EQUITY RESIDENTIAL PROPERTIES TRUST
                   (a Maryland real estate investment trust)

        Common Shares of Beneficial Interest (Par Value $.01 Per Share)

                                TERMS AGREEMENT
                                ---------------
                                        

                                               Dated: December 18, 1997

To:  Equity Residential Properties Trust
     ERP Operating Limited Partnership
     Two North Riverside Plaza
     Chicago, Illinois 60606

Ladies and Gentlemen:

          We understand that Equity Residential Properties Trust ("EQR" or the
"Company") proposes to issue and sell Common Shares of Beneficial Interest (the
"Common Shares" or "Underwritten Securities").  Subject to the terms and
conditions set forth or incorporated by reference herein, Prudential Securities
Incorporated (the "Underwriter") offers to purchase the number of Underwritten
Securities (as defined in the Standard Underwriting Provisions referred to
below) set forth below at the purchase price per Common Share set forth below.
The Underwriter intends to deposit the Underwritten Securities with the trustee
of National Equity Trust Equity Portfolio Series 1 (REIT Portfolio) (the
"Trust"), a registered unit investment trust under the Investment Company Act of
1940, as amended, to which the Underwriter acts as sponsor and depositor, in
exchange for units of the Trust.


          The Underwritten Securities shall have the following terms:

                                 Common Shares

Title of Securities: Common Shares
Number of Underwritten Securities: 467,722 Common Shares
Par Value: $.01 per Common Share.
Purchase price per Common Share: $48.75
Public offering price per Common Share: $51.3125
Number of Option Securities, if any, that may be purchased by the Underwriter:
None.
Delayed Delivery Contracts: not authorized
Additional co-managers, if any: None.
Other Terms: In addition to the events set forth in Section 9 of the Standard
Underwriting Provisions (as defined below), the Underwriter may terminate this
Terms Agreement by notice to EQR, at any time at or prior to the Closing Time if
there has occurred any material adverse change in the financial markets in the
United States or any outbreak of hostilities or other calamity or crisis or
escalation of any existing hostilities or 

 
any change or development involving a prospective change in national political,
financial or economic conditions, in each case, the effect of which is such as
to make it, in the Underwriter's judgment, impracticable to market the units of
the Trust or enforce contracts for the sale of the units of the Trust.
Closing date and location:  December 23, 1997, Rosenberg & Liebentritt, P.C.,
Two North Riverside Plaza, Suite 1600, Chicago, Illinois  60606.

     All the provisions contained in the document attached as Annex A hereto
entitled "Equity Residential Properties Trust (a Maryland real estate investment
trust) -- Common Shares of Beneficial Interest, Preferred Shares of Beneficial
Interest and Depositary Shares -- Standard Underwriting Provisions," dated May
16, 1997 (the "Standard Underwriting Provisions"), are hereby incorporated by
reference in their entirety herein and shall be deemed to be a part of this
Terms Agreement to the same extent as if such provisions had been set forth in
full herein.  Terms defined in such document are used herein as therein defined.

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     Please accept this offer no later than 4:30 p.m. (New York City time) on
December 18, 1997 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.

                              Very truly yours,


                              PRUDENTIAL SECURITIES INCORPORATED



                              By: /s/ Jean-Claude Canfin
                                 --------------------------------
                                  Name: Jean-Claude Canfin
                                  Title: Managing Director


Accepted:

By: EQUITY RESIDENTIAL PROPERTIES TRUST,
    for itself and as the general partner of ERP Operating
    Limited Partnership

    By: /s/ David J. Neithercut
       -------------------------------
        Name: David J. Neithercut
        Title: Chief Financial Officer

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