EXHIBIT 10.1

Description of the
Series D Out-Performance Program

General

     The New Out-Performance Program of United Dominion Realty Trust, Inc. (the “Company”), was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on May 3, 2005. Pursuant to the New Out-Performance Program, certain of the Company’s executive officers and other key employees may be given the opportunity to invest in performance shares of United Dominion Realty, L.P., a Delaware limited partnership (“UDR LP”), in which the Company is the sole general partner. On February 10, 2006, the Company’s Board of Directors approved a new series of out-performance partnership shares, or “New OPPSs,” to be issued under the New Out-Performance Program. The new series approved by the Board of Directors is the Series D Out-Performance Partnership Shares, referred to herein as the “Series D OPPSs.” The principal terms of the Series D OPPSs are the principal terms set forth below in the description of the Series D Out-Performance Program and as described in Exhibit 10.01 to the Company’s Current Report on Form 8-K dated May 3, 2005 (Commission File No.1-10524). Like the Company’s previous out-performance programs, the Series D OPPSs are designed to provide participants with the possibility of substantial returns on their investment if the total return of the Company’s common stock exceeds targeted levels, while putting the participants’ investment at risk if the targeted levels are not exceeded. The New Out-Performance Program, including the Series D OPPSs, will be administered by the Compensation Committee of the Company’s Board of Directors.

Purchase Price

     The limited liability company that holds the Series D OPPSs is UDR Out-Performance IV, LLC, a Delaware limited liability company (the “Series D LLC”). The Series D LLC has agreed to sell 830,000 membership units to members of our senior management at a price of $1.00 per unit. The aggregate purchase price of $830,000 is based upon the advice of an independent valuation expert. The valuation took into account that any investment in the Series D OPPSs will become worthless if the targeted Total Return (as defined below) is not achieved and because of the restrictions on transfer and the limited redemption rights provided for with respect to the Series D OPPSs. The Series D LLC has the right, but not the obligation, to repurchase units from members whose employment with the Company terminates and such units may be retained or re-sold by the Series D LLC to selected executive officers or other key employees of the Company.

Measurement Period

     The Company’s performance for the Series D OPPSs will be measured over a 36-month period beginning January 1, 2006. The Series D LLC will have no right to receive distributions or allocations of income or loss, or to redeem those shares prior to the date, referred to as the “Series D Valuation Date,” that is the earlier of (i) the expiration of the measurement period for the series (December 31, 2008), or (ii) the date of a change of control of the Company (defined as a “Transaction” in UDR LP’s Amended and Restated Agreement of Limited Partnership).

Payments to Participants

     The Series D OPPSs will only be entitled to receive distributions and allocations of income and loss if, as of the Series D Valuation Date, the cumulative Total Return of the Company’s common stock during the measurement period is at least the equivalent of a 36% Total Return or 12% annualized (the “Minimum Return”).

     If the threshold is met, holders of the Series D OPPSs will be entitled to begin receiving distributions and allocations of income and loss from UDR LP equal to the distributions and allocations that would be received on a similar number of OP Units, obtained by:

(i) determining the amount by which the cumulative Total Return of the Company’s common stock over the measurement period exceeds the Minimum Return (such excess being the “Excess Return”);

(ii) multiplying 2.0% of the Excess Return by our Market Capitalization; and

(iii) dividing the number obtained in clause (ii) by the market value of one share of the Company’s common stock on the Series D Valuation Date, computed as the volume-weighted average price per day of the Company’s common stock for the 20 trading days immediately preceding the Series D Valuation Date.

     For the Series D OPPSs, the number determined pursuant to clause (ii) in the preceding paragraph is capped at 1% of Market Capitalization. “Market Capitalization” is defined as the average number of shares outstanding over the 36-month period (including common stock, common stock equivalents and OP Units) multiplied by the daily closing price of the Company’s common stock.

     “Total Return” means, for any security and for any period, the cumulative total return for such security over such period, assuming that all cash dividends are reinvested in such security as of the payment date for such dividend based on the security price on the dividend payment date, computed by taking the market value of the accumulated shares at the end of the period (including fractional shares acquired with dividend proceeds) and dividing by the market value of a share at the beginning of the period.

Forfeiture of Investment

     If, on the Series D Valuation Date, the cumulative Total Return of the Company’s common stock does not meet the Minimum Return and there is no Excess Return, then holders of Series D OPPSs will forfeit their initial investment.

Exhibit 10.2

UNITED DOMINION REALTY TRUST, INC.
1999 LONG-TERM INCENTIVE PLAN

FORM OF NOTICE OF PERFORMANCE CONTINGENT RESTRICTED STOCK AWARD

	Participant’s Name and Address		«FIRST» «LAST»
			«ADDRESS»
			«CITY», «STATE» «ZIP»

     Depending upon the performance of United Dominion Realty Trust, Inc., a Maryland corporation (the “ Company ”) during the Performance Period, you (the “ Participant ”) have been granted the right (the “ Award ”) to receive and retain 0% to 116% of the target number of shares indicated below (the “ Target Number of Shares ”) of the Company’s $0.01 par value common stock (“ Common Stock ”), subject to the restrictions and the other terms and conditions set forth in this Notice of Performance Contingent Restricted Stock Award (the “ Notice ”), the Company’s 1999 Long-Term Incentive Plan, as amended from time to time (the “ Plan ”), and the Restricted Stock Award Agreement (the “ Agreement ”) attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.

