10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2004
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from           to

Commission file number 1-10524

United Dominion Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	54-0857512
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado 80129

(Address of principal executive offices, including zip code)

(720) 283-6120

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $1 par value	New York Stock Exchange
Preferred Stock Purchase Rights	New York Stock Exchange
8.60% Series B Cumulative Redeemable Preferred Stock	New York Stock Exchange
8.50% Monthly Income Notes Due 2008	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or other information statements incorporated by reference into Part III of this Form 10-K or any amendment to this Form 10-K.     o

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).     Yes þ          No o

      The aggregate market value of the shares of common stock held by non-affiliates on June 30, 2004 was approximately $2.4 billion. This calculation excludes shares of common stock held by the registrant’s officers and directors and each person known by the registrant to beneficially own more than 5% of the registrant’s outstanding shares, as such persons may be deemed to be affiliates. This determination of affiliate status should not be deemed conclusive for any other purpose. As of March 1, 2005 there were 137,023,872 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

      The information required by Part III of this Report, to the extent not set forth herein, is incorporated by reference from the registrant’s definitive proxy statement for the Annual Meeting of Stockholders to be held on May 3, 2005.

TABLE OF CONTENTS

		Page
PART I.
Item 1.	Business		2
Item 2.	Properties		17
Item 3.	Legal Proceedings		18
Item 4.	Submission of Matters to a Vote of Security Holders		18
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		18
Item 6.	Selected Financial Data		21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		39
Item 8.	Financial Statements and Supplementary Data		39
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		39
Item 9A.	Controls and Procedures		39
Item 9B.	Other Information		40
PART III.
Item 10.	Directors and Executive Officers of the Registrant		40
Item 11.	Executive Compensation		41
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		41
Item 13.	Certain Relationships and Related Transactions		41
Item 14.	Principal Accounting Fees and Services		41
PART IV.
Item 15.	Exhibits and Financial Statement Schedules		41
Amended and Restated Bylaws
5.00% Medium-Term Notes due January 2012
4.30% Medium-Term Note due July 2007
5.25% Medium-Term Note due January 2015, issued November 1, 2004
5.25% Medium-Term Note due January 2015, issued February 14, 2005
5.25% Medium-Term Note due January 2015, issued March 8, 2005
Employment Agreement of Richard A. Giannotti
Compensation Summary
Computation of Ratio of Earnings to Fixed Charges
Subsidiaries
Consent of Independent Registered Public Accounting Firm
Rule 13a-14(a) Certification of the Chief Executive Officer
Rule 13a-14(a) Certification of the Chief Financial Officer
Section 1350 Certification of the Chief Executive Officer
Section 1350 Certification of the Chief Financial Officer

PART I

Item 1. Business

General

      United Dominion Realty Trust, Inc. is a self administered real estate investment trust, or REIT, that owns, acquires, renovates, develops, and manages middle-market apartment communities nationwide. At December 31, 2004, our apartment portfolio included 273 communities located in 43 markets, with a total of 78,855 completed apartment homes. In addition, we had three apartment communities under development.

      We have elected to be taxed as a REIT under the Internal Revenue Code of 1986. To continue to qualify as a REIT, we must continue to meet certain tests which, among other things, generally require that our assets consist primarily of real estate, our income be derived primarily from real estate, and that we distribute at least 90% of our REIT taxable income (other than our net capital gain) to our stockholders. As a qualified REIT, we generally will not be subject to federal income taxes on our REIT taxable income to the extent we distribute such income to our stockholders. In 2004, we declared total distributions of $1.17 per share to our stockholders, which represents our 28th year of consecutive dividend increases to our stockholders.

      We were formed in 1972 as a Virginia corporation. In June 2003, we changed our state of incorporation from Virginia to Maryland. Our corporate headquarters is located at 400 East Cary Street, Richmond, Virginia. Our principal executive offices are located at 1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado. As of March 1, 2005, we had 1,943 full-time employees and 178 part-time employees.

      Our subsidiaries include two operating partnerships, Heritage Communities L.P., a Delaware limited partnership, and United Dominion Realty L.P., a Delaware limited partnership. Unless the context otherwise requires, all references in this Report to “we,” “us,” “our,” “the company,” or “United Dominion” refer collectively to United Dominion Realty Trust, Inc. and its subsidiaries.

2004 Accomplishments

•  We provided a total stockholder return of 37%.

•  We increased our dividend for the 28th consecutive year.

•  We lowered the weighted average interest rate on our debt from 5.2% at December 31, 2003 to 5.0% at December 31, 2004.

•  We increased the size of our unencumbered pool of assets to $3.3 billion, valued on a historical cost basis.

•  We completed over $1.8 billion of capital transactions in 2004.

•  We were upgraded by Moody’s Investor Services on our unsecured debt rating to Baa2 from Baa3 and our preferred stock rating to Baa3 from Ba1 with a stable outlook.

•  We acquired 8,060 apartment homes in 28 communities for approximately $1.0 billion.

•  We completed the disposition of 19 apartment communities with 5,425 apartment homes for an aggregate sales price of approximately $270.1 million, exiting markets that no longer met our investment criteria. In addition, we sold 24 of 36 townhomes of a community for $7.3 million.

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Business Objectives and Operating Strategies

      Our principal business objective is to maximize the economic returns of our apartment communities to provide our stockholders with the greatest possible total return and value. To achieve this objective, we intend to continue to pursue the following goals and strategies:

•  own and operate middle-market apartments across a national platform, thus enhancing stability and predictability of returns to our stockholders,

•  manage real estate cycles by taking an opportunistic approach to buying, selling, and building apartment communities,

•  empower site associates to manage our communities efficiently and effectively,

•  measure and reward associates based on specific performance targets, and

•  manage our capital structure to ensure predictability of earnings and dividends.

Acquisitions

      During 2004, using the proceeds from our disposition program, equity and debt offerings, we acquired 28 communities with 8,060 apartment homes at a total cost of approximately $1.0 billion, including the assumption of secured debt. In addition, we purchased one parcel of land for $16.3 million.

      When evaluating potential acquisitions, we consider:

•  population growth, cost of alternative housing, overall potential for economic growth and the tax and regulatory environment of the community in which the property is located,

•  geographic location, including proximity to our existing communities which can deliver significant economies of scale,

•  construction quality, condition and design of the community,

•  current and projected cash flow of the property and the ability to increase cash flow,

•  potential for capital appreciation of the property,

•  ability to increase the value and profitability of the property through upgrades and repositioning,

•  terms of resident leases, including the potential for rent increases,

•  occupancy and demand by residents for properties of a similar type in the vicinity,

•  prospects for liquidity through sale, financing, or refinancing of the property, and

•  competition from existing multifamily communities and the potential for the construction of new multifamily properties in the area.

      The following table summarizes our apartment acquisitions and our year-end ownership position for the past five years (dollars in thousands):

	2004		2003		2002		2001		2000
Homes acquired		8,060		5,220		4,611		1,304		267
Homes owned at December 31		78,855		76,244		74,480		77,567		77,219
Total real estate owned, at carrying value	$	5,243,296	$	4,351,551	$	3,967,483	$	3,907,667	$	3,836,320

Dispositions

      We regularly monitor and adjust our assets to increase portfolio profitability. During 2004, we sold over 5,400 of our slower growing, non-core apartment homes while exiting some markets in an effort to

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increase the quality and performance of our portfolio. Proceeds from the disposition program were used primarily to reduce debt and fund acquisitions.

      Factors we consider in deciding whether to dispose of a property include:

•  current market price for an asset compared to projected economics for that asset,

•  potential increases in new construction in the market area,

•  areas where the economy is not expected to grow substantially, and

•  markets where we do not intend to establish long-term concentration.

      At December 31, 2004, there were 12 apartment communities and one parcel of land classified as real estate held for disposition. We are in the market for replacement properties that will correspond with our expected sales activity to prevent dilution to earnings.

