EQUITY RESIDENTIAL (EQR)

CHANGE IN CONTROL AGREEMENT

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

Change in Control Agreement

On March 13, 2009, the Company and Mark J. Parrell, the Company’s Executive Vice President and Chief Financial Officer entered into a Change in Control Agreement in substantially the same form as the Change in Control Agreements with the Company’s other Executive Vice Presidents, which entitles Mr. Parrell to certain benefits if, within three years after a change in control of the Company, his employment is terminated without cause or he resigns for good reason. Such benefits would include a prorated bonus and long-term compensation award through the date of termination, continued health and life insurance benefits for 27 months, a gross-up for any applicable excise taxes and a lump sum cash severance payment equal to 2.25 times the sum of his annual base salary and the average of his annual cash bonus for the prior three years.

A copy of the Change in Control Agreement between the Company and Mr. Parrell is attached hereto as Exhibit 10.2.

(d) Exhibits