1. Consideration.

     The Award has been issued to the Participant in consideration for continued employment with the Company or a Parent or Subsidiary of the Company (a Parent or Subsidiary hereinafter referred to as a “ Related Entity ”).

2. Grants of Common Stock.

     2.1 Grant of Initial Shares . On the Grant Date, the Company shall issue to the Participant the Target Number of Shares of Common Stock (the “ Initial Shares ”).

     2.2 Adjusted Number of Shares . As soon as practicable following the end of the Performance Period (the “ Determination Date ”), the Compensation Committee shall

certify in writing the Company’s funds from operations (“FFO”) on a fully diluted, per-share basis, and the Incremental Growth in FFO (as defined below).

On December 31, 2006 the actual number of shares earned will be determined based on the Company’s FFO and Incremental Growth in FFO compared to the Peer Group for calendar year 2006 as summarized in the following matrix:

Earned Award as a percent of target

UDR’s FFO Growth ranked against its peers (expressed in percentiles)

The actual number of shares earned, expressed as a percentage of the Target Number of Shares, is based on the combined impact of FFO and the Company’s Incremental Growth in FFO ranked against the Peer Group.

No shares will be earned for performance results below the designated thresholds (i.e., if the Company’s FFO does not exceed $1.51 and Incremental Growth in FFO ranked in the zero percentile among the Peer Group).

          (a) “Incremental Growth in FFO” shall mean a number stated as a percentage equal to the product of (i) 100, multiplied by (ii) the quotient of (A) the excess amount, if any, of the Company’s funds from operations during the Performance Period,

on a fully-diluted, per-share basis (determined by treating the aggregate number of Initial Shares of all Participants that were issued during the Performance Period as having vested), over the Company’s funds from operations during the calendar year immediately prior to the Performance Period, on a fully-diluted, per-share basis (determined by treating the aggregate number of Initial Shares and Additional Shares, if any, of all Participants that were issued during or with respect to the calendar year immediately prior to the Performance Period as having vested), divided by (B) the Company’s funds from operations during the calendar year immediately prior to the Performance Period, on a fully-diluted, per-share basis (determined by treating the aggregate number of Initial Shares and Additional Shares, if any, of all Participants that were issued during or with respect to the calendar year immediately prior to the Performance Period as having vested). The Compensation Committee, in its sole discretion, shall determine whether any significant item(s) shall be included or excluded from the calculation of Incremental Growth in FFO for the Performance Period and calculate Incremental Growth in FFO for the Performance Period accordingly.

          (b) “Peer Group” shall mean: Apartment Investment & Management Co.; Archstone-Smith Trust; AvalonBay Communities, Inc.; BRE Properties, Inc.; Camden Property Trust; Equity Residential Properties Trust; Essex Property Trust, Inc.; Home Properties, Inc.; Mid-America Apartment Communities, Inc.; Post Properties, Inc.; and Town and Country Trust.

     2.3 Grant of Additional Shares . If the Adjusted Number of Shares is greater than the Target Number of Shares, then, on the Determination Date, the Company shall issue to the Participant additional shares of Common Stock (the “ Additional Shares ”) equal to the excess of the Adjusted Number of Shares over the Target Number of Shares. Notwithstanding any contrary provision of this Notice, the Agreement and the Plan, (a) if the Participant’s employment with the Company or a Related Entity is terminated on or prior to 5:00 p.m. Eastern Time on the last day of the Performance Period for any reason, including death, Disability or Retirement, he or she shall not be entitled to receive any Additional Shares for the Performance Period (unless the Compensation Committee, in its sole discretion, determines that the Participant is remaining in the service of the Company or a Related Entity in any capacity of employee, director or consultant), and (b) the number of Additional Shares to be granted to the Participant shall be reduced to the extent that the aggregate Fair Market Value of the Initial Shares, Additional Shares (determined as of the dates of grant of the Initial Shares and Additional Shares, respectively), and any other Awards (as defined in Section 3.1(a) of the Plan, but not including Options or SARs) granted to the Participant during any one calendar year exceeds $1,000,000 (plus any consideration paid by the Participant for such Awards).

     2.4 Forfeiture of Initial Shares .

          (a) If the Adjusted Number of Shares is less than the Target Number of Shares, then, on the Determination Date, the number of Initial Shares equal to the excess of the Target Number of Shares over the Adjusted Number of Shares shall automatically be forfeited and deemed re-conveyed to the Company, and the Company

shall thereafter be the legal and beneficial owner of such Initial Shares and shall have all rights and interest in or related thereto without further action by the Participant. After the Determination Date, all references to “Initial Shares” in this Notice and the Agreement shall be deemed to refer to the remaining number of shares, if any, held in escrow for the Participant after taking into account the forfeiture of shares as set forth in this Section 2.4(a).

          (b) Notwithstanding any contrary provision of this Notice, the Agreement or the Plan, if the Participant’s employment with the Company or a Related Entity is terminated on or prior to 5:00 p.m. Eastern Time on the last day of the Performance Period for any reason, other than death, Disability or Retirement, all of the Initial Shares shall automatically be forfeited and deemed re-conveyed to the Company on the Participant’s date of termination, and the Company shall thereafter be the legal and beneficial owner of the Initial Shares and shall have all rights and interest in or related thereto without further action by the Participant (unless the Compensation Committee, in its sole discretion, determines that the Participant is remaining in the service of the Company or a Related Entity in any capacity of employee, director or consultant).

