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

(e) Compensatory Arrangements of Certain Officers.

2012 Executive Bonus Plan:

On February 15, 2013, the Compensation, Nominating and Corporate Governance Committee (the "Compensation Committee") of the Board of Directors of Equity LifeStyle Properties, Inc. (the "Company") approved the 2013 Executive Bonus Plan (the "Plan"). Under the Plan, the annual bonus potential was established based on certain performance targets.

The total bonus potential under the Plan for each eligible executive follows:
Name Title Bonus Potential Marguerite Nader President and Chief Executive Officer 175% of annual salary Senior Vice President, Chief Financial Officer Paul Seavey and Treasurer 150% of annual salary Roger Maynard Executive Vice President - Asset Management 150% of annual salary

Under the Plan, payment of 75% of the bonus potential is contingent upon achieving certain operational targets, including goals related to core community base rental income, core resort base rental income, membership dues revenues, core net operating income, and rentals/working capital. The Compensation Committee will have discretion at the end of 2013 to determine an appropriate award based on an evaluation of each of the target areas. Payment of the remaining 25% of the bonus potential is based on an assessment of discretionary objectives for the executive officer team, as a whole.

Bonus payments will be made in cash and will be paid subsequent to the year ended December 31, 2013 after finalization of the Company's results of operations and upon review and approval by the Compensation Committee.

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