EQUITY RESIDENTIAL (EQR)

ISSUANCE NOTICE

[DATE]

J.P. Morgan Securities Inc.

383 Madison Avenue

New York, New York 10179

Attn:

Reference is made to the Sales Agency Financing Agreement among Equity Residential, a Maryland real estate trust (“EQR”), ERP Operating Limited Partnership, an Illinois limited partnership, and J.P. Morgan Securities Inc., dated as of September 28, 2009. EQR confirms that all conditions to the delivery of this Issuance Notice are satisfied as of the date hereof.

EQR represents and warrants that each representation, warranty, covenant and other agreement of the Transaction Entities contained in the Sales Agency Financing Agreement is true and correct on the date hereof, and that the Prospectus and the General Disclosure Package, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Effective Date of Delivery of Issuance Notice (determined pursuant to Section 2.03(b)):

Floor Price Limitation (Adjustable by EQR during the Selling Period, and in no event less than $1.00 per share): $             per share

Comments:

A-1

A-2

ISSUANCE NOTICE

[DATE]

Merrill Lynch, Pierce, Fenner & Smith

                        Incorporated

4 World Financial Center

New York, New York 10080

Attn:

Reference is made to the Sales Agency Financing Agreement among Equity Residential, a Maryland real estate trust (“EQR”), ERP Operating Limited Partnership, an Illinois limited partnership, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated as of September 28, 2009. EQR confirms that all conditions to the delivery of this Issuance Notice are satisfied as of the date hereof.

EQR represents and warrants that each representation, warranty, covenant and other agreement of the Transaction Entities contained in the Sales Agency Financing Agreement is true and correct on the date hereof, and that the Prospectus and the General Disclosure Package, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Effective Date of Delivery of Issuance Notice (determined pursuant to Section 2.03(b)):

Floor Price Limitation (Adjustable by EQR during the Selling Period, and in no event less than $1.00 per share): $            per share

Comments:

A-1

A-2

ISSUANCE NOTICE

[DATE]

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

Attn:

Reference is made to the Sales Agency Financing Agreement among Equity Residential, a Maryland real estate trust (“EQR”), ERP Operating Limited Partnership, an Illinois limited partnership, and Morgan Stanley & Co. Incorporated, dated as of September 28, 2009. EQR confirms that all conditions to the delivery of this Issuance Notice are satisfied as of the date hereof.

EQR represents and warrants that each representation, warranty, covenant and other agreement of the Transaction Entities contained in the Sales Agency Financing Agreement is true and correct on the date hereof, and that the Prospectus and the General Disclosure Package, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Effective Date of Delivery of Issuance Notice (determined pursuant to Section 2.03(b)):

Floor Price Limitation (Adjustable by EQR during the Selling Period, and in no event less than $1.00 per share): $        per share

Comments:

A-1

A-2