          (c) The foregoing forfeiture provisions set forth in this Section 2.4 as to Initial Shares shall apply to the new capital stock or other property (including cash paid other than as a regular cash dividend) received in exchange for Initial Shares in consummation of any transaction described in Article 15 of the Plan.

     2.5 Grants of Initial Shares and Additional Shares . The Initial Shares and Additional Shares, if any, shall be granted as shares of Common Stock that are subject to the restrictions and the other terms and conditions set forth in this Notice, the Agreement and the Plan.

     2.6 Tax Withholding . The Participant (or his or her beneficiary, as applicable) shall make appropriate arrangements with the Company or Related Entity to satisfy any federal, state, local, or non-U.S. income tax withholding requirements and Social Security or other employment tax withholding requirements applicable to grants of the Initial Shares and Additional Shares, if any. If no arrangements are made, the Company or Related Entity may provide, at its discretion and without the consent of the Participant or his or her beneficiary, for such withholding and tax payments as may be required, including, without limitation, by reducing the number of Initial Shares and Additional Shares, if any, by an amount equal to quotient of such tax divided by the Fair Market Value of a share of Common Stock on the dates of grant of such Initial Shares and Additional Shares, if any, respectively. The Participant understands and agrees that the Company or a Related Entity shall treat grants of the Initial Shares and Additional Shares, if any, as compensation for services for tax purposes. The Participant agrees to refrain from filing an election with the U.S. Internal Revenue Service under Section 83(b) of the Code to include in gross income the amount of any compensation taxable in connection with the receipt of the Initial Shares and Additional Shares, if any, and acknowledges that such agreement is a condition to the grant by the Company of the Award, the Initial Shares and Additional Shares, if any.

3. Vesting and Forfeiture of Common Stock.

     3.1 Vesting Schedule . Subject to the Participant’s continued employment with the Company or a Related Entity and other limitations set forth in this Notice, the Agreement and the Plan, the Initial Shares and Additional Shares, if any, held by or in escrow for the Participant will vest on the earliest to occur of the following (the “ Vesting Schedule ”):

          (a) As to the following percentage of the Initial Shares and Additional Shares, if any,

          (i) 1/4 of the Initial Shares and Additional Shares, if any, held by or in escrow for the Participant shall vest on the day immediately following the last day of the Performance Period,

          (ii) 1/4 of the Initial Shares and Additional Shares, if any, held by or in escrow for the Participant shall vest on the first anniversary of the last day of the Performance Period,

          (iii) 1/4 of the Initial Shares and Additional Shares, if any, held by or in escrow for the Participant shall vest on the second anniversary of the last day of the Performance Period; and

          (iv) 1/4 of the Initial Shares and Additional Shares, if any, held by or in escrow for the Participant shall vest on the third anniversary of the last day of the Performance Period.

          (b) On the date of termination of the Participant’s employment with the Company or a Related Entity because of his or her death, Disability, or Retirement, 100% of the Initial Shares and Additional Shares, if any, held by or in escrow for the Participant shall vest;

          (c) On the date of a Change of Control that causes acceleration of vesting of Awards under Section 14.10 of the Plan, 100% of the Initial Shares and Additional Shares, if any, held by or in escrow for the Participant shall vest; or

          (d) On any date specified by the Compensation Committee, the percentage(s) of the Initial Shares and Additional Shares, if any, held by or in escrow for the Participant specified by the Compensation Committee shall vest.

          For purposes of this Notice and the Agreement, the term “ vest ” shall mean, with respect to Initial Shares and Additional Shares, if any, held by or in escrow for the Participant that such Initial Shares and Additional Shares are no longer subject to forfeiture to the Company. Initial Shares and Additional Shares, if any, held by or in escrow for the Participant that have not vested are deemed “ Restricted Shares. ” If the Participant would become vested in a fraction of a

Restricted Share, such Restricted Share shall not vest until the Participant becomes vested in the entire share.

     3.2 Forfeiture of Restricted Shares . Vesting shall cease upon the date of termination of the Participant’s continued employment with the Company or a Related Entity for any reason, other than death, Disability or Retirement (unless the Compensation Committee, in its sole discretion, determines that the Participant is remaining in the service of the Company or a Related Entity in any capacity of employee, director or consultant). In the event the Participant’s continued employment with the Company or a Related Entity is terminated for any reason, other than death, Disability or Retirement, any Restricted Shares held by or in escrow for the Participant immediately following such termination of employment shall be deemed re-conveyed to the Company and the Company shall thereafter be the legal and beneficial owner of the Restricted Shares and shall have all rights and interest in or related thereto without further action by the Participant (unless the Compensation Committee, in its sole discretion, determines that the Participant is remaining in the service of the Company or a Related Entity in any capacity of employee, director or consultant). The foregoing forfeiture provisions set forth in this Section 3.2 as to Restricted Shares shall apply to the new capital stock or other property (including cash paid other than as a regular cash dividend) received in exchange for Restricted Shares in consummation of any transaction described in Article 15 of the Plan.

     IN WITNESS WHEREOF, the Company and the Participant have executed this Notice and agree that the Award is to be governed by the terms and conditions of this Notice, the Agreement and the Plan.

