EQUITY RESIDENTIAL (EQR)

Compensation for Our Other Named Executives in 2008

Alan W. George. As Executive Vice President and Chief Investment Officer, Mr. George is responsible for contributing to the overall results of the Company, achievement of corporate goals, and performance on goals of the Investment Group, which is responsible for acquisitions and dispositions, the Condominium Division and, the areas of portfolio management and construction services. Specifically, Mr. George’s performance was assessed on the shared corporate financial and leadership goals, as well as same store revenue growth, management costs/overhead, new store performance and capital allocation. In his leadership role on the Company’s Investment Committee, Mr. George was directly involved in capital decisions to make the Company a net seller of property assets by reducing acquisition activity while continuing dispositions, and execution of those decisions. He led the Investment Group in acquisitions that totaled $412.4 million and dispositions totaling $896.7 million, achieving sales prices consistent with prior calculations of asset value. Mr. George was recognized for strong performance for his leadership on capital allocation and his contribution to same store revenue growth. In light of the Company’s assessment of Mr. George’s performance during 2008, Mr. George received a cash bonus of $435,200 (102% of target) and a long-term compensation award of $992,253 (128% of target).

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Frederick C. Tuomi. As Executive Vice President and President – Property Management, Mr. Tuomi is responsible for contributing to the overall results of the Company, achievement of corporate goals, and performance on goals and objectives of Property Management, which comprises the Company’s entire portfolio of apartment assets. In 2008, he oversaw the operations of 548 properties with 147,244 apartment units located in 23 states, and more than 4,000 employees, among the largest portfolios in the multifamily sector. He also serves on the Company’s Investment Committee, which makes decisions about capital allocation. Specifically, Mr. Tuomi’s performance was assessed on the shared corporate financial and leadership goals, as well as same store results, management costs/overhead and new store performance. Mr. Tuomi was recognized for his leadership on same store revenue growth and same store expense control, as well as the achievement of business unit objectives that included developing a lease-up marketing and sales best practices capability; instituting customer loyalty metrics throughout the portfolio; and achieving a 91.7% express service measure. In light of the Company’s assessment of Mr. Tuomi’s performance during 2008, Mr. Tuomi received a cash bonus of $440,725 (104% of target) and a long-term compensation award of $978,407 (115% of target).

Bruce C. Strohm. As Executive Vice President and General Counsel, Mr. Strohm has responsibility for contributing to the overall results of the Company and achievement of corporate and legal department goals. Specifically, Mr. Strohm’s performance was assessed on the shared corporate financial and leadership goals, as well as performance of department goals that included: providing strong legal counsel regarding real estate, corporate and property management matters including over $1.3 billion of real estate transaction activity and $1.6 billion of financing activity, contributing to the Company’s major accomplishment of increasing its liquidity position; serving as a key and trusted advisor to the Board and the Audit, Compensation and Corporate Governance committees on various legal and governance matters; maintaining the Company’s strong corporate governance scores (top 10% of real estate companies); outstanding litigation results and reduction of litigation reserves due to successful resolution of several large, complex disputes; and active oversight of the Company’s commercial insurance program, resulting in a reduction in insurance premiums by over 30% from the prior year. In light of the Company’s assessment of Mr. Strohm’s performance during 2008, Mr. Strohm received a cash bonus of $302,400 (86% of target) and a long-term compensation award of $668,303 (95% of target).

Mark J. Parrell. As Executive Vice President and Chief Financial Officer, Mr. Parrell is responsible for contributing to the overall results of the Company, as well as achievement of corporate goals, and performance of department goals and objectives in the areas of accounting, budgeting, investor relations, tax and treasury, as well as administrative responsibility for internal audit. Specifically, Mr. Parrell’s performance was assessed on the shared corporate financial and leadership goals, as well as department goals. Mr. Parrell was directly responsible for outstanding performance on the corporate balance sheet/liquidity management goal, leading the completion of three secured loans funded by Fannie Mae and Freddie Mac approximating $1.6 billion at attractive interest rates, dramatically improving the Company’s liquidity position. Successful achievement of his department goals resulted in improved internal audit work product, more accurate budgeting, reduced audit and internal control costs, and an improved cash management system. In light of the Company’s assessment of Mr. Parrell’s performance during 2008, Mr. Parrell received a cash bonus of $412,750 (127% of target) and a long-term compensation award of $665,226 (102% of target).