EQUITY RESIDENTIAL (EQR)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

As a non-employee Trustee, Ms. Bynoe will receive the same compensation as other non-employee trustees, which is described in the section entitled “Trustee Compensation” in the Company’s Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2009. The Company entered into an Indemnification Agreement with Ms. Bynoe in the same form that the Company has entered into with its other trustees and executive officers. The form of the Indemnification Agreement was filed as Exhibit 10.18 to the Company’s Form 10-K for the year ended December 31, 2003, filed with the SEC on March 12, 2004.

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 hereunto duly authorized.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Ian S. Kaufman has been appointed First Vice President, Controller and Chief Accounting Officer of Equity Residential (the “Company”) effective as of November 20, 2006.  Mr. Kaufman, who has been with the Company for eight years, is assuming the position of Chief Accounting Officer, formerly held by Mark L. Wetzel, who resigned from the Company as of October 2, 2006, as previously reported in the Form 8-K filed by the Company on September 15, 2006.  Mr. Kaufman will continue to report to Donna Brandin, the Chief Financial Officer of the Company.  Mr. Kaufman, 38, has served as Vice President - Financial Reporting of the Company since January 2005.  He was Assistant Vice President - Financial Reporting of the Company from January 2001 to December 2004 and Director - Financial Reporting of the Company from August 1998 to December 2000.  Mr. Kaufman is a registered CPA and has a BBA in Accounting from the University of Michigan.

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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 hereunto duly authorized.

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b)                 On September 11, 2006, Mark L. Wetzel submitted his resignation as Senior Vice President and Chief Accounting Officer of Equity Residential effective as of October 2, 2006 to pursue another opportunity.

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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 hereunto duly authorized.

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(d)                 As previously reported on a Form 8-K filed by Equity Residential (the “Company”) and its operating partnership, ERP Operating Limited Partnership (the “Form 8-K”), on June 19, 2006, the Board of Trustees of the Company appointed John E. Neal as a Trustee of the Company’s Board of Trustees effective as of July 1, 2006, to serve until the next annual meeting of shareholders or until his successor has been elected and qualified. This amendment to the Form 8-K is filed to report that on September 15, 2006, the Board appointed Mr. Neal to serve on the Audit Committee.

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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 hereunto duly authorized.

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On December 8, 2005, the Board of Trustees of Equity Residential (the “Company”) formally appointed David J. Neithercut, the Company’s President, as CEO of the Company, as Trustee of the Company’s Board of Trustees and a member of the Board’s Executive Committee, all effective as of January 1, 2006. As previously announced in the Company’s press release dated March 28, 2005, the Board of Trustees named Mr. Neithercut as the successor to Bruce W. Duncan, the Company’s current CEO, upon his retirement.  Mr. Duncan will retire from the Company and resign as a Trustee of the Company’s Board of Trustees on December 31, 2005.  Mr. Neithercut, 49, has served as President of the Company since May 2005 and Executive Vice President of Corporate Strategy of the Company since January 2004.  He was Executive Vice President and Chief Financial Officer of the Company from February 1995 to August 2004.

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On May 26, 2005, the Board of Trustees of Equity Residential (the “Company”) appointed David J. Neithercut, the Company’s Executive Vice President of Corporate Strategy, as President of the Company effective immediately.  As previously announced in the Company’s press release dated March 28, 2005, Bruce W. Duncan, Equity Residential’s CEO and former President, will be retiring on January 2, 2006, at which time Mr. Neithercut will assume the position of CEO.  Mr. Neithercut, 49, has served as Executive Vice President of Corporate Strategy since January 2004.  He was Executive Vice President and Chief Financial Officer of the Company from February 1995 to August 2004.

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Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) – (c)  On March 28, 2005, the Company announced that Bruce W. Duncan, its President and Chief Executive Officer, will retire on January 2, 2006.  He will also retire from the Company’s Board of Trustees at the same time.  The Board named David J. Neithercut to be Mr. Duncan’s successor.  Mr. Neithercut, 49, who has been with the Company since it went public in 1993, currently serves as the Company’s Executive Vice President – Corporate Strategy, where he oversees the Company’s transactions, portfolio management, development, condominium and research groups.  Mr. Neithercut assumed the post of Executive Vice President – Corporate Strategy in January 2004.  From 1995 until August 2004, Mr. Neithercut served as the Company’s Chief Financial Officer.  The terms of Mr. Neithercut’s compensation as successor to Mr. Duncan have not been determined.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Mark L. Wetzel has been appointed Chief Accounting Officer of Equity Residential (the “Company”) effective as of March 17, 2005.  Mr. Wetzel, who has been with the Company for ten years, is assuming the position of Chief Accounting Officer formerly held by Michael J. McHugh, who resigned from the Company on March 16, 2005, in accordance with the previous announcement of his intention to retire as disclosed in the Company’s press release dated November 2, 2004.  Mr. Wetzel will continue to report to Donna Brandin, the Chief Financial Officer of the Company.  Mr. Wetzel, 46, has served as Senior Vice President – Financial Reporting and Controller of the Company since February 2004.  He was First Vice President – Financial Reporting and Controller of the Company from July 2000 to January 2004, Vice President – Financial Reporting and Controller of the Company from January 1998 to June 2000 and Controller of the Eastern Division of the Company from December 1994 to December 1997.   Mr. Wetzel is a licensed CPA and has an MBA from Xavier University.

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