		UNITED DOMINION REALTY TRUST, INC.
		By:
		Name: Thomas W. Toomey
		Title: Chief Executive Officer & President

THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT VESTING OF THE INITIAL SHARES AND ADDITIONAL SHARES, IF ANY, SHALL OCCUR, IF AT ALL, ONLY DURING THE PERIOD OF THE PARTICIPANT’S CONTINUOUS EMPLOYMENT WITH THE COMPANY OR A RELATED ENTITY (NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED THIS AWARD, THE INITIAL SHARES AND ADDITIONAL SHARES, IF ANY, HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AGREEMENT, NOR IN THE PLAN, SHALL CONFER UPON THE PARTICIPANT ANY RIGHT WITH RESPECT TO CONTINUATION OF THE PARTICIPANT’S EMPLOYMENT WITH THE COMPANY OR A RELATED ENTITY, NOR SHALL IT INTERFERE IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE COMPANY’S OR A RELATED ENTITY’S RIGHT TO TERMINATE THE PARTICIPANT’S EMPLOYMENT WITH THE COMPANY OR

RELATED ENTITY AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE PARTICIPANT ACKNOWLEDGES THAT UNLESS THE PARTICIPANT HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY OR A RELATED ENTITY TO THE CONTRARY, THE PARTICIPANT’S STATUS IS AT WILL. THE PARTICIPANT AGREES TO REFRAIN FROM FILING AN ELECTION WITH THE U.S. INTERNAL REVENUE SERVICE UNDER SECTION 83(B) OF THE CODE TO INCLUDE IN GROSS INCOME THE AMOUNT OF ANY COMPENSATION TAXABLE IN CONNECTION WITH THE RECEIPT OF THE INITIAL SHARES AND ADDITIONAL SHARES, IF ANY, AND ACKNOWLEDGES THAT SUCH AGREEMENT IS A CONDITION TO THE GRANT BY THE COMPANY OF THIS AWARD, THE INITIAL SHARES AND ADDITIONAL SHARES, IF ANY.

     The Participant acknowledges receipt of a copy of the Plan and the Agreement and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Participant has reviewed this Notice, the Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice, the Agreement and the Plan. The Participant hereby agrees that all disputes arising out of or relating to this Notice, the Agreement and the Plan shall be resolved in accordance with Section 15 of the Agreement. The Participant further agrees to notify the Company upon any change in the residence address indicated in this Notice.

Dated:		Signed:
		«FIRST» «LAST»

     1.  Grant of Shares . United Dominion Realty Trust, Inc. (the “Company”) hereby grants to the Grantee named above (the “Grantee”), as additional compensation for services to be rendered, and subject to the restrictions and the other terms and conditions set forth in the Company’s 1999 Long-Term Incentive Plan (the “Plan”) and in this Restricted Stock Award Agreement (this “Agreement”), the number of shares indicated above of the Company’s $0.01 par value common stock (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned such terms in the Plan.

     2.  Vesting of Restricted Stock . Unless the exerciseability of this Agreement is accelerated in accordance with Article 14 of the Plan, 100% of the Shares subject to this Agreement shall vest (become exercisable) under the following terms: 1/4 of the Shares shall vest on «VestingDate1»; 1/4 of the Shares shall vest on «VestingDate2»; 1/4 of the Shares shall vest on «VestingDate3»; and the remaining 1/4 of the Shares shall vest on «VestingDate4».

     3.  Restrictions . The Shares are subject to each of the following restrictions. “Restricted Shares” means those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If the Grantee’s employment with the Company or any Parent or Subsidiary terminates for any reason other than as set forth in paragraph (a) or (b) of Section 4 hereof, then the Grantee shall forfeit all of the Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination and such Restricted Shares shall be re-conveyed to the Company without further consideration or any act or action by the Grantee.

     The restrictions imposed under this Section 3 shall apply to all shares of the Company’s stock or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, re-capitalization, stock dividend or other change in corporate structure affecting the common stock of the Company.

     4.  Expiration and Termination of Restrictions . The restrictions imposed under Section 3 will expire on the earliest to occur of the following:

     (a) On the date of termination of the Grantee’s employment with the Company or any Parent or Subsidiary because of his or her death or Disability; or

     (b) On the date specified by the Committee or as otherwise established in the Plan in the event of an acceleration of vesting under Section 14 of the Plan (including, without limitation, upon the occurrence of a Change in Control, as defined in the Plan).

     5.  Delivery of Shares . The Shares will be registered in the name of the Grantee as Restricted Stock and may be held by the Company prior to the lapse of the restrictions thereon as provided in Section 4 hereof (the “Restricted Period”). Any certificate for Shares issued during the Restricted Period shall be registered in the name of the Grantee and shall bear a legend in substantially the following form:

THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN A RESTRICTED STOCK AWARD AGREEMENT DATED «DateOfAgreement» BETWEEN THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBY AND UNITED DOMINION REALTY TRUST, INC. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH AGREEMENT, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF UNITED DOMINION REALTY TRUST, INC.

     If requested, the Grantee shall deposit with the Company, a stock power, or powers, executed in blank and sufficient to re-convey the Restricted Shares to the Company upon termination of the Grantee’s employment during the Restricted Period, in accordance with the provisions of this Agreement. Stock certificates shall be delivered to the Grantee as soon as practicable after the lapse of the restrictions on the Shares, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply if deemed advisable by the Company, with registration requirements under the 1933 Act, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.

