Supplemental Long-Term Compensation Awards for Chairman of the Board and Named Executive Officers

As previously announced, on February 27, 2013, Equity Residential (the "Company") acquired approximately 60% of the assets and liabilities of Archstone Enterprise LP for total consideration of approximately $9 billion ("Archstone transaction"). The Archstone transaction was strategically important for the Company and its shareholders as the Company acquired more than 21,000 high quality apartment units in its core markets. The Company also benefited from funding a significant portion of the acquisition with proceeds from the sale of its non-core assets.

On March 14, 2013 (the "Grant Date"), the Company's Chairman of the Board of Trustees, its executive officers and certain other employees were granted supplemental long-term compensation awards (the "Supplemental Awards") under the Company's 2011 Share Incentive Plan (the "2011 Plan") in recognition of their significant and value added contributions in connection with both the closing of the Archstone transaction and the $150 million termination fee paid to the Company by the prior owners of Archstone in June 2012. The following table shows the grant date value of the Supplemental Awards awarded to the Company's Chairman and its executive officers identified as "named executive officers" in the Company's 2012 Proxy Statement:

                                          Number of        Grant Date Value
 Name and Principal Position           Shares/LTIP Units of Shares/LTIP Units
 Samuel Zell                           17,733             $999,964
 Chairman of the Board

 David J. Neithercut                   35,467            1,999,984
 Chief Executive Officer & President

 Alan W. George                        17,733            999,964
 Executive Vice President &
 Chief Investment Officer

 Mark J. Parrell                       17,733            999,964
 Executive Vice President &
 Chief Financial Officer

 David S. Santee                       8,866             499,954
 Executive Vice President - Operations

 Frederick C. Tuomi                    4,433             249,977
 Executive Vice President &
 President - Property Management

The value of the restricted shares/LTIP Units, which vest in full on March 14, 2016, was calculated based on the closing price of the Company's common shares on the Grant Date of $56.39. The recipients of Supplemental Awards are not eligible for the retirement vesting benefits described in the 2012 Proxy Statement if they voluntarily leave the Company or its Board of Trustees prior to January 1, 2014, other than Mr. Tuomi who previously announced his retirement from the Company effective as of June 30, 2013.

LTIP Units are available for issuance under the 2011 Plan as an alternative to restricted common shares and represent a class of limited partnership interests in ERP Operating Limited Partnership, the Company's operating partnership, that are exchangeable for common shares of the Company on a one-for-one basis under certain conditions. Distributions are paid on LTIP Units at the same rate as on the Company's common shares and OP Units.