EQUITY RESIDENTIAL (EQR)

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On October 30, 2007, Equity Residential (the “Company”) announced that Gerald A. Spector, 60, will retire as Executive Vice President and Chief Operating Officer of the Company effective as of December 31, 2007.  The Company’s Board of Trustees approved his continued service on the Board and appointed him Vice Chairman of the Board effective as of January 1, 2008.

The Company and Mr. Spector entered into a Retirement Agreement dated as of October 30, 2007 (the “Retirement Agreement”), a copy of which is being filed as Exhibit 99.1 to this Current Report on Form 8-K.  The Retirement Agreement confirms Mr. Spector:  (i) will remain eligible for a cash bonus and long-term compensation grant for his services performed in 2007 as Executive Vice President and Chief Operating Officer in accordance with the customary year-end evaluation process for all executive officers; and (ii) will receive the same compensation as the other non-employee trustees (other than the Chairman of the Board) for his service as Vice Chairman of the Board beginning January 1, 2008.  The Retirement Agreement also provides that Mr. Spector will remain eligible for all retirement benefits under the Company’s Share Incentive Plan and his employment and retirement related agreements, provided he does not voluntarily leave the Board prior to age 62 in late 2008.  Finally, the Retirement Agreement confirms that Mr. Spector’s Amended and Restated Change of Control /Severance Agreement dated November 15, 2001, has been terminated.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Mark J. Parrell has been appointed Executive Vice President and Chief Financial Officer of Equity Residential (the “Company”) effective as of October 2, 2007. John G. Lennox had served as interim Chief Financial Officer, as previously reported in the Form 8-K filed by the Company on September 6, 2007, and will resume his role as the Company’s Senior Vice President of Financial Planning and Analysis. Mr. Parrell, 41, served as Senior Vice President and Treasurer of the Company since August 2005. He was First Vice President — Capital Markets from February 2003 to July 2005 and Vice President — Capital Markets from July 1999 to January 2003.

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 6, 2007, Equity Residential (the “Company”) announced that Donna Brandin will resign as Executive Vice President and Chief Financial Officer of the Company effective as of September 14, 2007.  In connection with Ms. Brandin’s resignation, the Company and Ms. Brandin entered into a Resignation Agreement dated as of September 5, 2007 (the “Resignation Agreement”), which sets forth certain matters with respect to the terms of Ms. Brandin’s resignation and supplements the Severance Agreement previously entered into by the Company and Ms. Brandin as of September 10, 2004 (the “Severance Agreement,” and, together with the Resignation Agreement, the “Agreements”).  A copy of the Resignation Agreement is attached hereto as Exhibit 10.1.

Effective as of September 14, 2007, John G. Lennox, a Senior Vice President of the Company, will serve as interim Chief Financial Officer.  Mr. Lennox, 53, has held a variety of management positions at the Company and its predecessor companies for over 23 years, including Controller, Senior Vice President of Finance and Administration and, currently, Senior Vice President of Financial Planning and Analysis.

Pursuant to the Agreements, Ms. Brandin will receive (i) a prorated cash bonus for services provided during 2007 of $185,000; (ii) cash severance of $600,000, representing one times her current annual salary and average bonus; (iii) immediate vesting of all her restricted shares, performance shares and options; and (iv) continued health benefits for up to one year. The Company will take a charge in the 3rd quarter of 2007 of approximately $1 million reflecting such payments and accelerated vesting. Ms. Brandin also released the Company and its affiliates from all potential claims, and agreed to non-competition and employee non-solicitation covenants for a period of one year following her resignation.