   6.  Voting and Dividend Rights . The Grantee, as beneficial owner of the Shares, shall have full voting rights with respect to the Shares and shall receive dividends on the Shares during the Restricted Period. Dividends on the Shares are not eligible for participation in the Company’s Dividend Reinvestment Plan during the Restricted Period.

     7.  Restrictions on Transfer and Pledge . The Restricted Shares may not be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Parent or Subsidiary, or be subject to any lien, obligation, or liability of the Grantee to any other party other than the Company or a Parent or Subsidiary. The Restricted Shares are not assignable or transferable by the Grantee other than by will or the laws of descent and distribution.

     8.  Changes in Capital Structure . In the event a stock dividend is declared upon the Stock, the shares of Stock then subject to this Agreement shall be increased proportionately. In the event the Stock shall be changed into or exchanged for a different number or class of shares of stock or securities of the Company or of another corporation, whether through reorganization, re-capitalization, reclassification, share exchange, stock split-up, combination of shares, merger or consolidation, there shall be substituted for each such share of Stock then subject to this Agreement the number and class of shares into which each outstanding share of Stock shall be so exchanged, or there shall be made such other equitable adjustment as the Committee shall approve.

     9.  Stop Transfer Notices . In order to ensure compliance with the restrictions on transfer set forth in this Agreement or the Plan, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

     10.  Refusal to Transfer . The Company shall not be required (a) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) to treat as owner of such Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Restricted Shares shall have been so transferred.

     11.  No Right of Continued Employment . Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Parent or Subsidiary to terminate the Grantee’s employment at any time, nor confer upon the Grantee any right to continue in the employ of the Company or any Parent or Subsidiary.

     12.  Payment of Taxes . The Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in the Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Subsidiaries will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Grantee.

     13.  Grantee’s Covenant . The Grantee hereby agrees to use his best efforts to provide services to the Company in a workmanlike manner and to promote the Company’s interests.

     14.  Amendment . The Committee may amend, modify or terminate this Agreement without approval of the Grantee; provided, however, that such amendment, modification or termination shall not, without the Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested on the date of such amendment or termination.

     15.  Plan Controls . The terms contained in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.

     16.  Successors . This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.

     17.  Severability . If anyone or more of the provisions contained in this Agreement is invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

     18.  Notice . Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

United Dominion Realty Trust, Inc.
1745 Shea Center Dr., Suite 200
Highlands Ranch, Colorado 80129
Attn: Corporate Secretary

or any other address designated by the Company in a written notice to the Grantee. Notices to the Grantee will be directed to the address of the Grantee then currently on file with the Company, or at any other address given by the Grantee in a written notice to the Company.

     19.  Dispute Resolution . The provisions of this Section 19 shall be the exclusive means of resolving disputes arising out of or relating to the Plan and this Agreement. The Company, the Grantee, and the Grantee’s assignees (the “parties”) shall attempt in good faith to resolve any disputes arising out of or relating to the Plan and this Agreement by negotiation between individuals who have authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written statement of the party’s position and the name and title of the individual who will represent the party. Within thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation, the parties agree that any suit, action, or proceeding arising out of or relating to the Plan or this Agreement shall be brought in the United States District Court for the District of Colorado (or should such court lack jurisdiction to hear such action, suit or proceeding, in a state court in Colorado) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY

RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 19 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

     IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement and agree that the Shares are to be governed by the terms and conditions of this Agreement and the Plan.

		UNITED DOMINION REALTY TRUST, INC.
		By:
		Name: Thomas W. Toomey
		Title: Chief Executive Officer & President

The Grantee acknowledges receipt of a copy of the Plan and this Agreement and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Shares subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement and the Plan. The Grantee hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved in accordance with Section 19 of this Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Agreement.

		GRANTEE:
	«Grantee»

Exhibit 10.3

FORM OF

INDEMNIFICATION AGREEMENT

     THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into as of May 2, 2006 (“Effective Date”), by and between United Dominion Realty Trust, Inc., a Maryland corporation (the “Company”), and                                           (the “Indemnitee”).

     WHEREAS, the Indemnitee, at the request of the Company, is serving as an [officer or a member of the Board of Directors (“Board”)] of the Company and in such capacity is performing a valuable service for the Company;

     WHEREAS, the law of the State of Maryland, the Company’s state of formation, permits the Company to enter into contracts with its officers or members of its Board with respect to indemnification of such persons; and

     WHEREAS, to induce the Indemnitee to continue to provide services to the Company as an officer or a member of the Board, 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 or revocation of the Company’s Articles of Restatement or Amended and Restated Bylaws (as amended collectively the “Charter Documents”), or any acquisition transaction relating to the Company, the Company desires to provide the Indemnitee with protection against personal liability to the fullest extent permitted by law.

