EQUITY RESIDENTIAL (EQR)

Resignation Agreement

This Resignation Agreement is entered into by and between Equity Residential (the “Company”) and Donna Brandin (the “Executive”) as of as of September 5, 2007.

Witnesseth

Whereas, the Executive is currently an officer of the Company;

Whereas, the Company and the Executive desire to enter into this Resignation Agreement to reflect the Executive’s resignation from her position as Executive Vice President/Chief Financial Officer of the Company effective as of September 14,  2007 (the “Termination Date”);

Whereas, the Release Agreement to be executed by the Company and the Executive and attached hereto as Exhibit A shall also delineate the payments and benefits due the Executive from the Company pursuant to the Severance Agreement entered into the parties as of September 10, 2004 (the “Severance Agreement”);

NOW THEREFORE, the Company and the Executive agree as follows:

1.     The Executive hereby resigns from her position as Executive Vice-President/Chief Financial Officer of the Company and as an officer of all subsidiaries of the Company effective as of the Termination Date.

2.     The Executive agrees that she will sign on or about the Termination Date the Release Agreement attached hereto as Exhibit A, which upon execution shall entitle the Executive to the payments and benefits delineated therein.

3.     The Executive hereby fully, finally, and unconditionally releases the Company from any and all claims, suits, demands, charges, debts, grievances, costs, attorneys’ fees or injuries of every kind or nature, whether known or unknown, absolute or contingent, suspected or unsuspected, which the Executive had or now has against the Company based on any matter or thing occurring or arising prior to the date of this Resignation Agreement, including but not limited to claims arising out of or relating to the Executive’s employment with the Company or the separation of the Executive’s employment from the Company.  This release includes, but is not limited to, claims for breach of any implied or express employment contract, wrongful discharge or layoff, constructive discharge, retaliatory discharge, defamation, intentional or negligent infliction of emotional distress, invasion of privacy, loss of consortium, negligence, impairment of economic opportunity or other common law matters; claims for wages, bonuses or other compensation; and claims of any constitutional right or discrimination based on age, color, concerted activity, disability, marital status, national origin, parental

status, race, religion, retaliation, sex, sexual orientation, source of income or veteran’s status, including but not limited to claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Age Discrimination In Employment Act Of 1967, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the Equal Pay Act, the Family And Medical Leave Act, and any amendments to any of these statutes, as well as any other state and local statutes and ordinances prohibiting discrimination in employment, including but not limited to the laws of the State of  Illinois.  The Executive further waives any right to monetary recovery should any administrative agency pursue any released claim on the Executive’s behalf.  If for any reason any such agency takes the position that a pending charge has been brought on the Executive’s behalf or encompasses the Executive, the Executive agrees to immediately advise the agency in writing that she does not wish to be involved in the matter and that the agency should terminate all efforts on her behalf, all claims having been fully and fairly satisfied by this Agreement.  Excluded from this Agreement are any claims or administrative charges which cannot be waived by law, claims relating to health insurance continuation rights under the terms of COBRA, rights to vested retirement benefits, if any, claims relating to enforcement of this Resignation Agreement and the Severance Agreement, and claims for indemnification arising under law, by-laws or contract.  THE EXECUTIVE UNDERSTANDS AND AGREES THAT THIS RELEASE FOREVER BARS HER FROM SUING, ARBITRATING OR OTHERWISE ASSERTING A CLAIM AGAINST THE COMPANY ON ANY RELEASED CLAIM.

In Witness Whereof, this Resignation Agreement has been executed as of the above date.

Equity Residential