Upgrading and Development Activities

      During 2004, we continued to reposition properties in targeted markets where there was an opportunity to add value and achieve greater than inflationary increases in rents over the long term. In 2004, we spent $17.6 million on three development projects that are expected to be completed in the first half of 2006. In addition, revenue enhancing capital expenditures, including kitchen and bath renovations, and other extensive interior upgrades totaled $45.9 million or $599 per home for the year ended December 31, 2004.

      The following wholly-owned projects were under development as of December 31, 2004:

	Number of		Completed						Estimated		Expected
	Apartment		Apartment		Cost to Date		Budgeted Cost		Cost		Completion
	Homes		Homes		(In thousands)		(In thousands)		Per Home		Date
2000 Post Phase III San Francisco, CA		24		—	$	2,754	$	7,000	$	291,700		1Q06
Verano at Town Square Rancho Cucamonga, CA		414		—		27,648		66,300		160,100		2Q06
Mandalay on the Lake Irving, TX		369		—		9,840		30,900		83,700		2Q06
		807		—	$	40,242	$	104,200	$	129,100

      In addition, we owned eight parcels of land held for future development aggregating $25.5 million at December 31, 2004. Four of the eight parcels represent additional phases to existing communities.

Financing Activities

      As part of our plan to strengthen our capital structure, we utilized proceeds from dispositions, equity offerings and refinancings to extend maturities, pay down existing debt, and acquire apartment communities. The following is a list of our major financing activities in 2004:

•  Repaid $131.8 million of secured debt and $46.6 million of unsecured debt.

•  Sold $125 million aggregate principal amount of 5.13% senior unsecured notes due January 2014 ($75 million in January and $50 million in March) under our medium-term note program. These notes represent a re-opening of the 5.13% senior unsecured notes due January 2014 that we issued in October 2003, and these notes constitute a single series of notes, bringing the aggregate principal amount outstanding of the 5.13% senior unsecured notes to $200 million. The net proceeds of $126.0 million were used to repay secured and unsecured debt obligations maturing in the first quarter of 2004 and to fund the acquisition of apartment homes.

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•  Sold $50 million aggregate principal amount of 3.90% senior unsecured notes due March 2010 in March 2004 under our medium-term note program. The net proceeds of approximately $49.4 million were used to fund the acquisition of apartment communities.

•  Replaced our previous $1.0 billion shelf registration statement in June 2004 with a new shelf registration statement that provides for the issuance of up to $1.5 billion in debt securities and preferred and common stock. The new $1.5 billion shelf registration statement includes $331.3 million of unissued securities carried forward from our previous shelf registration statement.

•  Sold $50 million aggregate principal amount of 4.30% senior unsecured notes due July 2007 in June 2004 under our new $750 million medium-term note program. The net proceeds of approximately $49.8 million were used to fund the acquisition of apartment communities and repay amounts outstanding on our $500 million unsecured credit facility.

•  Moody’s Investors Service upgraded our rating on our senior unsecured debt to Baa2 from Baa3 and our preferred stock to Baa3 from Ba1 with a stable outlook in July 2004.

•  Sold $100 million of 5.00% senior unsecured notes due January 2012 and $25 million of 4.30% senior unsecured notes due July 2007 under our new $750 million medium-term note program in October 2004. The $25 million in notes represent a re-opening of the 4.30% senior unsecured notes due July 2007 that we issued in June 2004, and these notes constitute a single series of notes, bringing the aggregate principal amount outstanding of the 4.30% senior unsecured notes to $75 million. The net proceeds of $124.4 million were used to fund the acquisition of apartment communities.

•  Sold $100 million aggregate principal amount of 5.25% senior unsecured notes due January 2015 under our new $750 million medium-term note program in October 2004. The net proceeds of $99.0 million were used to fund the acquisition of apartment communities.

•  Sold 3.5 million shares of common stock at a public offering price of $20.50 per share under our $1.5 billion shelf registration statement in October 2004. We sold an additional 525,000 shares of common stock at a public offering price of $20.50 per share in connection with the exercise of the underwriter’s over-allotment option in October 2004. The net proceeds of $81.9 million were used to reduce outstanding debt balances under our $500 million unsecured revolving credit facility, which was used to fund the acquisition of apartment communities.

•  Filed a prospectus supplement under the Securities Act of 1933 in October 2004, relating to the offering of up to 5 million shares of our common stock that we may issue and sell through an agent from time to time in “at the market offerings,” as defined in Rule 415 of the Securities Act of 1933. Any sales of these shares will be made under our $1.5 billion shelf registration statement pursuant to a sales agreement that we entered into with the agent in July 2003. The sales price of the common stock that may be sold under the sales agreement will be no lower than the minimum price designated by us prior to the sale. As of December 31, 2004, we have sold a total of 472,000 shares of common stock pursuant to the sales agreement at a weighted average sales price of $20.36, for net proceeds to us of approximately $9.4 million.

•  Exercised our right to redeem 2 million shares of our Series D Cumulative Convertible Redeemable Preferred Stock in December 2004. Upon receipt of our redemption notice, the shares to be redeemed were converted by the holder into 3,076,769 shares of common stock at a price of $16.25 per share.

•  In conjunction with certain acquisitions, we assumed secured mortgages of $311.7 million with maturity dates ranging from September 2006 through June 2013.

Markets and Competitive Conditions

      At December 31, 2004, we owned 273 apartment communities in 43 markets in 17 states. Of those markets, 25 markets, or 61%, generated positive same community net operating income growth for the

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fourth quarter of 2004 when compared to the same period in the prior year. We have a geographically diverse portfolio and we believe that this diversification increases investment opportunity and decreases the risk associated with cyclical local real estate markets and economies, thereby increasing the stability and predictability of our earnings.

      We believe changing demographics will have a significant impact on the apartment industry over the next two decades. In particular, we believe the annual number of young people entering the workforce and creating households will be significantly higher over the next 10 to 15 years as compared to the number who entered the workforce over the past 10 years. The number of single people and single parent households continues to grow significantly. The immigrant population is also expected to grow at an accelerated pace. Each of these population segments has a high propensity to rent.

      Despite a strengthening United States economy, significant productivity growth has adversely affected employment growth, which is the primary driver of demand in our business. In addition, a sustained low mortgage interest rate environment, combined with government and builder incentives to first time home buyers, has further siphoned off what would traditionally be demand for apartment homes. To maintain occupancy levels during these economic conditions, we have reduced rents, increased our marketing expenses, and provided concessions to our residents.

      In most of our markets, competition for new residents is intense. Some competing communities offer features that our communities do not have. Competing communities frequently use concessions or lower rents to obtain temporary competitive advantages. Also, some competing communities are larger or newer than our communities. The competitive position of each community is different depending upon many factors including sub-market supply and demand. In addition, other real estate investors compete with us to acquire existing properties and to develop new properties. These competitors include insurance companies, pension and investment funds, developer partnerships, investment companies and other apartment REITs. This competition could increase prices for properties of the type that we would likely pursue, and our competitors may have greater resources, or lower capital costs, than we do.

      We believe that, in general, we are well-positioned to compete effectively for residents and investments. We believe our competitive advantages include:

•  a fully integrated organization with property management, development, acquisition, marketing and financing expertise,

•  scalable operating and support systems,

•  purchasing power,

•  geographic diversification with a presence in 43 markets across the country, and

•  significant presence in many of our major markets that allows us to be a local operating expert.

      Moving forward, we will continue to emphasize aggressive lease management, improved expense control, increased resident retention efforts and the realignment of employee incentive plans tied to our bottom line performance. We believe this plan of operation, coupled with the portfolio’s strengths in targeting the middle-market of renters across a geographically diverse platform, should position us for continued operational improvement.

Communities

      At December 31, 2004, our apartment portfolio included 273 communities having a total of 78,855 completed apartment homes. In addition, we had three apartment communities under development. The overall quality of our portfolio has significantly improved since 2001 with the disposition of non-core apartment homes and our upgrade program. The upgrading of the portfolio provides several key benefits related to portfolio profitability. It enables us to raise rents more significantly and to attract residents with higher levels of disposable income who are more likely to accept the transfer of expenses, such as water

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and sewer costs, from the landlord to the resident. In addition, it potentially reduces recurring capital expenditures per apartment home, and therefore increases cash flow.