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

     1.  Definitions . For purposes of this Agreement:

     (a) “Change in Control” shall mean a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, a Change in Control shall be deemed to have occurred if, after the Effective Date, any of the following events shall occur:

        (I) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Exchange Act, immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of 30% or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), (ii) the Company or any Subsidiary or (iii) any Person in connection with a “Non-Control Transaction” (as hereinafter defined);

          (II) Approval by stockholders of the Company of:

                (A) A merger, consolidation or reorganization involving the Company unless:

                     (1) the stockholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly, immediately following such merger, consolidation or reorganization, at least seventy percent (70%) of the combined voting power of the outstanding Voting Securities of the corporation or other entity resulting from such merger or consolidation or reorganization (the “Surviving Corporation”) in substantially the same proportion as among themselves as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization; and

                    (2) the individuals who were members of the incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least a majority of the members of the board of directors or board of trustees of the Surviving Corporation or a corporation or other entity beneficially owning, directly or indirectly, a majority of the Voting Securities of the Surviving Corporation;

(A transaction meeting the conditions described in clauses (1) and (2) of Section 1(a)(II)(A) shall herein be referred to as a “Non-Control Transaction);

             (B) A complete liquidation or dissolution of the Company; or

             (C) An agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than to an entity of which the Company directly or indirectly owns at least 70% of the Voting Securities).

          (III) There occurs a proxy contest, as a consequence of which members of the Board in office immediately prior thereto constitute less than a majority of the Board thereafter; or

          (IV) During any period of two consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than 30% of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportionate number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

     (b) “Corporate Status” means the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (whether conducted for profit or not for profit) which such person is or was serving at the request of the Company.

     (c) “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.

     (d) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

     (e) “Expenses” shall include all reasonable attorneys and paralegals’ fees, retainers, court 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.

     (f) “Independent Counsel” means a law firm, or a member of a law firm, selected by the Board by the vote required for determination of the Indemnitee’s entitlement to indemnification as provided in clause (ii) of Section 9(b) hereof, that (i) is experienced in matters of corporation law and (ii) has not, and, as to such law firm, no member presently is, or in the past five years has been, retained to represent (x) the Company or the Indemnitee in any matter material to either such party, or (y) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement, unless such conflict of interest is waived by both the Company and the Indemnitee.

     (g) “Liabilities” means all liabilities, and losses (including judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any director or officer as a result of the actual or deemed receipt of any payments under this Agreement).

     (h) “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing, or any other proceeding, including appeals therefrom, whether civil, criminal, administrative, or investigative, except one (i) initiated by the Indemnitee pursuant to Section 12 of this Agreement to enforce such Indemnitee’s rights under this Agreement or (ii) pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Company and the Indemnitee.

     2.  Indemnification — General . The Company shall indemnify, and advance Expenses to, the Indemnitee (i) as provided in this Agreement and (ii) otherwise to the fullest extent permitted by Maryland law in effect on the date hereof and as amended from time to time (provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to the Indemnitee hereunder based on Maryland law as in effect on the date hereof). The rights of the Indemnitee provided in this Section 2 shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by Section 2-418(g) of the Maryland General Corporation Law (“MGCL”).

     3.  Proceedings Other than Proceedings by or in the Right of the Company . The Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to or a witness in any Proceeding, other than a Proceeding by or in the right of the Company. The Company shall also indemnify Indemnitee’s spouse (whether by statute or at common law and without regard to the location of the governing jurisdiction) and children to the same extent and subject to the same limitations applicable to Indemnitee hereunder for claims arising out of the status of such person as a spouse or child of Indemnitee, including claims seeking damages from marital property (including community property) or property held by such Indemnitee and such spouse or child or property transferred to such spouse or child, but such indemnity shall not otherwise extend to protect the spouse or child against liabilities caused by the spouse’s or child’s own acts. Pursuant to this Section 3, the Indemnitee shall be indemnified against all Liabilities and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with a Proceeding by reason of his Corporate Status unless it is established that (i) the act or omission of the Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) the Indemnitee actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal Proceeding, the Indemnitee had reasonable cause to believe that his conduct was unlawful.

     4.  Proceedings by or in the Right of the Company . The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, Indemnitee is, or is threatened to be, made a party to or a witness in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Indemnitee shall be indemnified against all amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding unless it is established that (i) the act or omission of the Indemnitee was material to the matter giving rise to such a Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (ii) the Indemnitee actually received an improper personal benefit in money, property or services.

     5.  Court-Ordered Indemnification . Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of the Indemnitee and such notice as the court shall require, may order indemnification in the following circumstances:

     (a) if it determines that the Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case the Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or

     (b) if it determines that the Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited to Expenses.

     6.  Expenses of a Successful Party . Notwithstanding any other provision of this Agreement and without limiting the effect of any such provision, to the extent that the Indemnitee is, by reason of such Indemnitee’s Corporate Status, made a party to and is successful, on the merits or otherwise, in the defense of any Proceeding, such Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by or on behalf of such 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 indemnify the Indemnitee under this Section 6 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 Section 6, the term “successful on the merits or otherwise” shall include, but not be limited to, (i) any termination, withdrawal or dismissal (with our without prejudice) of any Proceeding against Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of 180 days after the making of any claim or threat of a Proceeding without the institution of the same and without any promise of payment or payment made to induce a settlement or (iii) the settlement of any Proceeding, pursuant to which Indemnitee pays less than $10,000.

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

     8.  Advancement of Expenses . The Company shall advance all reasonable Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding (other than a proceeding brought to enforce indemnification under this Agreement, applicable law, the Charter Documents, any agreement or a resolution of the stockholders entitled to vote in the election of directors) within 20 days after the receipt by the Company of a statement from the Indemnitee requesting such advance from time to time, whether prior to, during or after final disposition of such Proceeding. Such statement shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of the Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to the Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established that the standard of conduct has not been met and which

have not been successfully resolved as described in Section 6. To the extent that Expenses advanced to the Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of the Indemnitee and shall be accepted without reference to the Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.

