,192	$	3,015,852	$	3,185,010	$	2,479,967		$	16,010,945

(1) Same store includes properties owned for all of both periods ending March 31, 2008 and March 31, 2007 which represented 121,826 units.

(2) Non-same store includes properties acquired after January 1, 2007.

(3) Other includes ECH, development, condominium conversion overhead of $0.7 million and other corporate operations. Also reflects a $3.2 million elimination of rental income recorded in Northeast, Northwest, Southeast and Southwest operating segments related to ECH.

	Quarter Ended March 31, 2007
	Northeast		Northwest		Southeast		Southwest		Other (3)			Total
Rental income:
Same store (1)	$	124,047	$	89,030	$	97,699	$	122,575	$	—		$	433,351
Non-same store/other (2) (3)	6,702		874		9,565		3,280		19,810			40,231
Total rental income	130,749		89,904		107,264		125,855		19,810			473,582

Operating expenses:
Same store (1)	47,741		33,580		39,714		44,184		—			165,219
Non-same store/other (2) (3)	4,279		405		3,307		1,920		28,913			38,824
Total operating expenses	52,020		33,985		43,021		46,104		28,913			204,043

NOI:
Same store (1)	76,306		55,450		57,985		78,391		—			268,132
Non-same store/other (2) (3)	2,423		469		6,258		1,360		(9,103		)	1,407
Total NOI	$	78,729	$	55,919	$	64,243	$	79,751	$	(9,103	)	$	269,539

(1) Same store includes properties owned for all of both periods ending March 31, 2008 and March 31, 2007 which represented 121,826 units.

(2) Non-same store includes properties acquired after January 1, 2007.

(3) Other includes ECH, development, condominium conversion overhead of $1.2 million and other corporate operations. Also reflects a $4.2 million elimination of rental income recorded in Northeast, Northwest, Southeast and Southwest operating segments related to ECH.

Note: Markets included in the above geographic segments are as follows:

(a) Northeast – New England (excluding Boston), Boston, New York Metro, DC Northern Virginia and Suburban Maryland.

(b) Northwest – Central Valley, Denver, Portland, San Francisco Bay Area and Seattle/Tacoma.

(d) Southwest – Albuquerque, Austin, Dallas/Ft. Worth, Inland Empire, Los Angeles, Minneapolis/St. Paul, Orange County, Phoenix, San Diego and Tulsa.

The following table presents a reconciliation of NOI from our rental real estate specific to continuing operations for the quarters ended March 31 , 2008 and 2007, respectively (amounts in thousands):

	Quarter Ended March 31,
	2008			2007

Rental income	$	520,518		$	473,582
Property and maintenance expense	(137,491		)	(126,781		)
Real estate taxes and insurance expense	(55,925		)	(52,420		)
Property management expense	(21,168		)	(24,842		)
Total operating expenses	(214,584		)	(204,043		)
Net operating income	$	305,934		$	269,539

16. Subsequent Events/Other

Subsequent Events

Subsequent to March 31 , 2008 and through May 1, 2008, the Company s old one apartment property consisting of 115 units for $12.3 million (excluding condominium units).

Other

The Company incurred impairment losses of approximately $0.2 million (including discontinued operations) for both the quarters ended March 31, 2008 and 2007 related to the write-off of various pursuit and out-of-pocket costs for terminated acquisition, disposition (including halted condominium conversions) and development transactions.

During the quarter ended March 31, 2008, the Company received $0.4 million for the settlement of insurance litigation claims from 2000 through 2002 and $0.2 million for a breach of contract claim against the former owner of a property, both of which were recorded as interest and other income. In addition, the Company recognized $0.3 million of forfeited deposits for various terminated transactions, which are included in interest and other income.

During the quarter ended March 31, 2008, the Company recorded approximately $0.2 million and $1.7 million of additional property management expense and general and administrative expense, respectively, related to cash severance for various employees.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

For further information including definitions for capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2007.

Forward-looking Statements

Forward-looking statements in this report are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, projections and assumptions made by management. While the Company’s management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks, which could cause actual results, performance, or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Many of these uncertainties and risks are difficult to predict and beyond management’s control. Forward-looking statements are not guarantees of future performance, results or events. The Company assumes no obligation to update or supplement forward-looking statements because of subsequent events. Factors that might cause such differences include, but are not limited to the following:

· We intend to actively acquire and develop multifamily properties for rental operations and/or conversion into condominiums, as well as upgrade and sell existing properties as individual condominiums. We may underestimate the costs necessary to bring an acquired or development property up to standards established for its intended market position. Additionally, we expect that other major real estate investors with significant capital will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development efforts. This competition may increase prices for multifamily properties or decrease the price at which we expect to sell individual properties. We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms. We also plan to develop more properties ourselves in addition to co-investing with our development partners for either the rental or condominium market, depending on opportunities in each submarket. This may increase the overall level of risk associated with our developments. The total number of development units, cost of development and estimated completion dates are subject to uncertainties arising from changing economic conditions (such as the cost of labor and construction materials), competition and local government regulation;

· Sources of capital to the Company or labor and materials required for maintenance, repair, capital expenditure or development are more expensive than anticipated;

· Occupancy levels and market rents may be adversely affected by national and local economic and market conditions including, without limitation, new construction of multifamily housing, slow employment growth, availability of low interest mortgages for single-family home buyers and the potential for geopolitical instability, all of which are beyond the Company’s control; and

· Additional factors as discussed in Part I of the Annual Report on Form 10-K, particularly those under “Risk Factors”.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Forward-looking statements and related uncertainties are also included in Notes 5 and 11 in the Notes to Consolidated Financial Statements in this report.

Overview

Equity Residential (“EQR”), a Maryland real estate investment trust (“REIT”) formed in March

1993, is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top United States growth markets. EQR has elected to be taxed as a REIT.

The Company is one of the largest publicly traded real estate companies and is the largest publicly traded owner of multifamily properties (based on the aggregate market value of its outstanding Common Shares, the number of apartment units wholly owned and total revenues earned). The Company’s corporate headquarters are located in Chicago, Illinois and the Company also operates approximately 35 property management offices throughout the United States. The Company has approximately 4,700 employees who provide real estate operations, leasing, legal, financial, accounting, acquisition, disposition, development and other support functions.

Business Objectives and Operating Strategies

The Company seeks to maximize current income, capital appreciation of each property and the total return for its shareholders. The Company’s strategy for accomplishing these objectives includes:

· Leveraging our size and scale in four critical ways:

· Investing in apartment communities located in strategically targeted markets, to maximize our total return on an enterprise level;

· Meeting the needs of our residents by offering a wide array of product choices and a commitment to service;

· Engaging, retaining, and attracting the best employees by providing them with the education, resources and opportunities to succeed; and

· Sharing resources, customers and best practices in property management and across the enterprise.

· Owning a highly diversified portfolio by investing in target markets defined by a combination of the following criteria:

· High barrier-to-entry (low supply);

· Strong economic predictors (high demand); and

· Attractive quality of life (high demand and retention).

· Giving residents reasons to stay with the Company by providing a range of product options available in our diversified portfolio and by enhancing their experience through our employees and our services.

· Being open and responsive to market realities to take advantage of investment opportunities that align with our long-term vision.

Acquisition, Development and Disposition Strategies

The Company anticipates that future property acquisitions, developments and dispositions will occur within the United States. Acquisitions and developments may be financed from various sources of capital, which may include retained cash flow, issuance of additional equity and debt securities, sales of properties, joint venture agreements and collateralized and uncollateralized borrowings. In addition, the Company may acquire properties in transactions that include the issuance of limited partnership interests in the Operating Partnership (“OP Units”) as consideration for the acquired properties. Such transactions may, in certain circumstances, enable the sellers to defer, in whole or in part, the recognition of taxable income or gain that might otherwise result from the sales. In addition, EQR may acquire or develop multifamily properties specifically to convert directly into condominiums as well as upgrade and sell existing properties as individual condominiums. EQR may also acquire land parcels to hold and/or sell based on market opportunities.

When evaluating potential acquisitions, developments and dispositions, the Company generally considers the following factors:

· strategically targeted markets;

· income levels and employment growth trends in the relevant market;

· employment and household growth and net migration of the relevant market ’ s population;

· barriers to entry that would limit competition (zoning laws, building permit availability, supply of undeveloped or developable real estate, local building costs and construction costs, among other factors);

· the location, construction quality, condition and design of the property;

· the current and projected cash flow of the property and the ability to increase cash flow;

· the potential for capital appreciation of the property;

· the terms of resident leases, including the potential for rent increases;

· the potential for economic growth and the tax and regulatory environment of the community in which the property is located;

· the occupancy and demand by residents for properties of a similar type in the vicinity (the overall market and submarket);

· the prospects for liquidity through sale, financing or refinancing of the property;

· the benefits of integration into existing operations;

· purchase prices and yields of available existing stabilized properties, if any;

· competition from existing multifamily properties, residential properties under development and the potential for the construction of new multifamily properties in the area; and

· opportunistic selling based on demand and price of high quality assets, including condominium conversions.

The Company generally reinvests the proceeds received from property dispositions primarily to achieve its acquisition and development strategies and at times to fund its share repurchase activities. In addition, when feasible, the Company may structure these transactions as tax-deferred exchanges.

Results of Operations

In conjunction with our business objectives and operating strategy, the Company has continued to invest or recycle its capital investment in apartment communities located in strategically targeted markets during the quarter ended March 31 , 2008. In summary, we:

· Acquired $41.9 million of properties consisting of 2 properties and 171 units, both of which we deem to be in our strategic targeted markets; and

· Sold $271.6 million of properties consisting of 15 properties and 3,317 units, as well as 41 condominium units for $9.4 million.

The Company’s primary financial measure for evaluating each of its apartment communities is net operating income (“NOI”). NOI represents rental income less property and maintenance expense, real estate tax and insurance expense and property management expense. The Company believes that NOI is helpful to investors as a supplemental measure of the operating performance of a real estate company because it is a direct measure of the actual operating results of the Company’s apartment communities.

Properties that the Company owned for all of both of the quarters ended March 31, 2008 and 2007 (the “First Quarter 2008 Same Store Properties”), which represented 121,826 units, impacted the Company’s results of operations. The First Quarter 2008 Same Store Properties are discussed in the following paragraphs.

The Company’s acquisition, disposition and completed development activities also impacted overall results of operations for the quarters ended March 31, 2008 and 2007. The impacts of these activities are discussed in greater detail in the following paragraphs.

Comparison of the quarter ended March 31, 2008 to the quarter ended March 31, 2007

For the quarter ended March 31 , 2008, income from continuing operations, net of minority interests, increased by approximately $17.3 million when compared to the quarter ended March 31 , 2007. The increase in continuing operations is discussed below.

Revenues from the First Quarter 2008 Same Store Properties increased $15.2 million primarily as a result of higher rental rates charged to residents. Expenses from the First Quarter 2008 Same Store Properties increased $2.7 million primarily due to higher utilities, payroll and real estate taxes. The following tables provide comparative same store results and statistics for the First Quarter 2008 Same Store Properties:

First Quarter 2008 vs. First Quarter 2007

Quarter over Quarter Same Store Results/Statistics

$ in Thousands (except for Average Rental Rate) – 121,826 Same Store Units

	Results									Statistics
										Average
										Rental
Description	Revenues			Expenses			NOI			Rate (1)			Occupancy		Turnover
Q1 2008	$	448,512		$	167,891		$	280,621		$	1,302		94.4	%	13.7	%
Q1 2007	$	433,351		$	165,219		$	268,132		$	1,253		94.8	%	13.5	%
Change	$	15,161		$	2,672		$	12,489		$	49		(0.4	)%	0.2	%
Change	3.5		%	1.6		%	4.7		%	3.9		%

(1) Average rental rate is defined as total rental revenues divided by the weighted average occupied units for the period.

The following table presents a reconciliation of operating income per the consolidated statements of operations to NOI for the First Quarter 2008 Same Store Properties:

	Quarter Ended March 31,
	2008			2007
	(Amounts in thousands)

Operating income	$	146,847		$	120,928
Adjustments:
Non-same store operating results	(25,313		)	(1,407		)
Fee and asset management revenue	(2,294		)	(2,267		)
Fee and asset management expense	2,183			2,341
Depreciation	146,598			138,932
General and administrative	12,481			9,369
Impairment	119			236

Same store NOI	$	280,621		$	268,132

For properties that the Company acquired prior to January 1, 2007 and expects to continue to own through December 31, 2008, the Company anticipates the following same store results for the full year ending December 31, 2008:

2008 Same Store Assumptions
Physical occupancy		94.5%
Revenue change		3.00% to 4.00%
Expense change		2.50% to 3.25%
NOI change		3.00% to 4.75%

These 2008 assumptions are based on current expectations and are forward-looking.

Non-same store operating results increased $23.9 million and consist primarily of properties acquired in calendar years 2008 and 2007 as well as operations from completed development properties and our corporate housing business.

See also Note 15 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s segment disclosures.

Fee and asset management revenues, net of fee and asset management expenses, increased $0.2 million primarily due to an increase in revenue earned on the management of our military housing venture at Fort Lewis as well as a decrease in asset management expenses from managing fewer properties for third parties and unconsolidated entities. As of March 31, 2008 and 2007, the Company managed 14,472 and 15,025 units, respectively, primarily for unconsolidated entities and our military housing venture at Fort Lewis.

Property management expenses from continuing operations include off-site expenses associated with the self-management of the Company’s properties as well as management fees paid to any third party management companies. These expenses decreased by approximately $3.7 million or 14.8%. This decrease is primarily attributable to lower overall payroll-related costs as a result of a decrease in the number of properties in the Company’s portfolio, as well as a decrease in third party management fees.

Depreciation expense from continuing operations, which includes depreciation on non-real estate assets, increased $7.7 million primarily as a result of additional depreciation expense on properties acquired in 2007 and capital expenditures for all properties owned.

General and administrative expenses from continuing operations, which include corporate operating expenses, increased $3.1 million primarily as a result of a $1.7 million increase in severance related costs in 2008 (see Note 16) as well as a $1.6 million expense recovery recorded for the quarter ended March 31, 2007 related to a certain lawsuit in Florida. The Company anticipates that general and administrative expenses will approximate $48.0 million to $50.0 million for the year ending December 31, 2008. The above assumption is based on current expectations and is forward-looking.