Same Communities

      For 2004, same community property operating income decreased 1.2% or $3.9 million compared to 2003. The overall decrease in property operating income was primarily attributable to a 0.5% or $2.3 million increase in revenues from rental and other income that was offset by a 3.2% or $6.2 million increase in operating expenses. The increase in revenues from rental and other income was primarily driven by a 7.7% or $2.8 million decrease in vacancy loss and a 14.3% or $2.1 million increase in utility reimbursement income. These increases in income were offset by a 0.7% or $3.6 million decrease in rental rates. Physical occupancy increased 0.8% to 93.8%.

      The increase in property operating expenses was primarily driven by a 5.4% or $2.8 million increase in personnel costs, a 4.7% or $1.5 million increase in repair and maintenance costs, a 3.5% or $1.1 million increase in utilities expense, and a 1.6% or $0.8 million increase in property taxes.

Customers

      We focus on the broad middle-market segment of the apartment market that generally consists of renters-by-necessity. This group includes young professionals, blue-collar families, single parent households, older singles, immigrants, non-related parties and families renting while waiting to purchase a home. We believe this segment provides the highest profit potential in terms of rent growth, stability of occupancy and investment opportunities.

      We believe there will be a significant increase in the number of younger renters over the next 10 to 15 years, and that the immigrant population will remain a significant and growing part of the renter base. Accordingly, we plan to target some of our incremental investments to communities that will be attractive to younger households or to the immigrant populations. These communities will often be located close to where these residents work, shop and play.

Tax Matters

      We have elected to be taxed as a REIT under the Internal Revenue Code. To continue to qualify as a REIT, we must continue to meet certain tests that, among other things, generally require that our assets consist primarily of real estate, our income be derived primarily from real estate and that we distribute at least 90% of our taxable income (other than our net capital gain) to our stockholders. Provided we maintain our qualification as a REIT, we will generally not be subject to federal income taxes at the corporate level on our net income to the extent net income is distributed to our stockholders.

Inflation

      Substantially all of our leases are for a term of one year or less, which may enable us to realize increased rents upon renewal of existing leases or the beginning of new leases. Such short-term leases generally minimize the risk to us of the adverse effects of inflation, although as a general rule these leases permit residents to leave at the end of the lease term without penalty. Short-term leases and relatively consistent demand allow rents, and therefore cash flow from the portfolio, to provide an attractive hedge against inflation.

Environmental Matters

      To date, compliance with federal, state and local environmental protection regulations has not had a material effect on our capital expenditures, earnings or competitive position. However, in the past, the issue has been raised regarding the presence of asbestos and other hazardous materials in existing real estate properties. We have a property management plan for hazardous materials. As part of the plan, Phase I environmental site investigations and reports have been completed for each property we own. In

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addition, all proposed acquisitions are inspected prior to acquisition. The inspections are conducted by qualified environmental consultants, and we review the issued report prior to the purchase or development of any property. Nevertheless, it is possible that our environmental assessments will not reveal all environmental liabilities, or that some material environmental liabilities exist of which we are unaware. In some cases, we have abandoned otherwise economically attractive acquisitions because the costs of removal or control of hazardous materials have been prohibitive or we have been unwilling to accept the potential risks involved. We do not believe we will be required to engage in any large-scale abatement at any of our properties. We believe that through professional environmental inspections and testing for asbestos, lead paint and other hazardous materials, coupled with a conservative posture toward accepting known risk, we can minimize our exposure to potential liability associated with environmental hazards.

      Federal legislation requires owners and landlords of residential housing constructed prior to 1978 to disclose to potential residents or purchasers of the communities any known lead paint hazards and imposes treble damages for failure to provide such notification. In addition, lead based paint in any of the communities may result in lead poisoning in children residing in that community if chips or particles of such lead based paint are ingested, and we may be held liable under state laws for any such injuries caused by ingestion of lead based paint by children living at the communities.

      We are unaware of any environmental hazards at any of our properties that individually or in the aggregate may have a material adverse impact on our operations or financial position. We have not been notified by any governmental authority, and we are not otherwise aware, of any material non-compliance, liability, or claim relating to environmental liabilities in connection with any of our properties. We do not believe that the cost of continued compliance with applicable environmental laws and regulations will have a material adverse effect on us or our financial condition or results of operations. Future environmental laws, regulations, or ordinances, however, may require additional remediation of existing conditions that are not currently actionable. Also, if more stringent requirements are imposed on us in the future, the costs of compliance could have a material adverse effect on us and our financial condition.

Insurance

      We carry comprehensive general liability coverage on our communities, with limits of liability customary within the industry to insure against liability claims and related defense costs. We are also insured, in all material respects, against the risk of direct physical damage in amounts necessary to reimburse us on a replacement cost basis for costs incurred to repair or rebuild each property, including loss of rental income during the reconstruction period.

Factors Affecting Our Business and Prospects

      There are many factors that affect our business and our results of operations, some of which are beyond our control. The following is a description of some of the important factors that may cause our actual results of operations in future periods to differ materially from those currently expected or desired.

      Unfavorable Changes in Apartment Market and Economic Conditions Could Adversely Affect Occupancy Levels and Rental Rates. Market and economic conditions in the metropolitan areas in which we operate may significantly affect our occupancy levels and rental rates and, therefore, our profitability. Factors that may adversely affect these conditions include the following:

•  a reduction in jobs and other local economic downturns,

•  declines in mortgage interest rates, making alternative housing more affordable,

•  government or builder incentives which enable first time homebuyers to put little or no money down, making alternative housing decisions easier to make,

•  oversupply of, or reduced demand for, apartment homes,

•  declines in household formation, and

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•  rent control or stabilization laws, or other laws regulating rental housing, which could prevent us from raising rents to offset increases in operating costs.

      The strength of the United States economy has become increasingly susceptible to global events and threats of terrorism. At the same time, productivity enhancements and the increased exportation of labor have resulted in limited job growth despite an improving economy. Continued weakness in job creation, or any worsening of current economic conditions, generally and in our principal market areas, could have a material adverse effect on our occupancy levels, our rental rates and our ability to strategically acquire and dispose of apartment communities. This may impair our ability to satisfy our financial obligations and pay distributions to our stockholders.

      Acquisitions or New Development May Not Achieve Anticipated Results. We intend to continue to selectively acquire apartment communities that meet our investment criteria. Our acquisition activities and their success are subject to the following risks:

•  an acquired community may fail to perform as we expected in analyzing our investment, or a significant exposure related to the acquired property may go undetected during our due diligence procedures,

•  when we acquire an apartment community, we often invest additional amounts in it with the intention of increasing profitability. These additional investments may not produce the anticipated improvements in profitability, and

•  new developments may not achieve pro forma rents or occupancy levels, or problems with construction or local building codes may delay initial occupancy dates for all or a portion of a development community.

      Possible Difficulty of Selling Apartment Communities Could Limit Operational and Financial Flexibility. We periodically dispose of apartment communities that no longer meet our strategic objectives, but market conditions could change and purchasers may not be willing to pay prices acceptable to us. A weak market may limit our ability to change our portfolio promptly in response to changing economic conditions. Furthermore, a significant portion of the proceeds from our overall property sales may be held by intermediaries in order for some sales to qualify as like-kind exchanges under Section 1031 of the Internal Revenue Code, so that any related capital gain can be deferred for federal income tax purposes. As a result, we may not have immediate access to all of the cash flow generated from our property sales. In addition, federal tax laws limit our ability to profit on the sale of communities that we have owned for fewer than four years, and this limitation may prevent us from selling communities when market conditions are favorable.

