FORM OF INDEMNIFICATION AGREEMENT

Exhibit 10.34

INDEMNIFICATION AGREEMENT

     This INDEMNIFICATION AGREEMENT (the “ Agreement ”) is entered into as of_______________, by and between Equity LifeStyle Properties, Inc., a Maryland corporation (the “ Company ”), and _______________, (the “ Indemnitee ”).

      WHEREAS , the Indemnitee is a director or officer of the Company and in such capacity is performing valuable services for the Company;

      WHEREAS , the Bylaws (the “ Bylaws ”) of the Company and Section 2-418 of the Maryland General Corporation Law (the “ MGCL ”) provide for indemnification by the Company of its directors and officers as provided therein;

      WHEREAS , to provide the Indemnitee with additional contractual assurance of protection against personal liability in connection with certain proceedings described below, the Company desires to enter into this Agreement;

      WHEREAS , Section 2-418(g) of the MGCL expressly provides that the indemnification provisions of Section 2-418 of the MGCL are not exclusive of any other indemnification rights under the charter or bylaws of a corporation, a resolution of stockholders or directors, an agreement or otherwise, and this Agreement is being entered into as permitted by the MGCL and the Bylaws and as authorized by the Board of Directors of the Company (the “ Board of Directors ”); and

      WHEREAS , to induce the Indemnitee to continue to provide services to the Company as a director or officer, and to provide the Indemnitee with specific contractual assurance that indemnification will be available to the Indemnitee regardless of, among other things, any amendment to the Bylaws or any acquisition transaction relating to the Company, the Company desires to provide the Indemnitee with protection against personal liability.

      NOW, THEREFORE , in consideration of the premises and the covenants contained herein, the Company and the Indemnitee hereby agree as follows:

      Section 1.     Definitions.    For purposes of this Agreement:

     (a)          “ Company Status ” describes the Indemnitee’s status as a person who is or was a director or officer of the Company or who is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, whether conducted for profit or not for profit.

     (b)          “ Disinterested Director ” means a director of the Company who is not and was not a party to the Proceeding (as hereinafter defined) in respect of which indemnification is sought by the Indemnitee.

     (c)          “ Effective Date ” means the date of this Agreement as set forth above.

     (d)          “ Expenses ” shall include all fees, retainers and disbursements of counsel, court costs, arbitrator costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating or being or preparing to be a witness in a Proceeding.

     (e)          “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, nor in the past two years has been, retained to represent (i) the Company or the Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

     (f)          “ Proceeding ” includes any action, suit, arbitration, alternative dispute resolution mechanism, investigation, administrative hearing or any other proceeding, including appeals therefrom, whether civil, criminal,

administrative or investigative, except one initiated by the Indemnitee pursuant to Section 9 of this Agreement to enforce the Indemnitee’s rights under this Agreement.

      Section 2.     Indemnification.    The Company hereby indemnifies the Indemnitee and agrees to hold the Indemnitee harmless to the fullest extent permitted under the MGCL and/or any other applicable law. Without limiting the effect of the preceding sentence, the Indemnitee shall be indemnified and held harmless as provided in this Agreement and under applicable law, the Articles of Amendment and Restatement of the Company (the “ Charter ”), the Bylaws, any agreement, a vote of the stockholders or resolution of the Board of Directors or otherwise if, by reason of the Indemnitee’s Company Status, the Indemnitee is made a party to or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed Proceeding, including a Proceeding by or in the right of the Company, whether the basis of such Proceeding is an alleged action or omission in an official capacity or in any other capacity by reason of the Indemnitee’s Company Status. Subject to Section 13 , the Indemnitee shall be indemnified against Expenses, liabilities, losses, judgments, penalties, fines, amounts paid in settlement, and ERISA excise taxes and penalties, in each case actually and reasonably incurred by or on behalf of the Indemnitee in connection with such Proceeding or any claim, issue or matter therein.