Impairment from continuing operations decreased $0.1 million primarily as a result of the write-off of various pursuit and out-of-pocket costs for a terminated development transaction during the quarter ended March 31, 2007, partially offset by the write-off of various deferred sales costs on halted condominium conversions during the quarter ended March 31, 2008

Interest and other income from continuing operations increased $0.9 million primarily as a result of an increase in forfeited deposits and litigation settlement proceeds, partially offset by a decrease in interest on cash and restricted deposits. The Company anticipates that interest and other income will approximate $5.0 million to $10.0 million for the year ending December 31, 2008. The above assumption is based on current expectations and is forward-looking.

Interest expense from continuing operations, including amortization of deferred financing costs, increased approximately $6.5 million primarily as a result of higher overall debt levels outstanding due to the Company’s 2007 share repurchase activity and its pre-funding of its 2008 debt maturities, partially offset by lower overall effective interest rates. During the quarter ended March 31 , 2008, the Company capitalized interest costs of approximately $14.7 million as compared to $7.9 million for the quarter ended March 31, 2007. This capitalization of interest primarily relates to consolidated projects under development. The effective interest cost on all indebtedness for the quarter ended March 31 , 2008 was 5.61% as compared to 5.93% for the quarter ended March 31 , 2007. The Company anticipates that interest expense (including discontinued operations) will approximate $470.0 million to $490.0 million for the year ending December 31, 2008. The

above assumption is based on current expectations and is forward-looking.

Income and other tax expense from continuing operations increased $2.3 million primarily due to a change in the estimate for Texas state taxes. The Company anticipates that income and other tax expense will approximate $5.0 million to $6.0 million for the year ending December 31, 2008. The above assumption is based on current expectations and is forward-looking.

Loss from investments in unconsolidated entities decreased $0.1 million as compared to the quarter ended March 31, 2007 due to improved operating performance at the Company’s partially owned unconsolidated entities.

Discontinued operations, net of minority interests, decreased approximately $3.0 million between the periods under comparison. This decrease is primarily due to the mix of those properties sold during the quarter ended March 31 , 2008 as compared to the same period in 2007 and the operations of those properties. See Note 13 in the Notes to Consolidated Financial Statements for further discussion.

Liquidity and Capital Resources

As of January 1, 2008, the Company had approximately $50.8 million of cash and cash equivalents and $1.3 billion available under its revolving credit facility (net of $80.8 million which was restricted/dedicated to support letters of credit and not available for borrowing). After taking into effect the various transactions discussed in the following paragraphs and the net cash provided by operating activities, the Company’s cash and cash equivalents balance at March 31, 2008 was approximately $502.6 million and the amount available on the Company’s revolving credit facility was $1.4 billion (net of $77.5 million which was restricted/dedicated to support letters of credit and not available for borrowing). The significant increase in the Company’s cash and cash equivalents balance since December 31, 2007 is a direct result of its decision to pre-fund its 2008 debt maturities with the closing of a $500.0 million secured mortgage pool in March 2008. See Note 10 in the Notes to Consolidated Financial Statements for further discussion.

During the quarter ended March 31, 2008, the Company generated proceeds from various transactions, which included the following:

· Disposed of 17 properties and various individual condominium units, receiving net proceeds of approximately $284.3 million;

· Obtained $563.1 million in new mortgage financing and terminated three forward starting swaps designated to hedge the first $150.0 million of one of the loan issuances, making payments of $13.2 million; and

· Issued approximately 0.2 million Common Shares and received net proceeds of $5.8 million.

During the quarter ended March 31, 2008, the above proceeds were primarily utilized to:

· Invest $125.9 million primarily in development projects;

· Acquire two properties, utilizing cash of $41.9 million;

· Repurchase 0.2 million Common Shares and settle 0.1 million Common Shares, utilizing cash of $10.9 million (see Note 3); and

· Repay $74.5 million of mortgage loans.

Depending on its analysis of market prices, economic conditions, and other opportunities for the investment of available capital, the Company may repurchase its Common Shares pursuant to its existing share repurchase program authorized by the Board of Trustees. The Company repurchased $6.3 million (171,161 shares at an average price per share of $36.78) of its Common Shares during the quarter ended March 31 , 2008. As of March 31, 2008, the Company had authorization to repurchase an additional $469.3 million of its shares. See Note 3 in the Notes to Consolidated Financial Statements for further discussion.

The Company’s total debt summary and debt maturity schedules as of March 31 , 2008 are as follows:

Debt Summary as of March 31, 2008

(Amounts in thousands)

							Weighted
					Weighted		Average
					Average		Maturities
	Amounts (1)		% of Total		Rates (1)		(years)
Secured	$	4,096,357	41.5	%	5.23	%	7.9
Unsecured	5,767,075		58.5	%	5.59	%	6.0
Total	$	9,863,432	100.0	%	5.45	%	6.8

Fixed Rate Debt:
Secured – Conventional	$	2,935,779	29.7	%	6.06	%	5.8
Unsecured – Public/Private	5,003,070		50.7	%	5.68	%	6.2
Unsecured – Tax Exempt	111,390		1.2	%	5.06	%	21.1
Fixed Rate Debt	8,050,239		81.6	%	5.80	%	6.3

Floating Rate Debt:
Secured – Conventional	533,665		5.4	%	4.01	%	5.0
Secured – Tax Exempt	626,913		6.4	%	2.86	%	20.8
Unsecured – Public/Private	652,615		6.6	%	5.10	%	2.2
Unsecured – Revolving Credit Facility	—		—		4.29	%	3.9
Floating Rate Debt	1,813,193		18.4	%	4.01	%	9.2

Total	$	9,863,432	100.0	%	5.45	%	6.8

(1) Net of the effect of any derivative instruments. Weighted average rates are for the quarter ended March 31, 2008.

Note: The Company capitalized interest of approximately $14.7 million and $7.9 million for the quarters ended March 31, 2008 and 2007, respectively.

Debt Maturity Schedule as of March 31, 2008

(Amounts in thousands)

										Weighted Average		Weighted Average
		Fixed		Floating						Rates on Fixed		Rates on
Year		Rate (1)		Rate (1)		Total		% of Total		Rate Debt (1)		Total Debt (1)
2008		$	399,695	$	67,392	$	467,087	4.7	%	6.62	%	6.32	%
2009		458,419		476,246		934,665		9.5	%	6.35	%	5.28	%
2010	(2)	282,829		580,960		863,789		8.8	%	7.02	%	5.21	%
2011	(3)	1,519,782		41,537		1,561,319		15.8	%	5.57	%	5.50	%
2012		907,993		—		907,993		9.2	%	6.08	%	6.08	%
2013		566,295		—		566,295		5.7	%	5.93	%	5.93	%
2014		517,454		—		517,454		5.3	%	5.28	%	5.28	%
2015		355,622		—		355,622		3.6	%	6.41	%	6.41	%
2016		1,089,323		—		1,089,323		11.0	%	5.32	%	5.32	%
2017		803,653		456		804,109		8.2	%	6.01	%	6.01	%
2018+		1,149,174		646,602		1,795,776		18.2	%	5.76	%	5.10	%
Total		$	8,050,239	$	1,813,193	$	9,863,432	100.0	%	5.86	%	5.54	%

(1) Net of the effect of any derivative instruments. Weighted average rates are as of March 31, 2008.

(2) Includes the Company’s $500.0 million floating rate term loan facility, which matures on October 5, 2010, subject to two one-year extension options exercisable by the Company.

(3) Includes $650.0 million of 3.85% convertible unsecured debt with a final maturity of 2026. The notes are callable by the Company on or after August 18, 2011. The notes are putable by the holders on August 18, 2011, August 15, 2016 and August 15, 2021.

The following table provides a summary of the Company’s unsecured debt as of March 31, 2008:

Unsecured Debt Summary as of March 31, 2008

(Amounts in thousands)

								Unamortized
	Coupon		Due		Face			Premium/			Net
	Rate		Date		Amount			(Discount)			Balance
Fixed Rate Notes:
	7.500	%	08/15/08	(1)	$	130,000		$	—		$	130,000
	4.750	%	06/15/09	(2)	300,000			(331		)	299,669
	6.950	%	03/02/11		300,000			2,665			302,665
	6.625	%	03/15/12		400,000			(1,162		)	398,838
	5.500	%	10/01/12		350,000			(1,553		)	348,447
	5.200	%	04/01/13		400,000			(592		)	399,408
	5.250	%	09/15/14		500,000			(397		)	499,603
	6.584	%	04/13/15		300,000			(782		)	299,218
	5.125	%	03/15/16		500,000			(426		)	499,574
	5.375	%	08/01/16		400,000			(1,546		)	398,454
	5.750	%	06/15/17		650,000			(4,705		)	645,295
	7.125	%	10/15/17		150,000			(619		)	149,381
	7.570	%	08/15/26		140,000			—			140,000
	3.850	%	08/15/26	(3)	650,000			(7,482		)	642,518
Floating Rate Adjustments				(2)	(150,000		)	—			(150,000		)
					5,020,000			(16,930		)	5,003,070

Fixed Rate Tax Exempt Notes:
	4.750	%	12/15/28	(1)	35,600			—			35,600
	5.200	%	06/15/29	(1)	75,790			—			75,790
					111,390			—			111,390

Floating Rate Notes:
			06/15/09	(2)	150,000			—			150,000
FAS 133 Adjustments – net				(2)	2,615			—			2,615
Term Loan Facility			10/05/10	(4)	500,000			—			500,000
					652,615			—			652,615

Revolving Credit Facility:			02/28/12	(5)	—			—			—

Total Unsecured Debt					$	5,784,005		$	(16,930	)	$	5,767,075

(1) Notes are private. All other unsecured debt is public.

(2) $150.0 million in fair value interest rate swaps converts 50% of the 4.750% Notes due June 15, 2009 to a floating interest rate.

(3) Convertible notes mature on August 15, 2026. The notes are callable by the Company on or after August 18, 2011. The notes are putable by the holders on August 18, 2011, August 15, 2016 and August 15, 2021.

(4) Represents the Company’s $500.0 million term loan facility, which matures on October 5, 2010, subject to two one-year extension options exercisable by the Company.

(5) As of March 31, 2008, there was no amount outstanding on the Company’s $1.5 billion unsecured revolving credit facility which matures on February 28, 2012.

As of May 1, 2008, an unlimited amount of debt securities remains available for issuance by the Operating Partnership under a registration statement that became automatically effective upon filing with the SEC in June 2006 (under SEC regulations enacted in 2005, the registration statement automatically expires on June 29, 2009 and does not contain a maximum issuance amount). As of May 1, 2008, $956.5 million in equity securities remains available for issuance by the Company under a registration statement the SEC declared effective in February 1998.

The Company’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of March 31 , 2008 is presented in the following table. The Company calculates the equity component of its market capitalization as the sum of (i) the total outstanding Common Shares and assumed conversion of all OP Units at the equivalent

market value of the closing price of the Company’s Common Shares on the New York Stock Exchange; (ii) the “Common Share Equivalent” of all convertible preferred shares and preference units; and (iii) the liquidation value of all perpetual preferred shares outstanding.

Capital Structure as of March 31, 2008

(Amounts in thousands except for share and per share amounts)

Secured Debt					$	4,096,357	41.5	%
Unsecured Debt					5,767,075		58.5	%
Total Debt					9,863,432		100.0	%	44.7	%

Common Shares	270,502,249		93.8	%
OP Units	18,001,023		6.2	%
Total Shares and OP Units	288,503,272		100.0	%
Common Share Equivalents (see below)	439,296
Total outstanding at quarter-end	288,942,568
Common Share Price at March 31, 2008	$	41.49
					11,988,227		98.4	%
Perpetual Preferred Equity (see below)					200,000		1.6	%
Total Equity					12,188,227		100.0	%	55.3	%

Total Market Capitalization					$	22,051,659			100.0	%

Convertible Preferred Equity as of March 31, 2008

(Amounts in thousands except for share and per share amounts)

		Outstanding			Annual		Annual		Weighted			Common
	Redemption	Shares/	Liquidation		Dividend Per		Dividend		Average		Conversion	Share
Series	Date	Units	Value		Share/Unit		Amount		Rate		Ratio	Equivalents
Preferred Shares:
7.00% Series E	11/1/98	357,616	$	8,940	$	1.75	$	626			1.1128	397,955
7.00% Series H	6/30/98	23,359	584		1.75		41				1.4480	33,824
Junior Preference Units:
8.00% Series B	7/29/09	7,367	184		2.00		15				1.020408	7,517
Total Convertible Preferred Equity		388,342	$	9,708			$	682	7.03	%		439,296

Perpetual Preferred Equity as of March 31, 2008

(Amounts in thousands except for share and per share amounts)

					Annual		Annual		Weighted
	Redemption	Outstanding	Liquidation		Dividend		Dividend		Average
Series	Date	Shares	Value		Per Share		Amount		Rate
Preferred Shares:
8.29% Series K	12/10/26	1,000,000	$	50,000	$	4.145	$	4,145
6.48% Series N	6/19/08	600,000	150,000		16.20		9,720
Total Perpetual Preferred Equity		1,600,000	$	200,000			$	13,865	6.93	%

The Company expects to meet its short-term liquidity requirements, including capital expenditures related to maintaining its existing properties and certain scheduled unsecured note and mortgage note repayments, generally through its working capital, net cash provided by operating activities and borrowings under its revolving credit facility. The Company considers its cash provided by operating activities to be adequate to meet operating requirements and payments of distributions. The Company also expects to meet its long-term liquidity requirements, such as scheduled unsecured note and mortgage debt maturities, property acquisitions, financing of construction and development activities and capital improvements through the issuance of unsecured notes and equity securities, including additional OP Units, and proceeds received

from the disposition of certain properties as well as joint ventures. In addition, the Company has significant unencumbered properties available to secure additional mortgage borrowings in the event that the public capital markets are unavailable or the cost of alternative sources of capital is too high. The fair value of and cash flow from these unencumbered properties are in excess of the requirements the Company must maintain in order to comply with covenants under its unsecured notes and line of credit. Of the $18.3 billion in investment in real estate on the Company’s balance sheet at March 31, 2008, $11.3 billion or 61.5%, was unencumbered.