      Increased Competition Could Limit Our Ability to Lease Apartment Homes or Increase or Maintain Rents. Our apartment communities compete with numerous housing alternatives in attracting residents, including other apartment communities and single-family rental homes, as well as owner occupied single-and multi-family homes. Competitive housing in a particular area could adversely affect our ability to lease apartment homes and increase or maintain rents.

      Insufficient Cash Flow Could Affect Our Debt Financing and Create Refinancing Risk. We are subject to the risks normally associated with debt financing, including the risk that our operating income and cash flow will be insufficient to make required payments of principal and interest, or could restrict our borrowing capacity under our line of credit due to debt covenant restraints. We cannot assure you that sufficient cash flow will be available to make all required principal payments and still satisfy our distribution requirements to maintain our status as a REIT, nor can we assure you that the full limits of our line of credit will be available to us if our operating performance falls outside the constraints of our debt covenants. Additionally, we are likely to need to refinance substantially all of our outstanding debt as it matures. We may not be able to refinance existing debt, or the terms of any refinancing may not be as favorable as the terms of the existing debt, which could create pressures to sell assets or to issue additional equity when we would otherwise not choose to do so.

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      Failure to Generate Sufficient Revenue Could Impair Debt Service Payments and Distributions to Stockholders. If our apartment communities do not generate sufficient net rental income to meet rental expenses, our ability to make required payments of interest and principal on our debt securities and to pay distributions to our stockholders will be adversely affected. The following factors, among others, may affect the net rental income generated by our apartment communities:

•  the national and local economies,

•  local real estate market conditions, such as an oversupply of apartment homes,

•  tenants’ perceptions of the safety, convenience, and attractiveness of our communities and the neighborhoods where they are located,

•  our ability to provide adequate management, maintenance and insurance, and

•  rental expenses, including real estate taxes and utilities.

      Expenses associated with our investment in a community, such as debt service, real estate taxes, insurance and maintenance costs, are generally not reduced when circumstances cause a reduction in rental income from that community. If a community is mortgaged to secure payment of debt and we are unable to make the mortgage payments, we could sustain a loss as a result of foreclosure on the community or the exercise of other remedies by the mortgage holder.

      Debt Level May Be Increased. Our current debt policy does not contain any limitations on the level of debt that we may incur, although our ability to incur debt is limited by covenants in our bank and other credit agreements. We manage our debt to be in compliance with these debt covenants, but subject to compliance with these covenants, we may increase the amount of our debt at any time without a concurrent improvement in our ability to service the additional debt.

      Financing May Not Be Available and Could be Dilutive. Our ability to execute our business strategy depends on our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing, including common and preferred equity. Debt or equity financing may not be available in sufficient amounts, or on favorable terms or at all. If we issue additional equity securities to finance developments and acquisitions instead of incurring debt, the interests of our existing stockholders could be diluted.

      Development and Construction Risks Could Impact Our Profitability. We intend to continue to develop and construct apartment communities. Development activities may be conducted through wholly-owned affiliated companies or through joint ventures with unaffiliated parties. Our development and construction activities may be exposed to the following risks:

•  we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, which could result in increased development costs and could require us to abandon our activities entirely with respect to a project for which we are unable to obtain permits or authorizations,

•  if we are unable to find joint venture partners to help fund the development of a community or otherwise obtain acceptable financing for the developments, our development capacity may be limited,

•  we may abandon development opportunities that we have already begun to explore, and we may fail to recover expenses already incurred in connection with exploring such opportunities,

•  we may be unable to complete construction and lease-up of a community on schedule, or incur development or construction costs that exceed our original estimates, and we may be unable to charge rents that would compensate for any increase in such costs,

•  occupancy rates and rents at a newly-developed community may fluctuate depending on a number of factors, including market and economic conditions, preventing us from meeting our profitability goals for that community, and

10

•  when we sell to third parties homes or properties that we developed or renovated, we may be subject to warranty or construction defect claims that are uninsured or exceed the limits of our insurance.

      Construction costs have been increasing in our existing markets, and the costs of upgrading acquired communities have, in some cases, exceeded our original estimates. We may experience similar cost increases in the future. Our inability to charge rents that will be sufficient to offset the effects of any increases in these costs may impair our profitability.

      Failure to Succeed in New Markets May Limit Our Growth. We may from time to time make acquisitions outside of our existing market areas if appropriate opportunities arise. We may be exposed to a variety of risks if we choose to enter new markets, and we may not be able to operate successfully in new markets. These risks include, among others:

•  inability to accurately evaluate local apartment market conditions and local economies,

•  inability to obtain land for development or to identify appropriate acquisition opportunities,

•  inability to hire and retain key personnel, and

•  lack of familiarity with local governmental and permitting procedures.

      Changing Interest Rates Could Increase Interest Costs and Could Affect the Market Price of Our Securities. We currently have, and expect to incur in the future, interest-bearing debt at rates that vary with market interest rates. Therefore, if interest rates increase, our interest costs will rise to the extent our variable rate debt is not hedged effectively. In addition, an increase in market interest rates may lead our security holders to demand a higher annual yield, which could adversely affect the market price of our common and preferred stock and debt securities.

      Limited Investment Opportunities Could Adversely Affect Our Growth. We expect that other real estate investors will compete with us to acquire existing properties and to develop new properties. These competitors include insurance companies, pension and investment funds, developer partnerships, investment companies and other apartment REITs. This competition could increase prices for properties of the type that we would likely pursue, and our competitors may have greater resources than we do. As a result, we may not be able to make attractive investments on favorable terms, which could adversely affect our growth.

      Failure to Integrate Acquired Communities and New Personnel Could Create Inefficiencies. To grow successfully, we must be able to apply our experience in managing our existing portfolio of apartment communities to a larger number of properties. In addition, we must be able to integrate new management and operations personnel as our organization grows in size and complexity. Failures in either area will result in inefficiencies that could adversely affect our expected return on our investments and our overall profitability.

      Interest Rate Hedging Contracts May Be Ineffective and May Result in Material Charges. From time to time when we anticipate issuing debt securities, we may seek to limit our exposure to fluctuations in interest rates during the period prior to the pricing of the securities by entering into interest rate hedging contracts. We may do this to increase the predictability of our financing costs. Also, from time to time we may rely on interest rate hedging contracts to limit our exposure under variable rate debt to unfavorable changes in market interest rates. If the terms of new debt securities are not within the parameters of, or market interest rates fall below that which we incur under a particular interest rate hedging contract, the contract is ineffective. Furthermore, the settlement of interest rate hedging contracts has involved and may in the future involve material charges.

      Potential Liability for Environmental Contamination Could Result in Substantial Costs. Under various federal, state and local environmental laws, as a current or former owner or operator of real estate, we could be required to investigate and remediate the effects of contamination of currently or formerly owned real estate by hazardous or toxic substances, often regardless of our knowledge of or responsibility

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for the contamination and solely by virtue of our current or former ownership or operation of the real estate. In addition, we could be held liable to a governmental authority or to third parties for property damage and for investigation and clean-up costs incurred in connection with the contamination. These costs could be substantial, and in many cases environmental laws create liens in favor of governmental authorities to secure their payment. The presence of such substances or a failure to properly remediate any resulting contamination could materially and adversely affect our ability to borrow against, sell or rent an affected property.

      We are Subject to Certain Tax Risks. We have elected to be taxed as a REIT under the Internal Revenue Code. Our qualification as a REIT requires us to satisfy numerous requirements (some on an annual and quarterly basis) established under highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations, and involves the determination of various factual matters and circumstances not entirely within our control. We intend that our current organization and method of operation enable us to qualify as a REIT, but we may not so qualify or we may not be able to remain so qualified in the future. In addition, U.S. federal income tax laws governing REITs and other corporations and the administrative interpretations of those laws may be amended at any time, potentially with retroactive effect. Future legislation, new regulations, administrative interpretations or court decisions could adversely affect our ability to qualify as a REIT or adversely affect our stockholders.