     9.  Determination of Entitlement to Indemnification .

     (a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request, including therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification.

     (b) Upon such written request pursuant to Section 9(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee (unless the Indemnitee shall request that such determination be made by the Board, in which case by the person or persons or in the manner provided in clause (ii) of this Section 9(b)); or (ii) if a Change in Control shall not have occurred, (a) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Directors (if obtainable), or (b) if a quorum of the Board consisting of Disinterested Directors is not obtainable, or, even if obtainable, if such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; and, if it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten days after such determination.

     (c) The Indemnitee shall cooperate with the person or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses incurred by the Indemnitee in so cooperating shall be borne by the Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom.

     10.  Presumptions .

     (a) In making a determination with respect to entitlement to indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if the Indemnitee has submitted a request for indemnification in accordance with Section 9(a) hereof, and the Company shall have the burden of proof to overcome such presumption.

     (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, shall not create a presumption that the Indemnitee did not meet the requisite standard of conduct described herein for indemnification.

     (c) For purposes of any determination hereunder, Indemnitee shall be deemed to have acted in good faith and in a manner Indemnitee reasonable believed to be in or not opposed to the best interests of the Company and its stockholders, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe Indemnitee’s conduct was unlawful, if Indemnitee’s action was based on (i) the records or books of account of the Company or another person, including financial statements, (ii) information supplied to him by the officers of the Company or another person in the course of their duties, (iii) the advice of legal counsel for the Company or another person, or (iv) information or records given or reports made to the Company or another person by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another person.

     11.  Limitation on Indemnification . Notwithstanding any other provision herein to the contrary, the Company shall not be obligated pursuant to this Agreement:

     (a)  Claims Initiated by Indemnitee . To indemnify or advance Expenses to Indemnitee under this Agreement with respect to any Proceeding brought by the Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement or otherwise or (b) the Charter Documents, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board or an agreement approved by the Board to which the Company is a party expressly provide otherwise.

     (b)  Section 16 Violations . To indemnify Indemnitee on account of any proceeding with respect to which final judgment is rendered against Indemnitee for payment or an accounting of its profits arising from the purchase or sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute.

     (c)  Non-compete and Non-disclosure . To indemnify Indemnitee in connection with proceedings or claims involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements the Indemnitee may be a party to with the Company, or any subsidiary of the Company or any other applicable foreign or domestic corporation, partnership, joint venture or other enterprise, if any.

     12.  Remedies .

     (a) If (i) a determination is made pursuant to Section 9 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 9(b) of this Agreement within 30 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 6 of this Agreement within twenty days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not

made within twenty days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance of Expenses. The Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by the Indemnitee to enforce Indemnitee’s rights under Section 6 of this Agreement.

     (b) In the event that a determination shall have been made pursuant to this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, on the merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

     (c) If a determination shall have been made or deemed to have been made pursuant to this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 12, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

     (d) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.

     (e) In the event that the Indemnitee, pursuant to this Section 12, seeks a judicial adjudication of such Indemnitee’s rights under, or to recover damages for breach of, this Agreement, if successful in whole or in part, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by such Indemnitee in such judicial adjudication.

     13.  Defense of the Underlying Proceeding .

     (a) The Indemnitee shall notify the Company promptly upon being served with or receiving any summons, citation, subpoena, complaint, indictment, information, notice, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify the Indemnitee from the right, or otherwise affect in any manner any right of the Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.

     (b) Subject to the provisions of the last sentence of this Section 13(b) and of Section 13(c) below, the Company shall have the right to defend the Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify the Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 13(a) above. The Company shall not, without the prior written consent of the Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against the Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of the Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of the Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to the Indemnitee. This Section 13(b) shall not apply to a Proceeding brought by the Indemnitee under Section 11 or Section 12 above.

     (c) Notwithstanding the provisions of Section 13(b) above, if in a Proceeding to which the Indemnitee is a party by reason of the Indemnitee’s Corporate Status, (i) the Indemnitee reasonably concludes, based upon an opinion of counsel, that he may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (ii) the Indemnitee reasonably concludes, based upon an opinion of counsel, that an actual or apparent conflict of interest or potential conflict of interest exists between the Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such Proceeding in a timely manner, the Indemnitee shall be entitled to be represented by separate legal counsel of the Indemnitee’s choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Indemnitee shall have the right to retain counsel of the Indemnitee’s choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, at the expense of the Company, to represent the Indemnitee in connection with any such matter.

     14.  Non-Exclusivity . The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the Charter Documents, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board, or otherwise; provided, however the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement, or otherwise.. No amendment, alteration or repeal of this Agreement or any provision hereof shall be effective as to the Indemnitee with respect to any action taken or omitted by the Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal.

     15.  Subrogation . In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all actions necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

     16.  Maintenance of Liability Insurance .

     (a) The Company will use its reasonable efforts to acquire directors and officers liability insurance, on terms and conditions and in such amounts deemed appropriate by the Board, covering the Indemnitee or any claim made against the Indemnitee for service as a director or officer of the Company and covering the Company for any indemnification or advance of expenses made by the Company to the Indemnitee for any claims made against the Indemnitee for service as a director or officer of the Company. Without in any way limiting any other obligation under this Agreement, the Company shall indemnify the Indemnitee for any payment by the Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and reasonable expenses incurred by the Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous sentence.