As of May 1, 2008, the Operating Partnership’s senior debt credit ratings from Standard & Poors (“S&P”), Moody’s and Fitch are BBB+, Baa1 and A-, respectively. As of May 1, 2008, the Company’s preferred equity ratings from S&P, Moody’s and Fitch are BBB, Baa2 and BBB+, respectively.

The Operating Partnership has a long-term revolving credit facility with potential borrowings of up to $1.5 billion which matures in February 2012. This facility may, among other potential uses, be used to fund property acquisitions, costs for certain properties under development and short term liquidity requirements. As of May 1, 2008, no amounts were outstanding under this facility.

See Note 16 in the Notes to Consolidated Financial Statements for discussion of the events which occurred subsequent to March 31, 2008.

Capitalization of Fixed Assets and Improvements to Real Estate

Our policy with respect to capital expenditures is generally to capitalize expenditures that improve the value of the property or extend the useful life of the component asset of the property. We track improvements to real estate in two major categories and several subcategories:

· Replacements (inside the unit) . These include:

· flooring such as carpets, hardwood, vinyl, linoleum or tile;

· appliances;

· mechanical equipment such as individual furnace/air units, hot water heaters, etc;

· furniture and fixtures such as kitchen/bath cabinets, light fixtures, ceiling fans, sinks, tubs, toilets, mirrors, countertops, etc; and

· blinds/shades.

All replacements are depreciated over a five-year estimated useful life. We expense as incurred all make-ready maintenance and turnover costs such as cleaning, interior painting of individual units and the repair of any replacement item noted above.

· Building improvements ( outside the unit ). These include:

· roof replacement and major repairs;

· paving or major resurfacing of parking lots, curbs and sidewalks;

· amenities and common areas such as pools, exterior sports and playground equipment, lobbies, clubhouses, laundry rooms, alarm and security systems and offices;

· major building mechanical equipment systems;

· interior and exterior structural repair and exterior painting and siding;

· major landscaping and grounds improvement; and

· vehicles and office and maintenance equipment.

All building improvements are depreciated over a five to ten-year estimated useful life. We capitalize building improvements and upgrades only if the item: (i) exceeds $2,500 (selected projects must exceed $10,000); (ii) extends the useful life of the asset; and (iii) improves the value of the asset.

For the quarter ended March 31 , 2008, our actual improvements to real estate totaled approximately

$40.7 million. This includes the following (amounts in thousands except for unit and per unit amounts):

Capitalized Improvements to Real Estate

For the Quarter Ended March 31, 2008

	Total			Avg.		Building		Avg.				Avg.
	Units (1)	Replacements		Per Unit		Improvements		Per Unit		Total		Per Unit

Established Properties (2)	111,463	$	8,925	$	80	$	13,214	$	119	$	22,139	$	199

New Acquisition Properties (3)	17,879	1,154		65		5,096		285		6,250		350

Other (4)	6,250	9,391				2,964				12,355

Total	135,592	$	19,470			$	21,274			$	40,744

(1)	Total units – Excludes 10,446 unconsolidated units and 3,731 military housing (fee managed) units, for which capitalized improvements to real estate are self-funded and do not consolidate into the Company’s results.
(2)	Established Properties – Wholly Owned Properties acquired prior to January 1, 2006.
(3)	New Acquisition Properties – Wholly Owned Properties acquired during 2006, 2007 and 2008.
(4)	Other – Includes properties either partially owned or sold during the period, commercial space, corporate housing and condominium conversions. Also includes $7.5 million included in replacements spent on various assets related to major renovations and repositioning of these assets.

For 2008, the Company estimates an annual stabilized run rate of approximately $1,100 per unit of capital expenditures for its established properties. The above assumption is based on current expectations and is forward-looking.

During the quarter ended March 31 , 2008, the Company’s total non-real estate capital additions, such as computer software, computer equipment, and furniture and fixtures and leasehold improvements to the Company’s property management offices and its corporate offices, were approximately $1.0 million. The Company expects to fund approximately $2.7 million in total additions to non-real estate property for the remainder of 2008. The above assumption is based on current expectations and is forward-looking.

Improvements to real estate and additions to non-real estate property are generally funded from net cash provided by operating activities.

Derivative Instruments

In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company limits these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments.

The Company has a policy of only entering into contracts with major financial institutions based upon their credit ratings and other factors. When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, the Company has not sustained a material loss from those instruments nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives.

See Note 11 in the Notes to Consolidated Financial Statements for additional discussion of derivative instruments at March 31 , 2008.

Other

Minority Interests as of March 31 , 2008 decreased by $9.3 million when compared to December 31, 2007, primarily as a result of the following:

· Distributions declared to Minority Interests, which amounted to $8.8 million (excluding Junior Preference Unit distributions);

· The allocation of income from operations to holders of OP Units in the amount of $9.3 million; and

· The conversion of 0.4 million OP Units into Common Shares.

Total distributions paid in April 2008 amounted to $141.8 million (excluding distributions on Partially Owned Properties), which included certain distributions declared during the first quarter ended March 31 , 2008.

Off-Balance Sheet Arrangements and Contractual Obligations

The Company has co-invested in various properties that are unconsolidated and accounted for under the equity method of accounting. Management does not believe these investments have a materially different impact upon the Company’s liquidity, cash flows, capital resources, credit or market risk than its property management and ownership activities. During 2000 and 2001, the Company entered into institutional ventures with an unaffiliated partner. At the respective closing dates, the Company sold and/or contributed 45 properties containing 10,846 units to these ventures and retained a 25% ownership interest in the ventures. The Company’s joint venture partner contributed cash equal to 75% of the agreed-upon equity value of the properties comprising the ventures, which was then distributed to the Company. The Company’s strategy with respect to these ventures was to reduce its concentration of properties in a variety of markets. The Company sold one property consisting of 400 units during the year ended December 31, 2007.

As of March 31 , 2008, the Company has 13 projects totaling 4,484 units in various stages of development with estimated completion dates ranging through June 30, 2011. The development agreements currently in place are discussed in detail in Note 14 of the Company’s Consolidated Financial Statements.

See also Notes 2 and 6 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s investments in partially owned entities.

The Company’s contractual obligations for the next five years and thereafter have not changed materially from the amounts and disclosures included in its annual report on Form 10-K, other than as it relates to scheduled debt maturities. See the updated debt maturity schedule included in Liquidity and Capital Resources for further discussion.

Critical Accounting Policies and Estimates

The Company has identified six significant accounting policies as critical accounting policies. These critical accounting policies are those that have the most impact on the reporting of our financial condition and those requiring significant judgments and estimates. With respect to these critical accounting policies, management believes that the application of judgments and estimates is consistently applied and produces financial information that fairly presents the results of operations for all periods presented. The six critical accounting policies are:

Impairment of Long-Lived Assets, Including Goodwill

The Company periodically evaluates its long-lived assets, including its investments in real estate and goodwill, for indicators of permanent impairment. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, expected holding period of each asset and legal and environmental concerns. Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment loss is warranted.

Depreciation of Investment in Real Estate

The Company depreciates the building component of its investment in real estate over a 30-year estimated useful life, building improvements over a 5-year to 10-year estimated useful life and both the furniture, fixtures and equipment and replacements components over a 5-year estimated useful life, all of which are judgmental determinations.

Cost Capitalization

See the Capitalization of Fixed Assets and Improvements to Real Estate section for discussion of the policy with respect to capitalization vs. expensing of fixed asset/repair and maintenance costs. In addition, the Company capitalizes the payroll and associated costs of employees directly responsible for and who spend all of their time on the supervision of major capital and/or renovation projects. These costs are reflected on the balance sheet as an increase to depreciable property.

The Company follows the guidance in SFAS No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects , for all development projects and uses its professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. The Company capitalizes interest, real estate taxes and insurance and payroll and associated costs for those individuals directly responsible for and who spend all of their time on development activities, with capitalization ceasing no later than 90 days following issuance of the certificate of occupancy. These costs are reflected on the balance sheet as construction-in-progress for each specific property. The Company expenses as incurred all payroll costs of on-site employees working directly at our properties, except as noted above on our development properties prior to certificate of occupancy issuance and on specific major renovation at selected properties when additional incremental employees are hired.

Fair Value of Financial Instruments, Including Derivative Instruments

The Company follows the guidance under SFAS No. 157 when valuing its financial instruments. The valuation of financial instruments under SFAS No. 107 and SFAS No. 133, as amended, requires the Company to make estimates and judgments that affect the fair value of the instruments. The Company, where possible, bases the fair values of its financial instruments, including its derivative instruments, on listed market prices and third party quotes. Where these are not available, the Company bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial statements.

Revenue Recognition

Rental income attributable to leases is recorded when due from residents and is recognized monthly as it is earned, which is not materially different than on a straight-line basis. Leases entered into between a resident and a property for the rental of an apartment unit are generally year-to-year, renewable upon consent of both parties on an annual or monthly basis. Fee and asset management revenue and interest income are recorded on an accrual basis.

Share-Based Compensation

The Company accounts for its share-based compensation in accordance with SFAS No. 123(R), Share-Based Payment , effective January 1, 2006, which results in compensation expense being recorded based on the fair value of the share compensation granted.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. This model is only one method of valuing options and the Company’s use of this model should not be interpreted as an endorsement of its

accuracy. Because the Company’s share options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its share options and the actual value of the options may be significantly different.

Funds From Operations

For the quarter ended March 31, 2008, Funds From Operations (“FFO”) available to Common Shares and OP Units decreased by $2.5 million or 1.4%, as compared to the quarter ended March 31, 2007.

The following is a reconciliation of net income to FFO available to Common Shares and OP Units for the quarters ended March 31 , 2008 and 2007:

Funds From Operations

(Amounts in thousands)

(Unaudited)

	Quarter Ended March 31,
	2008			2007
Net income	$	140,482		$	126,237
Allocation to Minority Interests – Operating Partnership, net	1,518			94
Adjustments:
Depreciation	146,598			138,932
Depreciation – Non-real estate additions	(2,051		)	(2,035		)
Depreciation – Partially Owned and Unconsolidated Properties	1,034			943
Discontinued operations:
Depreciation	982			15,742
Gain on sales of discontinued operations, net of minority interests	(114,725		)	(104,983		)
Net incremental gain on sales of condominium units	366			4,684
Minority Interests – Operating Partnership	(18		)	829

FFO (1) (2)	174,186			180,443
Preferred distributions	(3,633		)	(7,424		)

FFO available to Common Shares and OP Units (1) (2)	$	170,553		$	173,019

(1) The National Association of Real Estate Investment Trusts (“NAREIT”) defines funds from operations (“FFO”) (April 2002 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States (“GAAP”)), excluding gains (or losses) from sales of depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. The April 2002 White Paper states that gain or loss on sales of property is excluded from FFO for previously depreciated operating properties only. Once the Company commences the conversion of units to condominiums, it simultaneously discontinues depreciation of such property. FFO available to Common Shares and OP Units is calculated on a basis consistent with net income available to Common Shares and reflects adjustments to net income for preferred distributions and premiums on redemption of preferred shares in accordance with accounting principles generally accepted in the United States. The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units are collectively referred to as the “Minority Interests – Operating Partnership”. Subject to certain restrictions, the Minority Interests – Operating Partnership may exchange their OP Units for EQR Common Shares on a one-for-one basis.

(2) The Company believes that FFO and FFO available to Common Shares and OP Units are helpful to investors as supplemental measures of the operating performance of a real estate company, because they are recognized measures of performance by the real estate industry and by excluding gains or losses related to dispositions of depreciable property and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO and FFO available to Common Shares and OP Units can help compare the operating performance of a company’s real estate between periods or as compared to different companies. FFO and FFO available to Common Shares and OP Units do not represent net income, net income available to Common Shares or net cash flows from operating activities in accordance with GAAP. Therefore, FFO and FFO available to Common Shares and OP Units should not be exclusively considered as alternatives to net income, net income available to Common Shares or net cash flows from operating activities as determined by GAAP or as measures of liquidity. The Company’s calculation of FFO and FFO available to Common Shares and OP Units may differ from other real estate companies due to, among other items, variations in cost capitalization policies for capital expenditures and, accordingly, may not be comparable to such other real estate companies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s market risk has not changed materially from the amounts and information reported in Item 7A, Quantitative and Qualitative Disclosures About Market Risk , to the Company’s Form 10-K for the year ended December 31, 2007. See also Note 11 in the Notes to Consolidated Financial Statements for additional discussion of derivative instruments.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures:

Effective as of March 31, 2008, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its Exchange Act filings is recorded, processed, summarized and reported within the periods specified in the SEC’s rules and forms.

(b) Changes in Internal Control over Financial Reporting:

During the first quarter of 2008, the Company completed the implementation of a new general ledger and accounts payable system designed to integrate its financial and operating platforms. The Company believes this implementation constitutes an improvement to its internal control over financial reporting.

Except for the preceding change, there were no changes to the internal control over financial reporting of the Company identified in connection with the Company’s evaluation referred to above that occurred during the first quarter of 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is party to a housing discrimination lawsuit brought by a non-profit civil rights organization in April 2006 in the U.S. District Court for the District of Maryland. The suit alleges that the Company designed and built approximately 300 of its properties in violation of the accessibility requirements of the Fair Housing Act and Americans with Disabilities Act. The suit seeks actual and punitive damages, injunctive relief (including modification of non-compliant properties), costs and attorneys’ fees. The Company believes it has a number of viable defenses, including that a majority of the named properties were completed before the operative dates of the statutes in question and/or were not designed or built by the Company. Accordingly, the Company is defending the suit vigorously. Due to the pendency of the Company’s defenses and the uncertainty of many other critical factual and legal issues, it is not possible to determine or predict the outcome of the suit and as a result, no amounts have been accrued at March 31, 2008. While no assurances can be given, the Company does not believe that the suit, if adversely determined, will have a material adverse effect on the Company.