      If we fail to qualify as a REIT in any taxable year, we would be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at corporate rates, and would not be allowed to deduct dividends paid to our stockholders in computing our taxable income. We may also be disqualified from treatment as a REIT for the four taxable years following the year in which we failed to qualify. The additional tax liability would reduce our net earnings available for investment or distribution to stockholders. In addition, we would no longer be required to make distributions to our stockholders. Even if we continue to qualify as a REIT, we will continue to be subject to certain federal, state and local taxes on our income and property.

      We May Conduct a Portion of Our Business Through Taxable REIT Subsidiaries, Which Could Have Adverse Tax Consequences. We have established several taxable REIT subsidiaries. Despite our qualification as a REIT, our taxable REIT subsidiaries must pay federal income tax on their taxable income. In addition, we must comply with various tests to continue to qualify as a REIT for federal income tax purposes, and our income from and investments in our taxable REIT subsidiaries generally do not constitute permissible income and investments for these tests. While we will attempt to ensure that our dealings with our taxable REIT subsidiaries will not adversely affect our REIT qualification, we cannot provide assurance that we will successfully achieve that result. Furthermore, we may be subject to a 100% penalty tax, or we may jeopardize our ability to retain future gains on real property sales, or our taxable REIT subsidiaries may be denied deductions, to the extent our dealings with our taxable REIT subsidiaries are not deemed to be arm’s length in nature.

      Certain Property Transfers May Generate Prohibited Transaction Income, Resulting in a Penalty Tax on Gain Attributable to the Transaction. From time to time, we may transfer or otherwise dispose of some of our properties. Under the Internal Revenue Code, any gain resulting from transfers of properties that we hold as inventory or primarily for sale to customers in the ordinary course of business would be treated as income from a prohibited transaction subject to a 100% penalty tax. Since we acquire properties for investment purposes, we do not believe that our occasional transfers or disposals of property are prohibited transactions. However, whether property is held for investment purposes is a question of fact that depends on all the facts and circumstances surrounding the particular transaction. The Internal Revenue Service may contend that certain transfers or disposals of properties by us are prohibited transactions. If the Internal Revenue Service were to argue successfully that a transfer or disposition of property constituted a prohibited transaction, then we would be required to pay a 100% penalty tax on any gain allocable to us from the prohibited transaction and we may jeopardize our ability to retain future gains on real property sales. In addition, income from a prohibited transaction might adversely affect our ability to satisfy the income tests for qualification as a REIT for federal income tax purposes.

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      Maryland Law May Limit the Ability of a Third Party to Acquire Control of Us, Which May Not be in Our Stockholders’ Best Interests. Maryland business statutes may limit the ability of a third party to acquire control of us. As a Maryland corporation, we are subject to various Maryland laws which may have the effect of discouraging offers to acquire our company and of increasing the difficulty of consummating any such offers, even if our acquisition would be in our stockholders’ best interests. The Maryland General Corporation Law restricts mergers and other business combination transactions between us and any person who acquires beneficial ownership of shares of our stock representing 10% or more of the voting power without our board of directors’ prior approval. Any such business combination transaction could not be completed until five years after the person acquired such voting power, and generally only with the approval of stockholders representing 80% of all votes entitled to be cast and 66²/3% of the votes entitled to be cast, excluding the interested stockholder, or upon payment of a fair price. Maryland law also provides generally that a person who acquires shares of our equity stock that represent 10% (and certain higher levels) of the voting power in electing directors will have no voting rights unless approved by a vote of two-thirds of the shares eligible to vote.

      Limitations on Share Ownership and Limitations on the Ability of Our Stockholders to Effect a Change in Control of Our Company May Prevent Takeovers That are Beneficial to Our Stockholders. One of the requirements for maintenance of our qualification as a REIT for federal income tax purposes is that no more than 50% in value of our outstanding capital stock may be owned by five or fewer individuals, including entities specified in the Internal Revenue Code, during the last half of any taxable year. Our amended and restated articles of incorporation contain ownership and transfer restrictions relating to our stock primarily to assist us in complying with this requirement. These restrictions include a provision that generally limits a person from beneficially owning or constructively owning shares of our outstanding equity stock in excess of a 9.9% ownership interest, unless our board of directors exempts the person from such ownership limitation, provided that any such exemption shall not allow the person to exceed 13% of the value of our outstanding equity stock. These provisions may have the effect of delaying, deferring or preventing someone from taking control of us, even though a change of control might involve a premium price for our stockholders or might otherwise be in our stockholders’ best interests.

      Under the terms of our shareholder rights plan, our board of directors can, in effect, prevent a person or group from acquiring more than 15% of the outstanding shares of our common stock. Unless our board of directors approves the person’s purchase, after that person acquires more than 15% of our outstanding common stock, all other stockholders will have the right to purchase securities from us at a price that is less than their then fair market value. Purchases by other stockholders would substantially reduce the value and influence of the shares of our common stock owned by the acquiring person. Our board of directors, however, can prevent the shareholder rights plan from operating in this manner. This gives our board of directors significant discretion to approve or disapprove a person’s efforts to acquire a large interest in us.

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Executive Officers of the Company

      The following table sets forth information about our executive officers as of March 1, 2005. The executive officers listed below serve in their respective capacities at the discretion of the board of directors.

Name	Age		Office	Since
Thomas W. Toomey		44	Chief Executive Officer, President and Director		2001
W. Mark Wallis		54	Senior Executive Vice President		2001
Christopher D. Genry		44	Executive Vice President & Chief Financial Officer		2001
Richard A. Giannotti		49	Executive Vice President — Asset Quality		1985
Martha R. Carlin		42	Senior Vice President, Director of Property Operations		2001
Lester C. Boeckel		56	Senior Vice President — Dispositions & Acquisitions		2001
Patrick S. Gregory		55	Senior Vice President, Chief Information Officer		1997
Michael J. Kelly		37	Senior Vice President — Acquisitions		2004
Rodney A. Neuheardt		43	Senior Vice President — Finance & Treasurer		2001
Scott A. Shanaberger		36	Senior Vice President, Chief Accounting Officer & Assistant Secretary		1994
Thomas A. Spangler		44	Senior Vice President — Business Development & Chief Risk Officer		1998
Moises V. Vela, Jr.		43	Senior Vice President, Multicultural Strategy		2005
Mark E. Wood		52	Senior Vice President — Development		1994
Mary Ellen Norwood		50	Vice President — Legal Administration & Secretary		2001

      Set forth below is certain biographical information about each of our executive officers.

      Mr. Toomey joined us as Chief Executive Officer, President and a director in February 2001. Prior to joining us, Mr. Toomey was with Apartment Investment and Management Company, or AIMCO, a publicly traded real estate investment trust, where he served as Chief Operating Officer for two years and Chief Financial Officer for four years. During his tenure at AIMCO, Mr. Toomey was instrumental in the growth of AIMCO from 34,000 apartment units to 360,000 units. He has also served as a Senior Vice President at Lincoln Property Company, a national real estate development, property management and real estate consulting company, from 1990 to 1995. He currently serves as a member of the board of the National Association of Real Estate Investment Trusts and the National MultiHousing Council and he serves as Co-Chairman of the Homeland Security Task Force of the Real Estate Roundtable.

      Mr. Wallis joined us in March 2001 as Senior Executive Vice President responsible for legal, acquisitions, dispositions, and development. Prior to joining us, Mr. Wallis was the President of Golden Living Communities, a company he established in 1995, involved in the development of assisted and independent living communities. Prior to founding Golden Living, Mr. Wallis was Executive Vice President of Finance and Administration of Lincoln Property Company.

      Mr. Genry joined us in March 2001 as Executive Vice President and Chief Financial Officer. Mr. Genry had been Chief Financial Officer of Centex Construction Group, a $1 billion subsidiary of the New York Stock Exchange listed Centex Corporation. As Chief Financial Officer, he provided strategic leadership in the development and management of all financial and information systems, the redesign and oversight of internal audit functions, and the identification and evaluation of acquisition opportunities. Prior to joining Centex, he was with Arthur Andersen & Co. in Dallas.

