Equity Residential Terms Agreement Sample Contracts

EQUITY RESIDENTIAL (A Maryland Real Estate Investment Trust) 19,000,000 Common Shares (Par Value $0.01 Per Share) TERMS AGREEMENT (November 30th, 2012)

We (the Representative) understand that Equity Residential, a Maryland real estate investment trust (EQR), proposes to issue and sell 19,000,000 common shares, par value of $0.01 per share (the Common Shares) of EQR (said shares to be issued and sold by EQR being hereinafter called the Firm Securities). EQR also proposes to grant to the Underwriters an option to purchase up to 2,850,000 additional Common Shares (the Option Securities; the Option Securities, together with the Firm Securities, being hereinafter called the Securities). Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters named below (the Underwriters) severally, and not jointly, agree to purchase the respective amounts of the Securities set forth below opposite their respective names, at the purchase price set forth below.