Item 1A. Risk Factors

There have been no material changes related to the risk factors that were discussed in Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2007.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company repurchased the following Common Shares during the quarter ended March 31, 2008:

					Dollar Value of
				Total Number of	Common Shares
	Total Number			Common Shares	that May Yet Be
	of Common	Average Price		Purchased as Part	Purchased Under
	Shares	Paid Per		of Publicly Announced	the Plans or
Period	Purchased (1)	Share (1)		Plans or Programs (1)	Programs (1)

January 2008	100,000	$	35.74	100,000	$	471,995,345
February 2008	71,161	$	38.25	71,161	$	469,273,467
March 2008	—	$	—	—	$	469,273,467
First Quarter 2008	171,161	$	36.78	171,161

(1) The Common Shares repurchased during the quarter ended March 31, 2008 represent Common Shares repurchased under the Company’s publicly announced share repurchase program approved by its Board of Trustees. Of the total shares repurchased, 71,161 shares were repurchased from employees at an average price of $38.25 per share (the average of the then current market prices) to cover the minimum statutory tax withholding obligations related to the vesting of employees’ restricted shares. The remaining 100,000 shares were repurchased in the open market at an average price of $35.74 per share. The Company has authorization to repurchase an additional $469.3 million of its shares as of March 31, 2008.

Item 6. Exhibits – See the Exhibit Index

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		EQUITY RESIDENTIAL


Date:	May 8, 2008	By: /s/	Mark J. Parrell
			Mark J. Parrell
			Executive Vice President and
			Chief Financial Officer


Date:	May 8, 2008	By: /s/	Ian S. Kaufman
			Ian S. Kaufman
			First Vice President and
			Chief Accounting Officer

EXHIBIT INDEX

The exhibits listed below are filed as part of this report. References to exhibits or other filings under the caption “Location” indicate that the exhibit or other filing has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated by reference. The Commission file number for our Exchange Act filings referenced below is 1-12252.

Exhibit	Description	Location
10.1	The Equity Residential Supplemental Executive Retirement Plan as Amended and Restated Effective January 1, 2008.	Attached herein.

10.2	The Equity Residential Grandfathered Supplemental Executive Retirement Plan as Amended and Restated Effective January 1, 2005.	Attached herein.

31.1	Certification of David J. Neithercut, Chief Executive Officer.	Attached herein.

31.2	Certification of Mark J. Parrell, Chief Financial Officer.	Attached herein.

32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of David J. Neithercut, Chief Executive Officer of the Company.	Attached herein.

32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Financial Officer of the Company.	Attached herein.

Exhibit 10.1

THE EQUITY RESIDENTIAL

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AS AMENDED AND RESTATED

EFFECTIVE JANUARY 1, 2008

Table of Contents

		Page

ARTICLE 1	INTRODUCTION	1
1.1	Purpose of Plan	1
1.2	Status of Plan	1
1.3	Good Faith Compliance	1

ARTICLE 2	DEFINITIONS	2
2.1	Account	2
2.2	Code	2
2.3	Compensation	2
2.4	Elective Deferral	2
2.5	Eligible Employee	3
2.6	Eligible Trustee	3
2.7	Employer	3
2.8	Enrollment Form	3
2.9	Entry Date	3
2.10	EQR	3
2.11	ERISA	3
2.12	Extended Company	4
2.13	Funding Trust	4
2.14	Funding Trustee	4
2.15	Participant	4
2.16	Plan	4
2.17	Plan Administrator	4
2.18	Plan Year	5
2.19	Restricted Share	5
2.20	Separation from Service	5
2.21	Share	5
2.22	Share Appreciation Right	5
2.23	Share Deferral	5
2.24	Specified Employee	6
2.25	Unforeseeable Emergency	6

-i-

Table of Contents

(Continued)

		Page

2.26	Unrestricted Share	6

ARTICLE 3	PARTICIPATION	6
3.1	Satisfaction of Eligibility Requirements	6
3.2	Commencement of Participation	7
3.3	Continued Participation	7
3.4	Suspension of Participation	7

ARTICLE 4	ELECTIVE AND SHARE DEFERRALS	8
4.1	Elective Deferrals	8
4.2	Share Deferrals	10
4.3	Enrollment Forms	11

ARTICLE 5	ACCOUNTS	11
5.1	Accounts	11
5.2	Investments	12

ARTICLE 6	VESTING	13
6.1	General	13

ARTICLE 7	PAYMENTS	14
7.1	Election as to Time and Form of Payment	14
7.2	Separation from Service	16
7.3	Death	16
7.4	Withdrawal Due to Unforeseeable Emergency	17
7.5	Taxes	18

ARTICLE 8	PLAN ADMINISTRATOR	18
8.1	Plan Administration and Interpretation	18
8.2	Powers, Duties, Procedures, Etc	19
8.3	Information	19
8.4	Indemnification of Plan Administrator	19

ARTICLE 9	CLAIMS PROCEDURES	20

ARTICLE 10	AMENDMENT AND TERMINATION	21
10.1	Amendment	21
10.2	Termination of Plan	21

-ii-

Table of Contents

(Continued)

		Page

10.3	Existing Rights	22
10.4	409A	22

ARTICLE 11	MISCELLANEOUS	23
11.1	No Funding	23
11.2	Non-assignability	23
11.3	Limitation of Participant’s Rights	23
11.4	Participants Bound	24
11.5	Receipt and Release	24
11.6	Governing Law	24
11.7	Headings and Subheadings	25

-iii-

ARTICLE 1

INTRODUCTION

1.1 Purpose of Plan

EQR initially adopted the Plan to provide a means by which certain employees could elect to defer receipt of portions of their Compensation and to provide opportunities for such individuals to save for retirement. This Plan shall apply to amounts which were not earned and vested as of December 31, 2004 and are therefore subject to Code Section 409A. Amounts which are earned and vested as of December 31, 2004 shall remain subject to the terms of a separate plan, the Equity Residential Grandfathered Supplemental Executive Retirement Plan.

1.2 Status of Plan

Except with respect to the participation of trustees, it is intended that the Plan be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and that the Plan be interpreted and administered consistent with that intent. The Plan is also intended to comply in all respects with Code Section 409A and it is intended that the Plan be interpreted consistent with that intent.

1.3 Good Faith Compliance.

Notwithstanding anything in this Plan to the contrary, EQR may permit a Participant to take an action prior to December 31, 2008 that violates the provision of this Plan so long as such action is either: (i) permitted under the transitional rules contained in Treasury Regulations and

other guidance issued pursuant to Code Section 409A, or (ii) is otherwise consistent with a reasonable good faith interpretation of Code Section 409A.

ARTICLE 2

DEFINITIONS

Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

2.1 Account means, for each Participant, the account established for his or her benefit under Section 5.1.

2.2 Code means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

2.3 Compensation means cash compensation payable by an Employer (before deductions) for service performed for the Employer that currently would be includable in gross income and may consist of either the Participant’s (i) salary, (ii) commissions, and/or (iii) incentive pay. In the case of an Eligible Trustee, “Compensation” means all cash remuneration otherwise payable to him or her for service as a member of the Board of Trustees, including but not limited to any retainer and committee or chair fees.

2.4 Elective Deferral means the portion of Compensation which is deferred by a Participant under Section 4.1.

2.5 Eligible Employee means an employee of an Employer whose annual base salary on an Entry Date is not less than the threshold for determining whether the employee is a highly compensated employee under Code Section 414(q).

2.6 Eligible Trustee means, on any Entry Date, a member of the Board of Trustees of EQR who is not an employee of EQR.

2.7 Employer means Equity Residential, Equity Residential Properties Management Limited Partnership, Equity Residential Properties Management Limited Partnership II, Equity Residential Properties Management Corp. and each other entity that is affiliated with EQR and that adopts the Plan with the consent of EQR.

2.8 Enrollment Form means the document or documents prescribed by the Plan Administrator and pursuant to which a Participant may make elections to defer Compensation and/or defer income with respect to Unrestricted Shares, Restricted Shares or Share Appreciation Rights, and related elections, hereunder.

2.9 Entry Date means (i) the January 1, April 1, July 1 and October 1 (or such other date as is determined by the Plan Administrator with respect to a Participant) after an individual first becomes an Eligible Employee or an Eligible Trustee (the “Initial Entry Date”); or (ii) the beginning of any Plan Year after the Participant’s Initial Entry Date.

2.10 EQR means Equity Residential, and any successor thereto.

2.11 ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to any section or subsection of ERISA includes reference

to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

2.12 Extended Company means an Employer and any other entity so designated by the Plan Administrator, but only if such other entity maintains a non-qualified deferred compensation arrangement that provides that if an employee terminates his or her employment with the entity and immediately accepts a position with EQR, his or her employment is not treated as having terminated for purposes of distributions under such arrangement. The Plan Administrator may change the entities designated as Extended Companies from time to time as it deems appropriate. For purposes of determining whether a Participant has had a Separation from Service, the term “Extended Company” shall include all entities which must be aggregated when determining whether a participant has had a Separation from Service under Code Section 409A.

2.13 Funding Trust means the grantor trust established by EQR to hold assets contributed under the Plan.

2.14 Funding Trustee means the trustee or trustees under the Funding Trust.

2.15 Participant means any individual who participates in the Plan in accordance with Article 3.

2.16 Plan means The Equity Residential Supplemental Executive Retirement Plan as amended and restated herein, and as further amended from time to time.

2.17 Plan Administrator means the Senior Vice President, Human Resources, or such other person, persons or entity designated by EQR to administer the Plan and to serve as the agent for the settlor of the Funding Trust as contemplated by the agreement establishing the

Funding Trust. If no such person or entity is so serving at any time, EQR shall be the Plan Administrator.

2.18 Plan Year means the 12-month period ending on December 31.

2.19 Restricted Share means a Share that is subject to a substantial risk of forfeiture for purposes of Section 83 of the Code.

2.20 Separation from Service means, with respect to an Eligible Employee, a termination of employment and with respect to an Eligible Trustee means the complete termination of services as a trustee. Whether a termination of employment has occurred with respect to an Eligible Employee is based on whether the facts and circumstances indicate that no further services be will performed for the Extended Company after a certain date or that the level of bona fide services that the employee would perform after such date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding 36-month period (or the full period of services to the employer if the employee has been providing services to the employer for less than 36 months).

2.21 Share means a share of beneficial interest, par value $.01 per share, of EQR.

2.22 Share Appreciation Right means a right to share in the appreciation of Shares granted by EQR.

2.23 Share Deferral means the portion of a Share or Share Appreciation Right deferred by a Participant under Section 4.2.

2.24 Specified Employee means a service provider to the Extended Company who, was a key employee (within the meaning of Code Section 416(i)(1)(A)(i), (ii) or (iii)) with respect to the Extended Company at any time during the 12-month period ending as of the previous December 31.

2.25 Unforeseeable Emergency means a severe financial hardship to the Participant resulting from any of the following:

(a) an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B)).

(b) loss of the Participant’s property due to casualty; or

(c) any other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

2.26 Unrestricted Share means a Share that is subject to Section 83 of the Code and is not subject to a substantial risk of forfeiture.

ARTICLE 3

PARTICIPATION

3.1 Satisfaction of Eligibility Requirements

Prior to each Entry Date, the Plan Administrator shall determine in its discretion the identity of those Eligible Employees and Eligible Trustees who may commence or continue their participation in the Plan as of such Entry Date. The Plan Administrator will notify Eligible Employees and Eligible Trustees of their eligibility to participate in the Plan and provide them with an Enrollment Form. If the Plan Administrator determines that a Participant currently

making Elective Deferrals or Share Deferrals is not eligible to participate in the Plan as of an upcoming Entry Date because he or she no longer satisfies the eligibility requirements described in Section 2.5 or 2.6 (as applicable), the Participant will be subject to a suspension of participation as described in Section 3.4 below.

3.2 Commencement of Participation

An Eligible Employee or Eligible Trustee shall become a Participant in the Plan on the first date as of which an Elective Deferral or Share Deferral is credited to his or her Account.

3.3 Continued Participation

A Participant in the Plan shall continue to be a Participant so long as any amount remains credited to his or her Account.

3.4 Suspension of Participation

If, pursuant to Section 3.1, the Plan Administrator determines that an active Participant no longer satisfies the eligibility requirements of Section 2.5 or 2.6 (as applicable), the Participant’s Elective Deferrals and Share Deferrals currently in effect shall continue. The Participant shall not be permitted to make deferrals for any subsequent Plan until the Plan Administrator, pursuant to Section 3.1, determines that the Participant again satisfies the eligibility requirements of Section 2.5 or 2.6 (as applicable). In such case, the Plan Administrator shall notify the Participant, and the Participant shall be permitted to resume active participation in the Plan as of the beginning of the next Plan Year in accordance with Article 4.

ARTICLE 4

ELECTIVE AND SHARE DEFERRALS

4.1 Elective Deferrals

(a) An individual who is an Eligible Employee or Eligible Trustee may elect to defer receipt of a whole percentage or whole dollar amount of up to 25% (or 100% in the case of an Eligible Trustee) of the Compensation (exclusive of any bonus) otherwise payable to him or her, on and after a subsequent Entry Date for the applicable Plan Year. In addition, subject to the provisions of subsection (b) (iii) below, an Eligible Employee may elect to defer up to 100% of any incentive pay Compensation payable during a Plan Year. For purposes of the foregoing, the Elective Deferral of each Eligible Employee will equal the greater of (i) the elected percentage of his or her Compensation or elected dollar amount, as the case may be; or (ii) the entire amount of his or her Compensation remaining after (A) all contributions that the Eligible Employee has elected to make under all other retirement and welfare benefit plans maintained by his or her Employer have been deducted from his or her Compensation, and (B) deductions from Compensation required by law, including Social Security and Medicare taxes. An Eligible Employee or Eligible Trustee who desires to elect such a deferral shall complete and file an Enrollment Form with the Plan Administrator.

(b) Each Enrollment Form shall be effective as described in clauses (i) or (ii) below.

(i) An Enrollment Form with respect to salary and commissions paid from and after the Entry Date shall be filed on or before a deadline

established by the Plan Administrator , but in no event later than the date that precedes such Entry Date.

(ii) Notwithstanding clause (i) in the case of a Participant’s Initial Entry Date, the Enrollment Form will be effective with respect to salary and commissions received for services preferred after the Enrollment Form is filed, if it is filed within 30 days after the Participant’s Initial Entry Date.