      Mr. Giannotti joined us as Director of Development and Construction in September 1985. He was elected Assistant Vice President in 1988, Vice President in 1989, and Senior Vice President in 1996. In 1998, Mr. Giannotti was elected Director of Development-East, and was promoted to Executive Vice President — Asset Quality in 2003.

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      Ms. Carlin joined us in March 2001 as a Senior Vice President responsible for operational efficiencies and revenue enhancement and was promoted to Senior Vice President, Director of Property Operations in 2004. Ms. Carlin was previously Senior Vice President of Operations for opsXchange, Inc., a real estate procurement technology developer. Previously, she served as Senior Vice President of Ancillary Services at AIMCO and as a member of Arthur Andersen’s Real Estate Services Group.

      Mr. Boeckel joined us in July 2001 as Vice President of Dispositions and Acquisitions and was promoted to Senior Vice President in February 2002. Prior to joining United Dominion, Mr. Boeckel was the Senior Vice President of Asset Management at AIMCO. Before becoming the Senior Vice President of Asset Management, Mr. Boeckel was a Regional Vice President with operating responsibility for a portfolio of 12,000 apartment homes. Prior to joining AIMCO, Mr. Boeckel had over ten years of real estate experience with various firms including a regional investment banking firm, a regional financial planning firm, and a national apartment syndication firm.

      Mr. Gregory joined us in 1997 as Vice President and Chief Information Officer and was promoted to Senior Vice President in 1999. From 1976 to 1997, Mr. Gregory was employed by Crestar Bank as a New Technology Analyst.

      Mr. Kelly joined us in 2003 as Senior Vice President — Acquisitions. Prior to joining United Dominion, Mr. Kelly was Senior Vice President in charge of national apartment acquisitions for Urdang & Associates, a Philadelphia based pension fund advisor. During his tenure he purchased over 4,100 units. Prior to Urdang, Mr. Kelly was a Principal with Lend Lease focusing on national apartment acquisitions. From 1993 to 1998, Mr. Kelly was Vice President and part owner of Apartment Realty Advisors, an apartment brokerage company.

      Mr. Neuheardt joined us in June 2001 as Vice President, Finance and was promoted to Senior Vice President, Finance in February 2003, and Treasurer in 2004. Prior to joining us, Mr. Neuheardt was Controller and Treasurer of Sunrise Housing, Ltd., a privately owned apartment development company that manufactures modular units for the construction of affordable apartment communities. Previously, Mr. Neuheardt served as controller of several private energy companies, including Continental Emsco Company. Prior to that, Mr. Neuheardt was a Senior Manager in KPMG, LLP’s audit practice.

      Mr. Shanaberger joined us in 1994 as an Accounting Manager and was promoted to Assistant Vice President and Assistant Treasurer in 1997. In 2000, Mr. Shanaberger was promoted to Vice President Corporate Controller and Chief Accounting Officer and was promoted to Senior Vice President in 2002. Prior to joining United Dominion, Mr. Shanaberger was employed by Ernst & Young LLP.

      Mr. Spangler joined us as Assistant Vice President, Operational Planning and Asset Management in August 1998 and was promoted to Vice President, Director of Operational Planning and Asset Management that same year. Mr. Spangler was promoted to Senior Vice President — Business Development in February 2003, and Chief Risk Officer in September 2003. Prior to joining United Dominion, Mr. Spangler was an Asset Manager for Summit Enterprises, Inc. of Virginia, a private investment management firm for nine years.

      Mr. Vela joined us as Senior Vice President, Multicultural Strategy in February 2005. Prior to joining us, Mr. Vela served as executive director of the National Association of Hispanic Real Estate Professionals and as president of Diverse Directions LLC, a consulting firm that he established in 2000. At Diverse Directions, he advised clients on marketing strategies, government issues and media relations targeting the Hispanic community. From 2002 to 2004, Mr. Vela was of counsel at the law firm of Hebson, Liddon & Slate, P.C. in Birmingham, Alabama.

      Mr. Wood joined us as Vice President of Construction in connection with the merger of SouthWest in 1996. He was promoted to Senior Vice President and Director of Development — West in 2000.

      Ms. Norwood joined us in 2001 as Vice President — Legal Administration and Secretary. Prior to joining us, Ms. Norwood was employed by Centex Corporation for 15 years, most recently as its Legal Administrator. Centex is a New York Stock Exchange listed company that operates in the home building,

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financial services, construction products, construction services, and investment real estate business segments.

Available Information

      We file electronically with the Securities and Exchange Commission our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. You may obtain a free copy of our annual reports on Form  10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports on the day of filing with the SEC on our website at www.udrt.com, or by sending an e-mail message to ir@udrt.com.

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Item 2. Properties

      At December 31, 2004, our apartment portfolio included 273 communities located in 43 markets, with a total of 78,855 completed apartment homes. In addition, we had three apartment communities under development. We own approximately 53,000 square feet of office space in Richmond, Virginia, for our corporate offices and we lease approximately 11,000 square feet of office space in Highlands Ranch, Colorado, for our principal executive offices. The table below sets forth a summary of our real estate portfolio by geographic market at December 31, 2004.

SUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, 2004

																			Average								Average
					Number		Percentage												Collections								Home
			Number of		of		of			Carrying		Encumbrances							per								Size
			Apartment		Apartment		Carrying			Value (in		(in		Cost Per		Physical			Occupied					Resident			(Square
			Communities		Homes		Value			thousands)		thousands)		Home		Occupancy			Home(a)		Concessions(b)			Turnover(c)			Feet)
Southern California				26		7,070		18.9	%	$	993,486	$	244,148	$	140,521		94.5	%	$	1,132		1.4	%		30.5	%		832
Houston, TX				21		6,034		5.2	%		271,403		29,382		44,979		91.0	%		625		2.4	%		60.3	%		828
Tampa, FL				12		4,314		4.7	%		244,944		60,275		56,779		93.8	%		726		3.5	%		54.8	%		978
Northern California				7		2,024		4.1	%		217,004		71,038		107,215		94.4	%		1,126		2.9	%		50.7	%		795
Orlando, FL				14		4,140		4.1	%		216,721		72,150		52,348		94.7	%		710		1.5	%		64.8	%		937
Metropolitan DC				7		2,245		4.1	%		213,611		82,058		95,150		96.2	%		1,065		2.3	%		39.0	%		962
Raleigh, NC				11		3,663		4.0	%		212,412		76,116		57,989		93.6	%		637		2.9	%		65.4	%		957
Dallas, TX				11		3,590		3.8	%		198,027		62,530		55,161		96.0	%		644		2.4	%		61.9	%		829
Phoenix, AZ				10		2,779		3.3	%		174,341		31,670		62,735		91.7	%		669		11.3	%		70.5	%		945
Baltimore, MD				10		2,118		3.1	%		162,396		17,836		76,674		96.2	%		919		1.2	%		45.8	%		925
Columbus, OH				6		2,530		3.0	%		155,494		45,864		61,460		91.8	%		668		3.2	%		64.9	%		904
Nashville, TN				9		2,580		2.9	%		152,312		39,299		59,036		94.3	%		679		1.5	%		60.9	%		950
Monterey Peninsula, CA				8		1,580		2.6	%		139,333		—		88,185		91.5	%		919		1.1	%		62.5	%		726
Richmond, VA				9		2,636		2.6	%		137,496		62,207		52,161		93.9	%		750		2.3	%		64.7	%		968
Charlotte, NC				9		2,378		2.6	%		136,790		11,784		57,523		92.1	%		593		1.6	%		58.0	%		977
Arlington, TX				8		2,656		2.4	%		127,009		25,865		47,820		93.1	%		630		2.1	%		57.9	%		811
Greensboro, NC				8		2,123		2.1	%		107,913		—		50,830		93.3	%		588		0.9	%		60.2	%		981
Seattle, WA				6		1,575		1.9	%		99,829		40,774		63,383		93.0	%		758		4.4	%		67.3	%		891
Denver, CO				3		1,484		1.9	%		99,179		—		66,832		93.1	%		641		17.3	%		59.4	%		938
Wilmington, NC				6		1,868		1.8	%		93,902		—		50,269		95.8	%		647		1.4	%		73.1	%		952
Portland, OR				6		1,490		1.8	%		91,943		15,726		61,707		92.2	%		698		5.3	%		41.5	%		879
Austin, TX				5		1,425		1.6	%		82,080		5,391		57,600		93.6	%		631		4.0	%		63.2	%		805
Atlanta, GA				6		1,426		1.4	%		75,604		16,886		53,018		91.7	%		615		2.0	%		62.0	%		908
Columbia, SC				6		1,584		1.2	%		64,985		—		41,026		92.9	%		601		2.7	%		77.4	%		838
Jacksonville, FL				3		1,157		1.2	%		61,251		12,455		52,939		93.3	%		701		1.5	%		71.8	%		896
Norfolk, VA				6		1,438		1.1	%		60,184		9,118		41,853		96.3	%		782		1.2	%		73.7	%		1,016
Other Southwestern				12		4,100		4.0	%		209,653		50,677		51,135		92.9	%		630		1.4	%		62.5	%		828
Other Florida				6		1,737		2.3	%		118,006		44,873		67,937		91.1	%		712		2.1	%		46.3	%		944
Other North Carolina				8		1,893		1.5	%		78,669		12,434		41,558		95.9	%		620		0.7	%		83.6	%		895
Other Mid-Atlantic				6		1,156		1.1	%		56,377		16,770		48,769		94.1	%		816		1.3	%		79.8	%		922
Other Virginia				3		820		0.9	%		47,271		14,671		57,648		92.6	%		926		2.4	%		76.8	%		942
Other Southeastern				2		798		0.8	%		40,989		16,368		51,365		94.4	%		502		1.1	%		54.6	%		811
Other Midwestern				3		444		0.4	%		23,520		5,767		52,973		93.9	%		684		3.1	%		63.1	%		955
Real Estate Under
Development				n/a		n/a		0.8	%		40,241		n/a		n/a		n/a			n/a		n/a			n/a			n/a
Land				n/a		n/a		0.6	%		29,449		n/a		n/a		n/a			n/a		n/a			n/a			n/a
	Total Apartments(d)			273		78,855		99.8	%	$	5,233,824	$	1,194,132	$	66,373		93.6	%	$	728		2.8	%		58.9	%		895
Commercial Property				n/a		n/a		0.1	%		3,256		—		n/a		n/a			n/a		n/a			n/a			n/a
Richmond — Corporate				n/a		n/a		0.1	%		6,216		3,792		n/a		n/a			n/a		n/a			n/a			n/a
		Total Real Estate Owned		273		78,855		100.0	%	$	5,243,296	$	1,197,924	$	66,373		93.6	%	$	728		2.8	%		58.9	%		895

(a)	Average Collections per Occupied Home represents net rental and fee income per weighted average number of homes occupied.
(b)	Concessions disclosed as a percentage of gross potential rent.
(c)	Resident Turnover represents the percentage of homes that would be turned in the course of the year if the average weekly move-outs experienced throughout the most recent quarter were duplicated for the entire year.
(d)	Includes real estate held for disposition, real estate under development, and land, but excludes commercial property.

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Item 3. Legal Proceedings

      We are subject to various legal proceedings and claims arising in the ordinary course of business. We cannot determine the ultimate liability with respect to such legal proceedings and claims at this time. We believe that such liability, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on our financial condition, results of operations or cash flow.

Item 4. Submission of Matters to a Vote of Security Holders

      No matters were submitted to a vote of our security holders during the fourth quarter of the year ended December 31, 2004.

PART II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock

      Our common stock is traded on the New York Stock Exchange under the symbol “UDR.” The following tables set forth the quarterly high and low sale prices per common share reported on the NYSE for each quarter of the last two years. Distribution information for common stock reflects distributions declared per share for each calendar quarter and paid at the end of the following month.

					Distributions
	High		Low		Declared
2004
1st Quarter	$	19.70	$	17.85	$	.2925
2nd Quarter		19.99		17.10		.2925
3rd Quarter		21.38		18.83		.2925
4th Quarter		24.80		19.51		.2925
2003
1st Quarter	$	16.76	$	15.13	$	.2850
2nd Quarter		17.72		15.98		.2850
3rd Quarter		18.96		17.07		.2850
4th Quarter		19.53		17.39		.2850

      On March 1, 2005, the closing sale price of our common stock was $22.35 per share on the NYSE and there were 6,779 holders of record of the 137,023,872 outstanding shares of our common stock.

      We have determined that, for federal income tax purposes, approximately 66% of the distributions for each of the four quarters of 2004 represented ordinary income, 17% represented long-term capital gain, 7% represented unrecaptured section 1250 gain, and 10% represented return of capital to our stockholders.

      We pay regular quarterly distributions to holders of shares of our common stock. Future distributions will be at the discretion of our board of directors and will depend on our actual funds from operations, financial condition and capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, and other factors. The annual distribution payment for calendar year 2004 necessary for us to maintain our status as a REIT was approximately $0.69 per share. We declared total distributions of $1.17 per share of common stock for 2004.

      A covenant in our $500 million unsecured revolving credit facility prohibits the payment of dividends and distributions on our common stock in excess of 95% of our “Funds From Operations,” as defined in the credit facility, during any period of four consecutive fiscal quarters. Despite this covenant but except as provided in the following sentence, we may pay dividends required to maintain our qualification as a REIT

18

under the Internal Revenue Code. However, if certain defaults or events of default exist under such facility, this covenant prohibits the payment of dividends and distributions in all circumstances.

Series B Preferred Stock

      The Series B Cumulative Redeemable Preferred Stock has no stated par value and a liquidation preference of $25 per share. The Series B has no voting rights except as required by law. The Series B has no stated maturity and is not subject to any sinking fund or mandatory redemption and is not convertible into any of our other securities. The Series B is not redeemable prior to May 29, 2007. On or after this date, the Series B may be redeemed for cash at our option, in whole or in part, at a redemption price of $25 per share plus accrued and unpaid dividends. The redemption price is payable solely out of the sale proceeds of our other capital stock. All dividends due and payable on the Series B have been accrued or paid as of the end of each fiscal year.

      Distributions declared on the Series B in 2004 were $2.15 per share or $0.5375 per quarter. The Series B is listed on the NYSE under the symbol “UDRpb.” At December 31, 2004, a total of 5,416,009 shares of the Series B were outstanding.

Series D Preferred Stock

      All of the remaining outstanding shares of our Series D Cumulative Convertible Redeemable Preferred Stock have been converted by the holder into shares of our common stock. The Series D had no stated maturity, no stated par value, no voting rights except as required by law, and a liquidation preference of $25 per share. The Series D was convertible at any time into 1.5385 shares of common stock, subject to certain adjustments, at the option of the holder of the Series D. We had the option to redeem at any time all or part of the Series D at a price per share of $25, payable in cash, plus all accrued and unpaid dividends, provided that the current market price of our common stock was at least equal to the conversion price, initially set at $16.25 per share.

      In 2004, we exercised our right to redeem the remaining 2 million shares of our Series D that were outstanding. Upon receipt of our redemption notice, the shares to be redeemed were converted by the holder into 3,076,769 shares of common stock at a price of $16.25 per share. In 2003, we exercised our right to redeem 6 million shares of our Series D. Upon receipt of our redemption notice, the 6 million shares to be redeemed were converted by the holder into 9,230,923 shares of common stock at a price of $16.25 per share. Because the shares of common stock that were issued upon conversion of the Series D were issued in transactions not involving a public offering, the transactions are exempt from registration under the Securities Act of 1933 in accordance with Section 4(2) of the Securities Act.