     (b) If, at the time of the receipt of a notice of a claim pursuant to Section 9 hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

     (c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of the Company, the Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available, and upon any “Change in Control”, the Company shall obtain continuation and/or “tail” coverage for the Indemnitee to the maximum amount obtainable at such time.

     17.  Continuation of Indemnity .

     (a) All agreements and obligations of the Company contained herein shall continue during the period the Indemnitee is an officer or a member of the Board of the Company and shall continue thereafter so long as the Indemnitee shall be subject to any threatened, pending or completed Proceeding by reason of such Indemnitee’s Corporate Status and during the period of any statute of limitations for any act or omission occurring during the Indemnitee’s term of Corporate Status. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company against the Indemnitee, the Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two (2) year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern. Notwithstanding the foregoing limitations on the period within which such claim may be brought, to the extent that any applicable statute of limitations provides for a tolling of the limitation period under certain circumstances, then the

limitations provided for in this Section 17 shall also be tolled in the event such circumstances exist with respect to any such claim or cause of action. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnitee and such Indemnitee’s heirs, executors and administrators.

     (b) The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, trustee, officer, employee or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company, and shall inure to the benefit of the Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

     (c) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

     18.  Change In Law . To the extent that a change in state law (whether by statute or judicial decision) shall permit broader indemnification or advancement of expenses than is provided under the terms of the organizational documents of the Company and this Agreement, Indemnitee shall be entitled to such broader indemnification and advancements, and this Agreement shall bee deemed to be amended to such extent.

     19.  Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever, (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that is not itself invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that is not itself invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provisions held invalid, illegal, or unenforceable.

     20.  Non-Disclosure of Payments . Except as expressly required by Federal securities laws or other applicable laws or regulations or by judicial process, Indemnitee shall not disclose any payments made under this Agreement, whether indemnification or advancement of expenses, without the prior written approval of the Company.

     21.  Headings . The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

     22.  Modification and Waiver . Except as provided in Section 18 above with respect to changes in state law which broaden the right of Indemnitee to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.

     23.  Successors . This Agreement shall be (a) binding upon all successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law) and (b) binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. This Agreement shall continue for the benefit of Indemnitee and such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status.

     24.  Notices . All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, if so delivered or mailed, as the case may be, to the following addresses:

     If to the Indemnitee, to the address set forth in the records of the Company.

or to such other address as may have been furnished to the Indemnitee by the Company or to the Company by the Indemnitee, as the case may be.

     25.  Entire Agreement . This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements, commitments, drafts, communications, discussions and understandings, oral or written, with respect thereto.

     26.  Employment Rights . Nothing in this Agreement is intended to create in Indemnitee any right to employment or continued employment.

     27.  Governing Law . The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland.

     28.  Consent to Jurisdiction . Each party to this Agreement hereby (a) consents to the jurisdiction of the United States District Court for the District of Colorado or, if such court does not have jurisdiction over such matter, the applicable Colorado State or County Court that has jurisdiction, (b) irrevocably agrees that all actions or proceedings arising out of or relating to this Agreement shall be litigated in such court and (c) consents to personal jurisdiction within Denver, Colorado. Each party to this Agreement accepts for itself and in connection with its

properties, generally and unconditionally, the exclusive jurisdiction and venue of the aforesaid courts and waives any defense of lack of personal jurisdiction or inconvenient forum or any similar defense, and irrevocably agrees to be bound by any non-appealable judgment rendered thereby in connection with this Agreement.

     29.  Counterparts . This Agreement may be executed in one or more counterparts, including electronically transmitted counterparts, each of which shall constitute an original and all of which together shall constitute a single agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

		UNITED DOMINION REALTY TRUST, INC. , a Maryland corporation
		By:
				Thomas W. Toomey
				Chief Executive Officer and President
				, an individual

EXHIBIT A

FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED

The Board of Directors of United Dominion Realty Trust, Inc.

Re: Undertaking to Repay Expenses Advanced

Ladies and Gentlemen:

     This undertaking is being provided pursuant to that certain Indemnification Agreement dated the 2 ^nd day of May, 2006, by and between United Dominion Realty Trust, Inc. (the “Company”) and the undersigned Indemnitee (the “Indemnification Agreement”), pursuant to which I am entitled to advance of expenses in connection with [Description of Proceeding] (the “Proceeding”).

     Terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.

     I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm that at all times, insofar as I was involved as [a director] [an officer] of the Company, in any of the facts or events giving rise to the Proceeding, I (1) acted in good faith and honestly, (2) did not receive any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had no reasonable cause to believe that any act or omission by me was unlawful.

     In consideration of the advance of expenses by the Company for reasonable attorney’s fees and related expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection with the Proceeding, it is established that (1) an act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (2) I actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established and which have not been successfully resolved as described in Section 6 of the Indemnification Agreement.

     To the extent that Advanced Expenses do not relate to a specific claim, issue or matter in the Proceeding, I agree that such Expenses shall be allocated on a reasonable and proportionate basis.

     IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this ___ day of                      , 200___.

		, an individual