(iii) An Enrollment Form with respect to incentive pay which is performance based compensation, within the meaning of Treas. Reg. 1.409A-1(e), shall be filed on or before July 1 of the Plan Year in which the incentive pay is earned. An enrollment form with respect to incentive pay which is not performance based compensation, within the meaning of Treas. Reg. 1.409A-1(e), shall be filed on or before January 1 of the Plan Year in which the incentive pay is earned.

(c) Except as provided in Section 4.1(b)(ii), each Enrollment Form shall be effective for all Compensation to be paid to the Participant filing such Enrollment Form from and after the Entry Date to which such Enrollment Form applies. An election to defer salary or commissions also shall apply from and after subsequent Entry Dates unless changed as provided herein, or until such time (if any) that the Participant is suspended from the Plan, as provided under Section 3.4.

4.2 Share Deferrals

(a) An individual who is an Eligible Employee and who has received (or is to receive) a Restricted Share or Share Appreciation Right or is to receive an Unrestricted Share may elect to defer (i) with respect to a Restricted Share, the ownership of the Share when it is an Unrestricted Share; (ii) with respect to an Unrestricted Share, the ownership of the Unrestricted Share; or (iii) with respect to a Share Appreciation Right, the ownership of the Shares or other proceeds of an exercise thereof. An Eligible Employee who desires to elect a Share Deferral shall complete and file an Enrollment Form with the Plan Administrator.

(b) An election pursuant to paragraph (a) must be made prior to the later of: (i) the beginning of the calendar year for which the Unrestricted Share, Restricted Share or Share Appreciation Right is granted; or (ii) within 30 days of the grant of the Restricted Share or Share Appreciation Right, if the Restricted Share or Share Appreciation Right continues to be subject to a forfeiture condition for at least one year after the date of the election. Deferrals will only be effective if the individual making the election is still an Eligible Employee or Eligible Trustee on (i) in the case of a deferral of a Restricted Share, the date such Share would become an Unrestricted Share; or (ii) in the case of a deferral of a Share Appreciation Right, the date that a Share Appreciation Right is exercised.

(c) Notwithstanding the foregoing provisions of this Section 4.2, the Funding Trustee shall not hold on behalf of a Participant any Unrestricted Share, Restricted Share or Share Appreciation Right deferred by the Participant in accordance with paragraph (a) above. Instead, the Funding Trustee shall credit to the Participant’s Account an amount equal to (i) in the case of an Unrestricted Share or Restricted Share, the number of Share Units equal to the number of

Shares that would otherwise be received by the Participant on the award of the Unrestricted Shares or the vesting of the Restricted Shares; and (ii) in the case of a Share Appreciation Right, the excess of the fair market value of the underlying Shares over the exercise or base price thereof on the date of exercise.

4.3 Enrollment Forms

All Enrollment Forms filed pursuant to Article 4 shall be irrevocable (i) with respect to Elective Deferrals under Section 4.1, except as provided therein; and (ii) for Share Deferrals under Section 4.2, with respect to the Unrestricted Share, Restricted Share or Share Appreciation Right subject thereto. Notwithstanding the foregoing, if a Participant incurs an Unforeseeable Emergency, he or she revoke his or her Enrollment Form (but only to the extent reasonably needed to relieve the Unforeseeable Emergency) and only prospectively.

ARTICLE 5

ACCOUNTS

5.1 Accounts

The Plan Administrator shall establish an Account for each Participant reflecting Elective Deferrals and Share Deferrals credited to the Participant’s benefit together with any adjustments for income, gain or loss and any payments from the Account. Elective Deferrals will be credited to the Account of each applicable Participant as of the later of the date they are received by the Funding Trustee or the date the Funding Trustee receives from the Plan Administrator such instructions as the Funding Trustee may reasonably require to allocate the amount received among the investments maintained by the Funding Trustee. Share Deferrals will be credited to the Account of the Participant on the date of an award of an Unrestricted Share, on the date a

Restricted Share becomes an Unrestricted Share and on the date the Share Appreciation Rights are exercised. As soon as practicable following the last business day of each calendar quarter, the Plan Administrator (or its designee) shall provide the Participant with a statement of such Participant’s Account reflecting the income, gains and losses (realized and unrealized), amounts of deferrals and distributions with respect to such Account since the prior statement.

5.2 Investments

(a) The assets of the Funding Trust shall be invested in such investments, including Shares, as the Funding Trustee shall determine. The Funding Trustee may (but is not required to) consider the Employer’s or a Participant’s investment preferences when investing the assets attributable to a Participant’s Account.

(b) EQR may, at its discretion, provide the Funding Trustee with the opportunity to purchase Shares at a discounted price on behalf of one (1) or more Eligible Employees and/or Eligible Trustees, subject to conditions established by EQR (which may include the condition that any such Eligible Employee has surrendered other similar opportunities to purchase Shares). If the Employer provides such opportunity, it will either sell such common Shares directly to the Funding Trustee or make cash contributions as necessary to permit the Funding Trustee to buy such Shares on the open market or from other sources. The Plan Administrator may impose restrictions on the purchase of Shares in accordance with the Securities Act of 1933, the Securities Exchange Act of 1934 or any other applicable law. Shares may be purchased at a discounted price (or considered purchased at a discounted price) on a Participant’s request pursuant to this Section on a quarterly basis.

(c) Subject to paragraph (a) above, a Participant may request that the Funding Trustee hold mutual funds (load or no-load) in such Participant’s Account.

(d) Expense charges for transactions performed for each Participant’s Account shall be paid from each respective Account and will be listed on the quarterly statement for such Account. Other Plan charges and administrative expenses will be paid by the Employer.

(e) Notwithstanding anything in this Plan to the contrary, no Participant’s investments in Shares shall be increased or decreased through the discretionary action of a Participant or the Funding Trustee during either:

(i) lockout periods established by EQR in connection with the quarterly release of earnings results; or

(ii) blackout periods (periods during which Participants may not provide investment direction, other than lockout periods established by EQR in connection with the quarterly release of earnings results) with respect to the Equity Residential Advantage Retirement Savings Plan.

ARTICLE 6

VESTING

6.1 General

A Participant shall at all times have a fully vested and non-forfeitable right to all Elective Deferrals and Share Deferrals credited to his or her Account, adjusted for income, gain and loss attributable thereto.

A Participant shall at all times have a fully vested and non-forfeitable right to all Share Deferrals credited to his or her account and attributable to Share Appreciation Rights when such Share Appreciation Rights become vested under the terms of the Plan under which they were granted.

ARTICLE 7

PAYMENTS

7.1 Election as to Time and Form of Payment

(a) Subject to the limitations of this Article 7, a Participant may specify on the Participant’s initial Enrollment Form the distribution date at which the Participant’s Account will be paid or commence to be paid to the Participant. Such commencement date may be the Participant’s Separation from Service or any January 1 following the Participants Separation from Service.

(b) The Participant’s election under this Section 7.1 may provide for payments to be made in the form of:

(i) A single lump-sum payment;

(iii) a combination of (i) and (ii).

All distributions must be completed within ten (10) years of the Participant’s Separation from Service.

(c) A Participant may change a date and/or form elected for distribution pursuant to paragraphs (a) and (b); provided that (i) the change is filed with the Plan Administrator at least one year before the date on which the previously elected distribution date occurs; (ii) the new distribution date and/or form does not take effect for a year after the new election is made; and (iii) the first distribution under the new election occurs no earlier than 5 years after the date on which the distribution would otherwise have occurred.

(d) Except as provided in Sections 7.2, 7.3 and 7.4, payments from a Participant’s Account shall be made in accordance with the Participant’s elections under this Section 7.1. If no election is made by a Participant with respect to all or a part of a Participant’s Deferrals, or an election is invalid, distribution shall be made in a single lump sum upon the termination of the Participant’s employment.

(e) Payments from a Participant’s Account shall be in cash or in kind (comprising assets of the Funding Trust), as determined by the Funding Trustee. The Funding Trustee may (but is not required to) consider the Employer’s or a Participant’s preferences when determining the form in which payment is made from the Participant’s Account.

(f) Notwithstanding any provision of this Plan to the contrary, no payments to a Specified Employee shall be made during the 6 months after such Specified Employee’s Separation from Service unless the Separation from service is due to death. Any payments deferred pursuant to this Section 7.1(f) shall be paid immediately following the end of such 6 month period

(g) Notwithstanding any provision in this Plan to the contrary, if the Participant’s Account is less than the applicable dollar amount under Code Section 402(g) at the time of the Participant’s Separation from Service, the Participant shall receive the value of his Account in the form of a lump sum distribution.

(h) All Participants will be provided with a one time opportunity, pursuant to the transitional rules issued by the IRS pursuant to Code Section 409A, to change the form and timing of the distribution of their Accounts, including the opportunity to receive a lump sum distribution of all or a part of their deferrals through December 31, 2008, prior to December 31, 2008 without satisfying the requirements of Section 7.1(c).

7.2 Separation from Service

Upon a Participant’s Separation from Service for any reason other than death, the vested portion of the Participant’s Account shall be paid to the Participant according to the Participant’s distribution election. An Employer shall have the right to offset against any payments made to a Participant under this Section 7.2 an amount as is necessary to reimburse the Employer for liabilities or obligations of the Participant to the Employer, including for amounts misappropriated by the Participant.

7.3 Death

(b) A Participant may designate a beneficiary by notifying the Plan Administrator in writing, at any time before Participant’s death, on a form prescribed by the Plan Administrator for that purpose. A Participant may revoke any beneficiary designation or designate a new beneficiary at any time without the consent of a beneficiary or any other person. If no beneficiary is designated or no designated beneficiary survives the Participant, payment shall be made to the Participant’s surviving spouse, or, if none, to the Participant’s issue per stirpes, in a single payment. If no spouse or issue survives the Participant, payment shall be made in a single lump sum to the Participant’s estate.

7.4 Withdrawal Due to Unforeseeable Emergency

If a Participant experiences an Unforeseeable Emergency, the Plan Administrator, in its sole discretion, may pay to the Participant only that portion, if any, of the vested portion of such Participant’s Account which the Plan Administrator determines is necessary to satisfy the emergency need, including any amounts necessary to pay any federal, state or local income taxes reasonably anticipated to result from the distribution. A Participant requesting an emergency payment shall apply for the payment in writing using a form prescribed by the Plan Administrator for that purpose and shall provide such additional information as the Plan Administrator may require. A Participant receiving a withdrawal under this Section 7.4 shall be suspended from making Elective Deferrals under the Plan for the balance of the Plan Year of the withdrawal and for the next following Plan Year.

7.5 Taxes

Income taxes and other taxes payable with respect to an Account shall be deducted from such Account. All federal, state or local taxes that the Plan Administrator determines are required to be withheld from any payments made pursuant to this Article 7 shall be withheld.

ARTICLE 8

PLAN ADMINISTRATOR

8.1 Plan Administration and Interpretation

The Plan Administrator shall oversee the administration of the Plan. Notwithstanding any other provision of the Plan to the contrary, the Plan Administrator shall have complete control and authority to determine the rights and benefits and all claims, demands and actions arising out of the provisions of the Plan of any Participant, beneficiary, deceased Participant, or other person having or claiming to have any interest under the Plan. The Plan Administrator shall have complete discretion to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Plan Administrator acted arbitrarily and capriciously. Any individual(s) serving as Plan Administrator who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Plan Administrator shall be entitled to rely on information furnished by a Participant, a beneficiary, the Employer or the Funding Trustee. The Plan Administrator shall have the responsibility for complying with any reporting and disclosure requirements of ERISA.

8.2 Powers, Duties, Procedures, Etc.

The Plan Administrator shall have such powers and duties, may adopt such rules and tables, may act in accordance with such procedures, may appoint such officers or agents, may delegate such powers and duties, may receive such reimbursements and compensation, may determine fees to be paid by Participants in connection with Plan administration, and shall follow such claims and appeal procedures with respect to the Plan as the Plan Administrator may establish.

8.3 Information

To enable the Plan Administrator to perform its functions, the Employer shall supply full and timely information to the Plan Administrator on all matters relating to the compensation of Participants, their employment, retirement, death, termination of employment, and such other pertinent facts as the Plan Administrator may require.

8.4 Indemnification of Plan Administrator

EQR agrees to indemnify and to defend to the fullest extent permitted by law any officer(s) or employee(s) who serve as Plan Administrator (including any such individual who formerly served as Plan Administrator) against all liabilities, damages, costs and expenses (including reasonable attorneys’ fees and amounts paid in settlement of any claims approved by EQR in writing in advance) occasioned by any act or omission to act in connection with the Plan, if such act or omission is in good faith.

ARTICLE 9

CLAIMS PROCEDURES

A Participant, beneficiary or an authorized representative (a “claimant”) shall make all claims for benefits under the Plan in writing addressed to the Administrator at the address of the Company. Each claim shall be reviewed by the Administrator within a reasonable time after it is submitted, but in no event longer than ninety (90) days after it is received by the Administrator. If a claim is wholly or partially denied, the claimant shall be sent written notice of such fact. If a decision on a claim cannot be rendered by the Administrator within the ninety (90) day period, the Administrator may extend the period in which to render the decision up to one hundred eighty (180) days after receipt of the written claim. The denial notice, which shall be written in a manner calculated to be understood by the claimant, shall contain (a) the specific reason(s) for the adverse determination, (b) reference to the specific Plan provisions on which the adverse determination is based, (c) a description of any additional material information necessary for the claim to be granted and an explanation of why such information is necessary, and (d) a description of the Plan’s claim review procedures, the time limits under the procedures and a statement regarding the claimant’s right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974 (“ERISA”) following an adverse benefit determination on appeal.

claim for the purpose of preparing the application. The Administrator will then review the decision and notify the claimant in writing of the result within sixty (60) days of receipt of the application for review. The sixty (60) day period may be extended if specific circumstances require an extension of time for processing, in which case the decision shall be rendered as soon as possible, but no later than one hundred twenty (120) days after receipt of the application for review. The appeal denial notice, which shall be written in a manner calculated to be understood by the claimant, shall contain (a) the specific reason or reasons for the adverse determination, (b) reference to the specific Plan provisions on which the adverse determination is based, (c) a statement that the claimant is entitled to receive, upon written request and free of charge, access to and copies of all documents, records and other information relevant to the benefit claim, and (d) a statement regarding the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on appeal.

