LONG-TERM CASH INCENTIVE PLAN

Exhibit 99.1

EQUITY LIFESTYLE PROPERTIES, INC.

LONG TERM CASH INCENTIVE PLAN

Adopted By The Board of Directors
Upon Recommendation of
The Compensation, Nominating and Corporate Governance Committee
on May 15, 2007

To Be Effective As of January 1, 2007

TABLE OF CONTENTS

				Page
SECTION 1		BACKGROUND, PURPOSE AND DURATION
1.1		Effective Date			1
1.2		Purpose of the Plan			1
SECTION 2		DEFINITIONS
2.1		“Actual Award”			1
2.2		“Affiliate”			1
2.3		“Award Agreement”			1
2.4		“Board”			1
2.5		“Bonus Pool”			2
2.6		“Committee”			2
2.7		“Company”			2
2.8		“Disability”			2
2.9		“Employee”			2
2.10		“Participant”			2
2.11		“Performance Period”			2
2.12		“Plan”			2
2.13		“Target Award”			2
2.14		“Termination of Service”			2
SECTION 3		SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS
3.1		Selection of Participants			3
3.2		Determination of Target Awards			3
3.3		Bonus Pool			3
3.4		Award Agreements			3
SECTION 4		PAYMENT OF AWARDS
4.1		Right to Receive Payment			3
4.2		Timing of Payment			3

				Page
4.3		Form of Payment			3
SECTION 5		ADMINISTRATION
5.1		Committee is the Administrator			4
5.2		Committee Authority			4
5.3		Decisions Binding			4
5.4		Delegation by the Committee			4
SECTION 6		GENERAL PROVISIONS
6.1		Tax Withholding			4
6.2		No Effect on Employment or Service			4
6.3		Participation			5
6.4		Successors			5
6.5		Beneficiary Designations			5
6.6		Nontransferability of Awards			5
SECTION 7		AMENDMENT, TERMINATION AND DURATION
7.1		Amendment, Suspension or Termination			5
7.2		Duration of the Plan			5
SECTION 8		LEGAL CONSTRUCTION
8.1		Gender and Number			6
8.2		Severability			6
8.3		Requirements of Law			6
8.4		Governing Law			6
8.5		Captions			6

EQUITY LIFESTYLE PROPERTIES, INC.

LONG TERM CASH INCENTIVE PLAN

SECTION 1

BACKGROUND, PURPOSE AND DURATION

     1.1 Effective Date . The Board adopted the Plan upon the recommendation of the Compensation, Nominating and Corporate Governance Committee of the Board to be effective as of January 1, 2007.

     1.2 Purpose of the Plan . The Plan is intended to increase shareholder value and the success of the Company by motivating selected employees (a) to perform to the best of their abilities, and (b) to achieve the Company’s objectives.

SECTION 2

DEFINITIONS

     The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

     2.1 “ Actual Award ” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period.

     2.2 “ Affiliate ” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by, controlling, or under common control with, the Company, where “ control ” means the right to elect or appoint at least 50% of the directors, managing members, general partners, trustees or persons or entities exercising similar powers with respect to the Company or the applicable entity whether by beneficial ownership of securities or other interests, by proxy or agreement, or both.

     2.3 “ Award Agreement ” means any written agreement, contract or other instrument or document evidencing an Actual Award and/or a Target Award, including through electronic medium.

     2.4 “ Board ” means the Board of Directors of the Company.

     2.5 “ Bonus Pool ” means the pool of funds available for distribution to Participants. Subject to the terms of the Plan, the Committee shall establish the Bonus Pool for each Performance Period.

     2.6 “ Committee ” means the committee appointed by the Board (pursuant to Section 5.1) to administer the Plan. Until otherwise determined by the Board, (a) the Compensation, Nominating and Corporate Governance Committee of the Board shall

constitute the Committee, and (b) for administrative convenience, the independent, non-employee members of the Board also may act as the Committee from time to time.

     2.7 “ Company ” means Equity LifeStyle Properties, Inc., a Maryland corporation, or any successor thereto.

     2.8 “ Disability ” means a permanent and total disability determined in accordance with standards or policies adopted by the Committee from time to time.

     2.9 “ Employee ” means any key employee of the Company or of an Affiliate, whether such individual is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.

     2.10 “ Participant ” means as to any Performance Period, an Employee who has been selected by the Committee for participation in the Plan for that Performance Period.

     2.11 “ Performance Period ” means the period of time for the measurement of the performance criteria that must be met to receive an Actual Award, as determined by the Committee in its sole discretion. A Performance Period may be divided into one or more shorter periods if, for example, but not by way of limitation, the Committee desires to measure some performance criteria over 12 months and other criteria over 3 months.

     2.12 “ Plan ” means the Equity LifeStyle Properties, Inc. Long Term Cash Incentive Plan, as set forth in this instrument and as hereafter amended from time to time.

     2.13 “ Target Award ” means the target award, at 100% performance achievement, payable under the Plan to a Participant for the Performance Period, as determined by the Committee in accordance with Section 3.2.

     2.14 “ Termination of Service ” means a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including, but not by way of limitation, a