EX-101 INSTANCE DOCUMENT

The undersigned, does hereby approve, for and on behalf of Equity Residential (the "Company"), the following amendments to the Equity Residential Supplemental Executive Retirement Plan (the “SERP”):

b.    Section 10.1 of the SERP provides that the SERP may be amended in the sole discretion of the Company.

c.    The Company wishes to amend the SERP to allow Trustees to defer their LTC grants into the SERP.

The Equity Residential Supplemental Executive Retirement Plan is amended effective November 1, 2012, as follows:

(a)    Where an Eligible Employee or Eligible Trustee received a grant of a Restricted Share before March 1, 2012 and decided to defer the ownership of the Share when it became vested, such deferral shall be treated as a Share Deferral for purposes of this Plan. Notwithstanding anything in this Plan to the contrary, no Share Deferrals may be made by Eligible Employees with respect to any Restricted Shares granted on or after March 1, 2012. Eligible Trustees may defer the ownership of Restricted Shares effective for grants made in June 2013 and thereafter.

The foregoing actions are taken with the understanding that such actions are consistent with the intentions of the Company.