ARTICLE 10

AMENDMENT AND TERMINATION

10.1 Amendment

EQR shall have the right to amend the Plan from time to time, subject to Section 10.3 and 10.4, by an instrument in writing which has been executed on its behalf by a duly authorized officer.

10.2 Termination of Plan

employment for, the performance of the services by any Eligible Employee (or other employee) or any Eligible Trustee. EQR reserves the right to terminate the Plan at any time, subject to Section 10.3, by an instrument in writing which has been executed on its behalf by a duly authorized officer. Upon termination, EQR may (a) elect to continue to maintain the Funding Trust to pay benefits hereunder as they become due as if the Plan had not terminated or (b) direct the Funding Trustee to pay promptly to Participants (or their beneficiaries) the vested balance of their Accounts. For purposes of the preceding sentence, in the event clause (b) is implemented, the Account balance of all Participants who are in the employ of an Employer at the time the Funding Trustee is directed to pay such balances shall become fully vested and nonforfeitable. After Participants and their beneficiaries are paid all Plan benefits to which they are entitled, all remaining assets of the Funding Trust attributable to Participants who terminated employment with the Employers prior to termination of the Plan and who were not fully vested in their Accounts under Article 6 at that time shall be returned to the Employers.

10.3 Existing Rights

No amendment or termination of the Plan shall adversely affect the rights of any Participant with respect to amounts that have been credited to his or her Account prior to the date of such amendment or termination.

10.4 409A

No amendment or termination of the Plan shall cause the Plan to violate Code Section 409A.

ARTICLE 11

MISCELLANEOUS

11.1 No Funding

The Plan constitutes a mere promise by the Employers to make payments in accordance with the terms of the Plan and Participants and beneficiaries shall have the status of general unsecured creditors of the Employers. Nothing in the Plan will be construed to give any employee or any other person rights to any specific assets of an Employer or of any other person. In all events, it is the intent of the Employers that the Plan be treated as unfunded for tax purposes and for purposes of Title I of ERISA. Subject to the foregoing, EQR shall have the authority to establish and maintain a grantor trust for the purpose of providing benefits under the terms of the Plan.

11.2 Non-assignability

None of the benefits, payments, proceeds or claims of any Participant or beneficiary shall be subject to any claim of any creditor of any Participant or beneficiary and, in particular, the same shall not be subject to attachment or garnishment or other legal process by any creditor of such Participant or beneficiary, nor shall any Participant or beneficiary have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments or proceeds which he or she may expect to receive, contingently or otherwise under the Plan.

11.3 Limitation of Participant’s Rights

Nothing contained in the Plan shall confer upon any person a right to be employed or to continue in the employ of an Employer or on the Board of Trustees of EQR, or interfere in any

way with the right of an Employer to terminate the employment of a Participant in the Plan at any time, with or without cause.

11.4 Participants Bound

Any action with respect to the Plan taken by the Plan Administrator or the Funding Trustee or any action authorized by or taken at the direction of the Plan Administrator, an Employer or the Funding Trustee shall be conclusive upon all Participants and beneficiaries entitled to benefits under the Plan.

11.5 Receipt and Release

Any payment to any Participant or beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Employers, the Plan Administrator and the Funding Trustee under the Plan, and the Plan Administrator may require such Participant or beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect. If any Participant or beneficiary is determined by the Plan Administrator to be incompetent by reason of physical or mental disability (including minority) to give a valid receipt and release, the Plan Administrator may cause the payment or payments becoming due to such person to be made to another person for his or her benefit without responsibility on the part of the Plan Administrator, the Employers or the Funding Trustee to follow the application of such funds.

11.6 Governing Law

The Plan shall be construed, administered, and governed in all respects under and by the laws of the State of Illinois to the extent not superseded by federal law. If any provision shall be

held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

11.7 Headings and Subheadings

Headings and subheadings in this Plan are inserted for convenience only and are not to be considered in the construction of the provisions hereof.

EXECUTED, on behalf of EQR, this 24 ^th day of April, 2008.


	EQUITY RESIDENTIAL


	By	/s/ Catherine Carraway

Exhibit 10.2

THE EQUITY RESIDENTIAL GRANDFATHERED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2005

Table of Contents

		Page

ARTICLE 1	INTRODUCTION	1
1.1	Purpose of Plan	1
1.2	Status of Plan	1

ARTICLE 2	DEFINITIONS	2
2.1	Account	2
2.2	Change Form	2
2.3	Change of Control	2
2.4	Code	2
2.5	Compensation	3
2.6	Credited Service	3
2.7	Educational Account	3
2.8	Elective Deferral	3
2.9	Eligible Employee	3
2.10	Eligible Trustee	3
2.11	Employer	3
2.12	Enrollment Form	4
2.13	Entry Date	4
2.14	EQR	4
2.15	ERISA	4
2.16	Extended Company	4
2.17	Funding Trust	5
2.18	Funding Trustee	5
2.19	Insolvent	5
2.20	Normal Retirement Age	5
2.21	Matching Deferral	5
2.22	Participant	5
2.23	Plan	5
2.24	Plan Administrator	5
2.25	Plan Year	6
2.26	Qualified Plan	6

Table of Contents

(continued)

		Page

2.27	Restricted Share	6
2.28	Share	6
2.29	Share Appreciation Right	6
2.30	Share Option	6
2.31	Share Deferral	6
2.32	Total and Permanent Disability	6
2.33	Unforeseeable Emergency	6
2.34	Unrestricted Share	7

ARTICLE 3	PARTICIPATION	7
3.1	Satisfaction of Eligibility Requirements	7
3.2	Commencement of Participation	8
3.3	Continued Participation	8
3.4	Suspension of Participation	8

ARTICLE 4	ELECTIVE AND MATCHING DEFERRALS	9
4.1	Elective Deferrals	9
4.2	Share Deferrals	11
4.3	Matching Deferrals	13
4.4	Enrollment Forms	14

ARTICLE 5	ACCOUNTS	14
5.1	Accounts	14
5.2	Educational Account	15
5.3	Investments	16

ARTICLE 6	VESTING	17
6.1	General	17
6.2	Change of Control	18
6.3	Death or Disability	18
6.4	Insolvency	19
6.5	Normal Retirement Age	19

ARTICLE 7	PAYMENTS	19
7.1	Election as to Time and Form of Payment	19

Table of Contents

(continued)

		Page

7.2	Termination of Service	22
7.3	Death	23
7.4	Withdrawal Due to Unforeseeable Emergency	23
7.5	Withdrawal Due to Educational Expense	24
7.6	Other Withdrawals	25
7.7	Forfeiture of Non-Vested Amounts	26
7.8	Taxes	26

ARTICLE 8	PLAN ADMINISTRATOR	27
8.1	Plan Administration and Interpretation	27
8.2	Powers, Duties, Procedures, Etc	27
8.3	Information	28
8.4	Indemnification of Plan Administrator	28

ARTICLE 9	CLAIMS PROCEDURES	28

ARTICLE 10	AMENDMENT AND TERMINATION	30
10.1	Amendment	30
10.2	Termination of Plan	30
10.3	Existing Rights	31

ARTICLE 11	MISCELLANEOUS	31
11.1	No Funding	31
11.2	Non-assignability	32
11.3	Limitation of Participant’s Rights	32
11.4	Participants Bound	32
11.5	Receipt and Release	32
11.6	Governing Law	33
11.7	Headings and Subheadings	33

iii

ARTICLE 1

INTRODUCTION

1.1 Purpose of Plan

EQR initially adopted the Plan to provide a means by which certain employees could elect to defer receipt of portions of their Compensation and to provide opportunities for such individuals to save for retirement and for the education of their children. As first amended and restated, the Plan also provided for the participation of non-employee trustees on the terms and conditions set forth herein. The Plan was frozen as of December 31, 2004 and the Plan and all accounts under it are intended to be grandfathered in all respects from the effects of Code Section 409A. A separate plan, the Equity Residential Supplemental Executive Retirement Plan was established with respect to deferrals which were not earned and vested as of December 31, 2004. Amounts which were not earned and vested as of December 31, 2004 and the earnings on those deferrals have been transferred to the Equity Residential Supplemental Executive Retirement Plan. This amendment and restatement shall apply to eligible employees and trustees from and after January 1, 2005.

1.2 Status of Plan

under Code Section 409A and it is intended that the plan be interpreted consistent with that intent.

ARTICLE 2

DEFINITIONS

Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

2.1 Account means, for each Participant, the account established for his or her benefit under Section 5.1.

2.2 Change Form means the document or documents prescribed by the Plan Administrator and pursuant to which a Participant may change elections made on an Enrollment Form.

2.3 Change of Control means (i) the acquisition by any entity, person, or group of more than 50% of the outstanding Shares from the holders thereof; (ii) a merger or consolidation of EQR with one or more other entities as a result of which the ultimate holders of outstanding Shares immediately prior to such merger hold less than 50% of the shares of beneficial ownership of the surviving or resulting corporation; or (iii) a transfer of substantially all of the property of EQR other than to an entity of which EQR directly or indirectly owns at least 50% of the shares of beneficial ownership.

2.4 Code means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or

succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

2.5 Compensation means cash compensation payable by an Employer (before deductions) for service performed for the Employer that currently would be includable in gross income and may consist of either the Participant’s (i) salary, (ii) commissions, and/or (iii) incentive pay. In the case of an Eligible Trustee, “Compensation” means all cash remuneration otherwise payable to him or her for service as a member of the Board of Trustees, including but not limited to any retainer and committee or chair fees.

2.6 Credited Service means the Participant’s Years of Credited Service as calculated for purposes of the Qualified Plan.

2.7 Educational Account means an account established by a Participant pursuant to Section 5.2, for the use described therein.

2.8 Elective Deferral means the portion of Compensation which is deferred by a Participant under Section 4.1.

2.9 Eligible Employee means, on any Entry Date, those employees of an Employer whose anticipated total annualized Compensation is not less than $80,000.

2.10 Eligible Trustee means, on any Entry Date, a member of tote Board of Trustees of EQR who is not an employee of EQR.

2.11 Employer means Equity Residential, Equity Residential Properties Management Limited Partnership, Equity Residential Properties Management Limited Partnership II, Equity

Residential Properties Management Corp. and each other entity that is affiliated with EQR and that adopts the Plan with the consent of EQR.

2.12 Enrollment Form means the document or documents prescribed by the Plan Administrator and pursuant to which a Participant may make elections to defer Compensation and/or defer income with respect to Shares, Restricted Shares, Share Options or Share Appreciation Rights, and related elections, hereunder.

2.13 Entry Date means (i) the January 1 of each Plan Year, and (ii) in the case of an individual described in Section 4.1(b)(iii), the date as of which his or her Enrollment Form is effective as described therein. Effective January 1, 2005 no additional Eligible Employees are permitted to participate in the Plan.

2.14 EQR means Equity Residential, and any successor thereto.

2.15 ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to any section or subsection of ERISA includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

2.16 Extended Company means an Employer and any other entity so designated by the Plan Administrator, but only if such other entity maintains a non-qualified deferred compensation arrangement that provides that if an employee terminates his or her employment with the entity and immediately accepts a position with EQR, his or her employment is not treated as having terminated for purposes of distributions under such arrangement. The Plan

Administrator may change the entities designated as Extended Companies from time to time as it deems appropriate.

2.17 Funding Trust means the grantor trust established by EQR to hold assets contributed under the Plan.

2.18 Funding Trustee means the trustee or trustees under the Funding Trust.

2.19 Insolvent means either (i) the Employer is unable to pay its debts as they become due, or (ii) the Employer is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

2.20 Normal Retirement Age means age sixty-five (65).

2.21 Matching Deferral means a contribution by an Employer for the benefit of a Participant who is an Eligible Employee, as described in Section 4.3.

2.22 Participant means any individual who participates in the Plan in accordance with Article 3.

2.23 Plan means The Equity Residential Supplemental Executive Retirement Plan as amended and restated herein, and as further amended from time to time.

2.24 Plan Administrator means the Senior Vice President, Human Resources, or such other person, persons or entity designated by EQR to administer the Plan and to serve as the agent for the settlor of the Funding Trust as contemplated by the agreement establishing the Funding Trust. If no such person or entity is so serving at any time, EQR shall be the Plan Administrator.

2.25 Plan Year means the 12-month period ending on December 31.

2.26 Qualified Plan means the Equity Residential ADVANTAGE Retirement Savings Plan.

2.27 Restricted Share means a Share that is subject to a substantial risk of forfeiture for purposes of Section 83 of the Code.

2.28 Share means a share of beneficial interest, par value $.01 per share, of EQR.

2.29 Share Appreciation Right means a right to share in the appreciation of Shares granted by EQR.

2.30 Share Option means an option to purchase Shares granted by EQR.

2.31 Share Deferral means the portion of a Share, Share Option or Share Appreciation Right deferred by a Participant under Section 4.2.

2.32 Total and Permanent Disability means a physical or mental condition that entitles a Participant to benefits under the Employer-sponsored long-term disability plan in which he or she participates.

2.33 Unforeseeable Emergency means an immediate and heavy financial need resulting from any of the following:

(a) Expenses which are not covered by insurance and which the Participant or his or her spouse or dependent has incurred as a result of, or is required to incur in order to receive, medical care;

(b) The need to prevent eviction of a Participant from his or her principal residence or foreclosure on the mortgage of the Participant’s principal residence; or

(c) Any other circumstance that is determined by the Plan Administrator in its sole discretion to constitute an unforeseeable emergency that (i) is not covered by insurance and (ii) cannot reasonably be relieved by the liquidation of the Participant’s assets.

2.34 Unrestricted Share means a Share that is subject to Section 83 of the Code and is not subject to a substantial risk of forfeiture.

ARTICLE 3

PARTICIPATION

3.1 Satisfaction of Eligibility Requirements

Prior to each Entry Date, the Plan Administrator shall determine in its discretion the identity of those Eligible Employees and Eligible Trustees, including any retired officers or trustees, who may commence or continue their participation in the Plan as of such Entry Date. The Plan Administrator will notify Eligible Employees and Eligible Trustees of their eligibility to participate in the Plan and provide them with an Enrollment Form. If the Plan Administrator determines that a Participant currently making Elective Deferrals, Share Deferrals or Matching Deferrals is not eligible to participate in the Plan as of an upcoming Entry Date because he or she no longer satisfies the eligibility requirements described in Section 2.9 or 2.10 (as applicable), the Participant will be subject to a suspension of participation as described in Section 3.4 below.