      Section 3.     Expenses of a Successful Party.    Without limiting the effect of Section 2 , Section 4 , Section 5 or any other provision of this Agreement, to the extent that the Indemnitee is by reason of the Indemnitee’s Company Status a party to and is successful on the merits or otherwise in any Proceeding, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection therewith. If the Indemnitee is not wholly successful in such Proceeding but is successful on the merits or otherwise as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, without limitation of the Indemnitee’s right to indemnification with respect to claims, issues or matters as to which the Indemnitee is not wholly successful, indemnify the Indemnitee against all Expenses actually and reasonably incurred by or on behalf of such Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement and without limitation of the foregoing, the term “successful on the merits or otherwise” shall include, but not be limited to, (i) any termination, withdrawal or dismissal (with or without prejudice) of any Proceeding against the Indemnitee without a conviction or an express finding of liability against the Indemnitee, (ii) the expiration of 180 days after the making of any claim or threat of a Proceeding without in each case the institution of the same and without any promise of payment or payment made to induce a settlement or (iii) the settlement of any actual or threatened Proceeding pursuant to which the Indemnitee pays less than $25,000.

      Section 4.     Witness Expenses.    Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of the Indemnitee’s Company Status, a witness for any reason in any Proceeding to which the Indemnitee is not a party, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection therewith.

      Section 5.     Advances.    The Company shall, without requiring a preliminary determination of the ultimate entitlement to indemnification, advance all reasonable Expenses incurred by or on behalf of the Indemnitee in connection with any Proceeding within twenty (20) days after the receipt by the Company of a statement from the Indemnitee requesting such advance from time to time, whether prior to or after final disposition of such Proceeding. Such statement shall reasonably evidence the Expenses incurred by or on behalf of the Indemnitee and shall be accompanied or preceded by (i) an affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification under this Agreement has been met and (ii) an undertaking by or on behalf of the Indemnitee to repay any Expenses advanced if it shall ultimately be determined by final judicial determination from which there is no further right to appeal that the Indemnitee is not entitled to be indemnified against such Expenses. The Indemnitee shall use its good faith efforts to notify the Company of Expenses incurred by or on behalf of the Indemnitee by not later than six months after the incurrence of such Expenses. The advancement of Expenses pursuant to this Section 5 shall not be construed as a loan to the Indemnitee, and the Indemnitee shall not be obligated to repay any Expenses advanced, until such time as it shall have ultimately been determined by final judicial determination from which there is no further right to appeal that the Indemnitee is not entitled to be indemnified against such Expenses.

      Section 6.     Selection of Counsel.    In the event that the Company shall be obligated under this Agreement to pay the Expenses of any Proceeding against the Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by the Indemnitee (who shall not unreasonably withhold such approval),

upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding; provided , that (i) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense and shall have notified the Company in writing thereof, (C) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Indemnitee and other indemnitees of the Company being represented by counsel retained by the Company in the same Proceeding and shall have notified the Company in writing thereof, or (D) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding within a reasonable time frame, then the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

      Section 7.     Determination of Entitlement to Indemnification.

     (a)          To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request, including such documentation and information as may be reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification.

     (b)          A determination with respect to the Indemnitee’s entitlement to indemnification shall be made: (i) by the Board of Directors (A) by a majority vote of those members of the Board of Directors that are Disinterested Directors, provided that such Disinterested Directors constitute a quorum of the Board of Directors, or (B) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors consisting solely of two or more Disinterested Directors who were duly designated to act in the matter by a majority vote of the full Board of Directors, (ii) by Independent Counsel selected by the Board of Directors or a committee of the Board of Directors by vote as set forth in clause (i) or, if the requisite quorum of the full Board of Directors cannot be obtained therefor and the committee cannot be established, by a majority vote of the full Board of Directors, or (iii) by the stockholders of the Company. The Company shall promptly deliver to the Indemnitee a copy of any written legal opinion delivered by Independent Counsel in relation to clause (ii). The Company shall pay all fees and expenses of any Independent Counsel. In addition to the advancement of Expenses pursuant to Section 5 (which shall be made in the manner set forth in Section 5 ), other indemnification payments shall be made to the Indemnitee within twenty (20) days after the determination of the Indemnitee’s right to indemnification.

     (c)          The In