Notwithstanding any provision in this Plan to the contrary, effective January 1, 2005 no additional Eligible Employees are permitted to participate in the Plan and no Participants may make any deferrals in 2005 or later calendar years under the Plan.

3.2 Commencement of Participation

An Eligible Employee or Eligible Trustee shall become a Participant in the Plan on the first date as of which an Elective Deferral, Share Deferral, or Matching Deferral is credited to his or her Account.

3.3 Continued Participation

A Participant in the Plan shall continue to be a Participant so long as any amount remains credited to his or her Account.

3.4 Suspension of Participation

If, pursuant to Section 3.1, the Plan Administrator determines that an active Participant no longer satisfies the eligibility requirements of Section 2.9 or 2.10 (as applicable), the Plan Administrator shall notify the Participant, and the Participant’s Elective Deferrals, Share Deferrals and Matching Deferrals shall be suspended until the next following Entry Date as of which the Participant again satisfies Section 2.9 or 2.10 (as applicable). If the Plan Administrator, pursuant to Section 3.1, determines that the Participant again satisfies the eligibility requirements of Section 2.9 or 2.10 (as applicable), the Plan Administrator shall notify the Participant, and the Participant shall be permitted to resume active participation in the Plan as of the next following Entry Date in accordance with Article 4. Upon such resumption, EQR may

make Matching Deferrals for such Participant to make up for any Matching Deferrals not made while his or her participation was suspended.

ARTICLE 4

ELECTIVE AND MATCHING DEFERRALS

4.1 Elective Deferrals

(a) An individual who is an Eligible Employee or Eligible Trustee may elect to defer receipt of a whole percentage or whole dollar amount of up to 25% (or 100% in the case of an Eligible Trustee) of the Compensation (exclusive of any bonus) otherwise payable to him or her, on and after a subsequent Entry Date for the applicable Plan Year. In addition, subject to the provisions of subsection (b)(iii) below, an Eligible Employee may elect to defer up to 100% of any incentive pay Compensation payable during a Plan Year. For purposes of the foregoing, the Elective Deferral of each Eligible Employee will equal the greater of (i) the elected percentage of his or her Compensation or elected dollar amount, as the case may be; or (ii) the entire amount of his or her Compensation remaining after (A) all contributions that the Eligible Employee has elected to make under all other retirement and welfare benefit plans maintained by his or her Employer have been deducted from his or her Compensation, and (B) deductions from Compensation required by law, including Social Security and Medicare taxes. An Eligible Employee or Eligible Trustee who desires to elect such a deferral shall complete and file an Enrollment Form with the Plan Administrator.

(b) Each Enrollment Form shall be effective as described in clauses (i), (ii), (iii) and (iv) below.

(i) An Enrollment Form with respect to salary and commissions paid from and after the Entry Date in any Plan Year shall be filed on or before a deadline established by the Plan Administrator for the applicable Plan Year, but in no event later than the December 31 that precedes the first day of such Plan Year.

(ii) Notwithstanding clause (i) in the case of an individual who first becomes an Eligible Employee or Eligible Trustee following the commencement of the Plan Year, the enrollment form will be effective with respect to salary and commissions received after the date the Enrollment Form is filed, if it is filed within 30 days after the date the individual becomes an Eligible Employee or Eligible Trustee.

(iii) An Enrollment Form with respect to incentive pay shall be filed on or before October 1 of the Plan Year preceding the Plan Year in which the incentive pay is otherwise payable; provided that, in the case of an individual who first becomes an Eligible Employee after October 1 of any Plan Year, the Enrollment Form will be effective if it is filed no later than 30 days after he or she becomes an Eligible Employee and before the start of the Plan Year in which the incentive pay is otherwise payable.

(c) Each Enrollment Form shall be effective for all Compensation to be paid to the Participant filing such Enrollment Form from and after the Entry Date to which such

E nrollment Form applies. An election to defer salary or commissions also shall apply from and after subsequent Entry Dates unless changed as provided herein, or until such time (if any) that the Participant is suspended from the Plan, as provided under Section 3.4 or Section 7.6.

(d) Notwithstanding any provision in this plan to the contrary, no Elective Deferrals shall be made under this plan after December 31, 2004. All Elective Deferrals made after December 31, 2004 shall be made under the Equity Residential Supplement Executive Retirement Plan.

4.2 Share Deferrals

(a) An individual who is an Eligible Employee and who has received (or is to receive) a Restricted Share, Share Option or Share Appreciation Right or is to receive an Unrestricted Share may elect to defer (i) with respect to a Restricted Share, the Ownership of the Share when it is an Unrestricted Share; (ii) with respect to an Unrestricted Share, the Ownership of the Unrestricted Share; or (iii) with respect to a Share Option or Share Appreciation Right, the ownership of the Shares or other proceeds of an exercise thereof. An Eligible Employee who desires to elect a Share Deferral shall complete and file an Enrollment Form with the Plan Administrator. Any dividends on such shares paid to any Participant, other than any former employee of the Employer who, as of January 1, 2005, had made an election under the terms of the Plan in effect prior to January 1, 2005 (a “Grandfathered Former Employee”), shall be credited to such Participant’s Account when received by the Funding Trustee. Any dividends payable on such shares to a Grandfathered Former Employee shall be distributed in accordance with such Grandfathered Former Employee’s election.

(b) An election pursuant to paragraph (a) must be made (i) with respect to a Restricted Share, at least twelve months before the date it would become and Unrestricted Share; or (ii) with respect to a Share Option or Share Appreciation Right, at least 12 months prior to the date the Share Option or Share Appreciation Right is exercised, or at such time as the Plan Administrator may specify.

(c) Notwithstanding the foregoing provisions of this Section 4.2, the Funding Trustee shall not be required to hold on behalf of a Participant any Unrestricted Share, Restricted Share, Share Option or Share Appreciation Right deferred by the Participant in accordance with paragraph (a) above. Instead, the Funding Trustee shall credit to the Participant’s Account an amount equal to (i) in the case of an Unrestricted Share or Restricted Share, the fair market value thereof on the date that the Share would otherwise be received by the Participant; and (ii) in the case of a Share Option or Share Appreciation Right, the excess of the fair market value of the underlying Shares over the exercise or base price thereof on the date of exercise. The Participant may request, in accordance with Section 5.3, that the amounts credited to his or her Account following a Share Deferral be invested in shares, provided that the Funding Trustee shall have no obligation to comply with such request.

(d) Notwithstanding any revision in this Plan to the contrary, no Share Deferrals shall be made after December 31, 2004 and any Share Deferrals which have been elected on or prior to December 31, 2004 but not yet made because the Share remained a Restricted Share on December 31, 2004 shall be made under the Equity Residential Supplemental Executive Retirement Plan and all of the rights of the Participant and the Company with respect to such deferral shall be transferred to such Plan.

4.3 Matching Deferrals

(a) Not later than the latest date permitted by Section 404 of the Code for matching contributions under the Qualified Plan with respect to each Plan Year thereunder (or such later date that the need for a Matching Deferral is determined), the Employer shall contribute a Matching Deferral to the Account of each Participant who is an Eligible Employee, if required by the next sentence. The Matching Deferral for each Eligible Employee for the Plan Year shall equal the excess of (i) the amount, if any, by which the Eligible Employee’s matching contributions under the Qualified Plan were reduced because of the operation of Section 401(m) of the Code, or because the amount of his or her elective contributions to the Qualified Plan were reduced by operation of or to comply with Section 401(k)(3) of the Code (but considering all other conditions, restrictions and provisions of the Code or the Qualified Plan); over (ii) any amount paid to the Eligible Employee with respect to such Plan Year by the Qualified Plan or the Employer to compensate or otherwise make up for such reduction.

(b) Notwithstanding paragraph (a) above, a Matching Deferral will be made for an Eligible Employee for a Plan Year only if the Eligible Employee would have been eligible to receive allocation of a matching contribution made under the Qualified Plan for such Plan Year.

(c) Notwithstanding any provision in this Plan to the contrary, all Matching Deferrals which are not earned and vested as of December 31, 2004 shall be made under, and be a part of , the Equity Residential Supplemental Executive Retirement Plan.

4.4 Enrollment Forms

All Enrollment Forms filed pursuant to Article 4 shall be irrevocable (i) with respect to Elective Deferrals under Section 4.1, except as provided therein; and (ii) for Share Deferrals under Section 4.2, with respect to the Unrestricted Share, Restricted Share, Share Option or Share Appreciation Right subject thereto. Notwithstanding the foregoing, if a Participant incurs an Unforeseeable Emergency, he or she may file a Change Form to revoke his or her Enrollment Form (but only to the extent reasonably needed to relieve the Unforeseeable Emergency). Any Change Form that revokes an Enrollment Form shall be effective as described in the first sentence of this Section 4.4.

ARTICLE 5

ACCOUNTS

5.1 Accounts

The Plan Administrator shall establish an Account for each Participant reflecting Elective Deferrals, Share Deferrals and Matching Deferrals (if applicable) made for the Participant’s benefit together with any adjustments for income, gain or loss and any payments from the Account. Elective Deferrals, Share Deferrals and Matching Deferrals will be credited to the Account of each applicable Participant as of the later of the date they are received by the Funding Trustee or the date the Funding Trustee receives from the Plan Administrator such instructions as the Funding Trustee may reasonably require to allocate the amount received among the investments maintained by the Funding Trustee. A Participant’s Account shall also include any Educational Account established pursuant to Section 5.2. As soon as practicable following the last business day of each calendar quarter, the Plan Administrator (or its designee)

shall provide the Participant with a statement of such Participant’s Account reflecting the income, gains and losses (realized and unrealized), amounts of deferrals and distributions with respect to such Account since the prior statement. The Accounts under this Plan shall reflect only amounts earned and vested as of December 31, 2004. Amounts not earned and vested as of December 31, 2004 shall be a part of the Equity Residential Supplemental Executive Retirement Plan.

5.2 Educational Account

(a) An Eligible Employee or an Eligible Trustee may transfer any vested portion of his or her Plan Account into an Educational Account in accordance with this Section 5.2.

(b) An Educational Account may be established for any adopted or natural-born child of an Eligible Employee in order to finance such child’s post-secondary undergraduate or graduate level education. An Eligible Employee wishing to establish an Educational Account shall so notify the Plan Administrator in writing, on a form prescribed by the Plan Administrator for that purpose, no later than: (i) with respect to an Educational Account established to finance a child’s undergraduate education, the beginning of the child’s last full academic year of high school (or comparable) education, or (ii) with respect to an Educational Account established to finance a child’s graduate education, the beginning of the child’s last full academic year of undergraduate education.

(c) All or part of the balance of an Eligible Employee’s Educational Account, adjusted for earnings, gains and losses, may be withdrawn by the Eligible Employee on a quarterly basis to pay expenses related to tuition, books, lodging and meals in connection with the

post-secondary undergraduate or graduate-level education (as applicable) of the child with respect to whom the Account was established, to the extent incurred at an accredited institution of higher learning; provided, however, that lodging expenses incurred as a result of the child’s residence in a home owned directly or indirectly by the Eligible Employee shall not be reimbursed. Distribution of the balance of an Educational Account shall be governed by Section 7.5.

(d) Notwithstanding any other provision of this Plan to the contrary, no amount may be transferred or deposited into an Educational Account on or after January 1, 2005.

5.3 Investments

(c) Subject to paragraph (a) above, a Participant may request that the Funding Trustee hold the following types of investments in such Participant’s Account:

(i) Mutual funds (load or no-load)

(ii) Securities traded on the NASDAQ national market or a national securities exchange; provided, however, that this provision shall only apply to securities acquired prior to January 1, 2003.

ARTICLE 6

VESTING

6.1 General

(a) A Participant shall at all times have a fully vested and nonforfeitable right to all Elective Deferrals credited to his or her Account, adjusted for income, gain and loss attributable thereto.

(b) Subject to earlier vesting as provided in Sections 6.2, 6.3 and 6.4, a Participant shall become vested in the portion of his or her Account derived from a Share Deferral credited to his or her Account attributable to a Restricted Share, adjusted for income, gain and loss attributable thereto, at the same time that such Restricted Share would have become a Share that was not a Restricted Share.

A Participant shall at all times have a fully vested and nonforfeitable right to all Share Deferrals credited to his or her Account and attributable to Unrestricted Shares, Share Options or Share Appreciation Rights.

(c) Subject to earlier vesting as provided in Sections 6.2, 6.3 and 6.4, a Participant shall become vested in the portion of his or her Account attributable to Matching Deferrals credited to his or her Account, adjusted for income, gain and loss attributable thereto, based on his or her years of Credited Service in accordance with the following schedule:

Years of Credited Service	Vested Percentage
Less than 2	0	%
2	25	%
3	50	%
4	75	%
5 or more	100	%

6.2 Change of Control

A Participant who is then in the employ of an Employer shall become fully vested in his or her Account immediately prior to a Change of Control.

6.3 Death or Disability

A Participant shall become fully vested in his or her Account immediately prior to termination of the Participant’s employment by reason of the Participant’s death or Total and Permanent Disability.

6.4 Insolvency

A Participant who is then in the employ of an Employer shall become fully vested in his or her Account immediately prior to his or her Employer’s becoming Insolvent, in which case the Participant will have the same rights as a general unsecured creditor of the Employer with respect to his or her Account balance.

6.5 Normal Retirement Age

A Participant shall become fully vested in his or her Account immediately prior to a termination of the Participant’s employment on or after the Participant attains his or her Normal Retirement Age.

ARTICLE 7

PAYMENTS

7.1 Election as to Time and Form of Payment

(a) Subject to the limitations of this Article 7, a Participant may specify a distribution date following the termination of a Participant’s employment and service as a member of EQR’s Board of Trustees applicable to his or her Elective Deferrals, vested Share Deferrals and vested Matching Deferrals in accordance with the following:

(i) A Participant may specify (on the Enrollment Form) the date or age at which all Elective Deferrals, vested Share Deferrals and vested Matching Deferrals described in the last sentence of this subparagraph (i), adjusted for earnings, gains and losses attributable thereto, will be paid or commence to be paid to the

Participant. Such specified date must result in deferral over a period of at least one complete Plan Year and shall apply to all Elective Deferrals, vested Share Deferrals and vested Matching Deferrals for (A) the Plan Year for which the Enrollment Form is filed; (B) any prior Plan Year, in the case of a Matching Deferral for which no Enrollment Form was filed; and (C) any subsequent Plan Year the last day of which is at least one full Plan Year before the Participant’s elected distribution date.

(ii) On the Enrollment Form filed for the first Plan Year with respect to which a distribution date election under subparagraph (i) would not be applicable (and for the first Plan Year with respect to which an election under this subparagraph would not be applicable pursuant to the last sentence of this subparagraph), a Participant may specify the date on which distribution of the Participant’s Elective Deferrals, vested Share Deferrals and vested Matching Deferrals described in the last sentence of this subparagraph (ii), as adjusted for earnings, gains and losses, will be paid or commenced to be paid to the Participant. Such specified date must result in deferral over a period of at least one complete Plan Year and shall apply to all Elective Deferrals, vested Share Deferrals and vested Matching Deferrals (as adjusted) for the Plan Year for which the Enrollment form is filed, and for any subsequent Plan Year the last

day of which is at least one full Plan Year before the Participant’s specified distribution date.

(b) If approved by the Plan Administrator, a Participant may change a date elected for distribution pursuant to paragraph (a); provided that (i) the change is filed with the Plan Administrator no later than the December 31 that is at least one Plan Year before the Plan Year in which the previously elected date occurs; and (ii) the new date for distribution occurs no earlier than the second Plan Year after the Plan Year in which the previous change occurs.

(i) A single lump-sum payment; or

(ii) Annual installments over a period elected by the Participant of up to ten (10) years, the amount of each installment to equal the then balance of the Account divided by the number of installments remaining to be paid. The Participant may separately designate the date or age of the initial payment and the date or age that the remaining payments are to begin; provided, however, that all distributions must be completed within ten (10) years of the Participant’s termination of employment and service as a member of EQR’s Board of Trustees.

A Participant who has made no election under this paragraph (c) or a Participant who has made such an election and wishes to change the election, may make an election under this paragraph;

provided that no election that is made other than on the Enrollment Form to which an Elective Deferral, a Share Deferral or a Matching Deferral is subject shall be effective until at least one full Plan Year following the date the election is filed with the Plan Administrator. Any such change shall also apply to all previous Enrollment Forms and Change Forms filed by the Participant to the extent that the change satisfies the preceding sentence in connection with such Forms.

(d) Except as provided in Sections 7.2, 7.3, 7.4, 7.5 and 7.6, payments from a Participant’s Account shall be made in accordance with the Participant’s elections under this Section 7.1. If no election is made by a Participant, or an election is invalid, distribution shall be made in a single lump sum upon the termination of the Participant’s employment.

7.2 Termination of Service

Upon termination of a Participant’s service as a member of EQR’s Board of Trustees, or termination of a Participant’s employment with all Employers and Extended Companies, as the case may be, for any reason other than death, the vested portion of the Participant’s Account shall be paid to the Participant according to the Participant’s distribution election, unless the Plan Administrator elects, in its sole discretion, to pay out a Participant’s Account balance in a single lump sum as soon as practicable following the date of termination. An Employer shall have the right to offset against any payments made to a Participant under this Section 7.2 an amount as is

necessary to reimburse the Employer for liabilities or obligations of the Participant to the Employer, including for amounts misappropriated by the Participant.

7.3 Death

(a) If a Participant dies prior to the complete distribution of his or her Account, the vested portion of the Participant’s Account shall be paid to the Participant’s designated beneficiary or beneficiaries, according to the Participant’s distribution election, unless the Plan Administrator elects, in its sole discretion, to pay out a Participant’s Account balance in a single lump sum as soon as practicable following the date of termination.

(b) A Participant may designate a beneficiary by so noticing the Plan Administrator in writing, at any time before Participant’s death, on a form prescribed by the Plan Administrator for that purpose. A Participant may revoke any beneficiary designation or designate a new beneficiary at any time without the consent of a beneficiary or any other person. If no beneficiary is designated or no designated beneficiary survives the Participant, payment shall be made to the Participant’s surviving spouse, or, if none, to the Participant’s issue per stirpes, in a single payment. If no spouse or issue survives the Participant, payment shall be made in a single lump sum to the Participant’s estate.

7.4 Withdrawal Due to Unforeseeable Emergency

reasonably anticipated to result from the distribution. A Participant requesting an emergency payment shall apply for the payment in writing using a form prescribed by the Plan Administrator for that purpose and shall provide such additional information as the Plan Administrator may require. A Participant receiving a withdrawal under this Section 7.4 shall be suspended from making Elective Deferrals under the Plan for the balance of the Plan Year of the withdrawal and for the next following Plan Year.

7.5 Withdrawal Due to Educational Expense

(a) All or part of the balance of an Educational Account established under Section 5.2 shall be distributed on a quarterly basis at the Participant’s request as the expenses described in Section 5.2 are incurred by or for the child with respect to whom the Educational Account was established. The Participant’s request shall be in writing, delivered to the Plan Administrator, on a form prescribed for that purpose by the Plan Administrator. The Plan Administrator may require such documentation as it deems necessary to substantiate such expenses.

(b) Notwithstanding the foregoing, 90% of the balance of an Educational Account shall be transferred back to the Account of the Participant and the balance of the Educational Account shall be forfeited as of the earlier of: (i) the date as of which the child ceases full-time pursuit of post-secondary undergraduate or graduate-level education (as applicable) for a period of more than 12 consecutive months; or (ii) with respect to (A) an Educational Account established to finance the undergraduate education of a Participant’s child, the child’s 23rd birthday, or (B) an Educational Account established to fund the graduate education of a Participant’s child, the child’s 28th birthday.

(c) Notwithstanding the foregoing, 100% of the balance of an Educational Account shall be transferred back to the Participant’s Account if the child with respect to whom the Educational Account is established dies before reaching: (i) age 23 with respect to an Educational Account established to finance the child’s undergraduate education, or (ii) age 28 with respect to an Educational Account established to finance the child’s post-graduate education.

7.6 Other Withdrawals

Upon the request of a Participant, the Plan Administrator, in its sole discretion, may pay to the Participant any amount up to the vested portion of the Participant’s Account. A Participant requesting a withdrawal under this Section 7.6 shall apply for the payment in writing on a form prescribed by the Plan Administrator for that purpose, and shall provide such additional information as the Plan Administrator may require. The Plan Administrator will pay 90% of the withdrawn amount to the Participant and the remaining 10% will be forfeited. A Participant receiving a withdrawal under this Section 7.6 shall be suspended from making Elective Deferrals and Share Deferrals under the Plan until the next Entry Date that is at least twelve (12) months following his or her receipt of such withdrawal. Notwithstanding the foregoing, and only in connection with a one-time request during employment, no forfeiture amount shall be applied with respect to a Participant distribution pursuant to this Section 7.6, and no suspension of participation shall be required, if (a) the distribution commences on or after the Participant attains age fifty (50) and (b) the distribution election is made at least one complete Plan Year prior to the distribution date.

7.7 Forfeiture of Non-Vested Amounts

(a) To the extent that any amounts credited to a Participant’s Account are not vested at the time such amounts are otherwise payable under Sections 7.1 and 7.2, they shall b e forfeited. Such forfeited amounts, as well as forfeitures pursuant to Sections 7.5 and 7.6, shall be used to satisfy the Employer’s obligation to make contributions to the Funding Trust under the Plan.

(b) If (i) the Plan pays to any terminated Participant who is not 100% vested in his or her Account, the vested portion of his or her Account prior to the time such Participant has incurred five (5) consecutive Breaks in Service for purposes of the Qualified Plan and (ii) such Participant resumes employment as an Eligible Employee after receipt of such distribution and before incurring five (5) consecutive Breaks in Service, the provisions of this Section 7.7(b) shall apply. Upon such reemployment, the forfeited portion of the Participant’s Account shall be restored to his or her credit and an additional Employer contribution in that amount shall be made for that purpose. The restored portion of the Eligible Employee’s Account shall remain subject to the terms of the Plan and shall be subject to the vesting provisions of Article 6, but shall include the Credited Service prior to and following the Eligible Employee’s Breaks in Service.

7.8 Taxes

ARTICLE 8

PLAN ADMINISTRATOR

8.1 Plan Administration and Interpretation

8.2 Powers, Duties, Procedures, Etc.

such claims and appeal procedures with respect to the Plan as the Plan Administrator may establish.

8.3 Information

8.4 Indemnification of Plan Administrator

ARTICLE 9

CLAIMS PROCEDURES

decision on a claim cannot be rendered by the Administrator within the ninety (90) day period, the Administrator may extend the period in which to render the decision up to one hundred eighty (180) days after receipt of the written claim. The denial notice, which shall be written in a manner calculated to be understood by the claimant, shall contain (a) the specific reason(s) for the adverse determination, (b) reference to the specific Plan provisions on which the adverse determination is based, (c) a description of any additiona l material information necessary for the claim to be granted and an explanation of why such information is necessary, and (d) a description of the Plan’s claim review procedures, the time limits under the procedures and a statement regarding the claimant’s right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974 (“ERISA”) following an adverse benefit determination on appeal.

Within sixty (60) days after receipt by the claimant of written notice of the denial, the claimant or his duly authorized representative may appeal such denial by filing a written application for review with the Administrator at the address of the Company. Each such application shall state the grounds upon which the claimant seeks to have the claim reviewed. The claimant or his representative may request access to all pertinent documents relative to the claim for the purpose of preparing the application. The Administrator will then review the decision and notify the claimant in writing of the result within sixty (60) days of receipt of the application for review. The sixty (60) day period may be extended if specific circumstances require an extension of time for processing, in which case the decision shall be rendered as soon as possible, but no later than one hundred twenty (120) days after receipt of the application for review. The appeal denial notice, which shall be written in a manner calculated to be understood by the claimant, shall contain (a) the specific reason or reasons for the adverse determination, (b)

reference to the specific Plan provisions on which the adverse determination is based, (c) a statement that the claimant is entitled to receive, upon written request and free of charge, access to and copies of all documents, records and other information relevant to the benefit claim, and (d) a statement regarding the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on appeal.

ARTICLE 10

AMENDMENT AND TERMINATION

10.1 Amendment

EQR shall have the right to amend the Plan from time to time, subject to Section 10.3, by an instrument in writing which has been executed on its behalf by a duly authorized officer. Notwithstanding the foregoing, no amendment shall cause the Plan to be subject to Code Section 409A.

10.2 Termination of Plan

The Plan is strictly a voluntary undertaking on the part of the Employers and shall not be deemed to constitute a contract between an Employer and any Eligible Employee (or any other employee) or any Eligible Trustee, a consideration for, or an inducement or condition of employment for, the performance of the services by any Eligible Employee (or other employee) or any Eligible Trustee. EQR reserves the right to terminate the Plan at any time, subject to Section 10.3, by an instrument in writing which has been executed on its behalf by a duly authorized officer. Upon termination, EQR may (a) elect to continue to maintain the Funding Trust to pay benefits hereunder as they become due as if the Plan had not terminated or (b) direct the Funding Trustee to pay promptly to Participants (or their beneficiaries) the vested balance of

their Accounts. For purposes of the preceding sentence, in the event clause (b) is implemented, the Account balance of all Participants who are in the employ of an Employer at the time the Funding Trustee is directed to pay such balances shall become fully vested and nonforfeitable. After Participants and their beneficiaries are paid all Plan benefits to which they are entitled, all remaining assets of the Funding Trust attributable to Participants who terminated employment with the Employers prior to termination of the Plan and who were not fully vested in their Accounts under Article 6 at that time shall be returned to the Employers.

10.3 Existing Rights

ARTICLE 11

MISCELLANEOUS

11.1 No Funding

11.2 Non-assignability

11.3 Limitation of Participant’s Rights

Nothing contained in the Plan shall confer upon any person a right to be employed or to continue in the employ of an Employer or on the Board of Trustees of EQR, or interfere in any way with the right of an Employer to terminate the employment of a Participant in the Plan at any time, with or without cause.

11.4 Participants Bound

11.5 Receipt and Release

Any payment to any Participant or beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Employers, the

Plan Administrator and the Funding Trustee under the Plan, and the Plan Administrator may require such Participant or beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect. If any Participant or beneficiary is determined by the Plan Administrator to be incompetent by reason of physical or mental disability (including minority) to give a valid receipt and release, the Plan Administrator may cause the payment or payments becoming due to such person to be made to another person for his or her benefit without responsibility on the part of the Plan Administrator, the Employers or the Funding Trustee to follow the application of such funds.

11.6 Governing Law

The Plan shall be construed, administered, and governed in all respects under and by the laws of the State of Illinois to the extent not superseded by federal law. If any provision shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

11.7 Headings and Subheadings

Headings and subheadings in this Plan are inserted for convenience only and are not to be considered in the construction of the provisions hereof.

EXECUTED, on behalf of EQR, this 24 ^th day of April, 2008.

			EQUITY RESIDENTIAL


			By	/s/ Catherine Carraway

Exhibit 31.1

CERTIFICATIONS

I, David J. Neithercut, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Equity Residential;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

		a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

		b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

		c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

		d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

		a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

		b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2008
	/s/	David J. Neithercut
		David J. Neithercut
		Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Mark J. Parrell, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Equity Residential;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

		a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

		b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

		c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

		d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

		a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

		b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2008
	/s/	Mark J. Parrell
		Mark J. Parrell
		Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Equity Residential (the “Company”) on Form 10-Q for the period ending March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David J. Neithercut, Chief Executive Officer of the Company, certify, pursuant to 18.U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/	David J. Neithercut
David J. Neithercut
Chief Executive Officer
May 8, 2008

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Equity Residential (the “Company”) on Form 10-Q for the period ending March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark J. Parrell, Chief Financial Officer of the Company, certify, pursuant to 18.U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/	Mark J. Parrell
Mark J. Parrell
Chief Financial Officer
May 8, 2008