      Distributions declared on the Series D in 2004 were $2.09 per share or $0.5223 per quarter. The Series D was not listed on any exchange. At December 31, 2004, there were no outstanding shares of the Series D.

Series E Preferred Stock

      The Series E Cumulative Convertible Preferred Stock has no stated par value and a liquidation preference of $16.61 per share. Subject to certain adjustments and conditions, each share of the Series E is convertible at any time and from time to time at the holder’s option into one share of our common stock. The holders of the Series E are entitled to vote on an as-converted basis as a single class in combination with the holders of common stock at any meeting of our stockholders for the election of directors or for any other purpose on which the holders of common stock are entitled to vote. The Series E has no stated maturity and is not subject to any sinking fund or any mandatory redemption.

      In 2004, Series E holders converted a total of 621,405 shares of Series E into 621,405 shares of our common stock. Because the shares of common stock that were issued upon conversion of the Series E were issued in transactions not involving a public offering, the transactions are exempt from registration under the Securities Act of 1933 in accordance with Section 4(2) of the Securities Act.

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      Distributions declared on the Series E in 2004 were $1.33 per share or $0.3322 per quarter. The Series E is not listed on any exchange. At December 31, 2004 a total of 2,803,812 shares of the Series E were outstanding.

Dividend Reinvestment and Stock Purchase Plan

      We have a Dividend Reinvestment and Stock Purchase Plan under which holders of our common stock and our Series B preferred stock may elect to automatically reinvest their distributions and make additional cash payments to acquire additional shares of our common stock. Stockholders who do not participate in the plan continue to receive dividends as declared. As of March 1, 2005, there were 3,749 participants in the plan.

Operating Partnership Units

      From time to time we issue shares of our common stock in exchange for operating partnership units, or OP Units, tendered to our operating partnerships, United Dominion Realty, L.P. and Heritage Communities L.P., for redemption in accordance with the provisions of their respective partnership agreements. At December 31, 2004, there were 10,024,380 OP Units (of which 1,791,329 and 0 are owned by the holders of the Series A OPPS and the Series B OPPS, respectively (see Notes 1 and 9 in the Notes to Consolidated Financial Statements)) and 355,255 OP Units in United Dominion Realty, L.P. and Heritage Communities L.P., respectively, that were owned by limited partners. The holder of the OP Units has the right to require United Dominion Realty, L.P. to redeem all or a portion of the OP Units held by the holder in exchange for a cash payment based on the market value of our common stock at the time of redemption. However, United Dominion Realty, L.P.’s obligation to pay the cash amount is subject to the prior right of the company to acquire such OP Units in exchange for either the cash amount or shares of our common stock. Heritage Communities L.P. OP Units are convertible into common stock in lieu of cash, at our option, once the holder elects to convert, at an exchange ratio of 1.575 shares for each OP Unit. During 2004, we issued a total of 170,209 shares of common stock in exchange for OP Units.

Purchases of Equity Securities

      On June 3, 1999, our board of directors authorized the repurchase in open market transactions, in block transactions, or otherwise, of up to 5.5 million shares of common stock. On December 5, 2000, our board of directors authorized the purchase of up to an additional 5.5 million shares of common stock in open market transactions, in block purchases or otherwise. As of December 31, 2004, we have repurchased a total of 8,749,763 shares of common stock under this program. As disclosed in the table below, we did not purchase any shares of our common stock during the quarter ended December 31, 2004.

								Maximum Number
						Total Number of Shares		of Shares that May
		Total Number		Average		Purchased as Part of		Yet Be Purchased
		of Shares		Price Per		Publicly Announced		Under the Plans or
Period		Purchased		Share		Plans or Programs		Programs
October 1, 2004 through October 31, 2004			0		N/A		0		2,250,237
November 1, 2004 through November 30, 2004			0		N/A		0		2,250,237
December 1, 2004 through December 31, 2004			0		N/A		0		2,250,237
	Total		0		N/A		0		2,250,237

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Item 6. Selected Financial Data

      The following table sets forth selected consolidated financial and other information as of and for each of the years in the five-year period ended December 31, 2004. The table should be read in conjunction with our consolidated financial statements and the notes thereto, and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, included elsewhere in this Report.

UNITED DOMINION REALTY TRUST, INC.

SELECTED FINANCIAL DATA

(In thousands, except per share data and apartment homes owned)

			Years Ended December 31,
			2004		2003			2002			2001			2000
Operating Data(c)
	Rental income		$	604,270	$	542,894		$	520,939		$	494,709		$	507,112
	Income/(loss) before minority interests and discontinued operations			32,446		33,089			(4,957	)		9,693			13,382
	Income from discontinued operations, net of minority interests			65,331		37,055			57,520			52,519			63,041
	Net income			97,152		70,404			53,229			61,828			76,615
	Distributions to preferred stockholders			19,531		26,326			27,424			31,190			36,891
	Net income available to common stockholders			71,892		24,807			25,805			27,142			42,653
	Common distributions declared			152,203		134,876			118,888			108,956			110,225
	Weighted average number of common shares outstanding — basic			128,097		114,672			106,078			100,339			103,072
	Weighted average number of common shares outstanding — diluted			129,080		114,672			106,078			100,339			103,072
	Weighted average number of common shares, OP Units, and common stock equivalents outstanding — diluted			145,842		136,975			127,838			120,728			123,005
	Per share — basic:
		Income/(loss) from continuing operations available to common stockholders, net of minority interests	$	0.05	$	(0.10	)	$	(0.30	)	$	(0.25	)	$	(0.20	)
		Income from discontinued operations, net of minority interests		0.51		0.32			0.54			0.52			0.61
		Net income available to common stockholders		0.56		0.22			0.24			0.27			0.41
	Per share — diluted:
		Income/(loss) from continuing operations available to common stockholders, net of minority interests		0.05		(0.10	)		(0.30	)		(0.25	)		(0.20	)
		Income from discontinued operations, net of minority interests		0.51		0.32			0.54			0.52			0.61
		Net income available to common stockholders		0.56		0.22			0.24			0.27			0.41
	Common distributions declared			1.17		1.14			1.11			1.08			1.07

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			Years Ended December 31,
			2004			2003			2002			2001			2000
Balance Sheet Data(c)
	Real estate owned, at carrying value		$	5,243,296		$	4,351,551		$	3,967,483		$	3,907,667		$	3,836,320
	Accumulated depreciation			1,007,887			896,630			748,733			646,366			509,405
	Total real estate owned, net of accumulated depreciation			4,235,409			3,454,921			3,218,750			3,261,301			3,326,915
	Total assets			4,332,001			3,543,643			3,276,136			3,348,091			3,453,957
	Secured debt			1,197,924			1,018,028			1,015,740			974,177			866,115
	Unsecured debt			1,682,058			1,114,009			1,041,900			1,090,020			1,126,215
	Total debt			2,879,982			2,132,037			2,057,640			2,064,197			1,992,330
	Stockholders’ equity			1,195,451			1,163,436			1,001,271			1,042,725			1,218,892
	Number of common shares outstanding			136,430			127,295			106,605			103,133			102,219
Other Data
Cash Flow Data
	Cash provided by operating activities		$	251,747		$	234,945		$	229,001		$	224,411		$	224,160
	Cash (used in)/provided by investing activities			(595,966	)		(304,217	)		(67,363	)		(64,055	)		58,705
	Cash provided by/(used in) financing activities			347,299			70,944			(163,127	)		(166,020	)		(280,238	)
Funds from Operations(a)
	Funds from operations — basic		$	210,468		$	192,938		$	153,016		$	159,202		$	162,930
	Funds from operations — diluted			218,355			207,619			168,795			174,630			178,230
	Funds from operations with gains on the disposition of real estate developed for sale — diluted(b)			219,557			208,431			168,795			174,630			178,230
Apartment Homes Owned
		Total apartment homes owned at December 31		78,855			76,244			74,480			77,567			77,219
		Weighted average number of apartment homes owned during the year		76,873			74,550			76,567			76,487			80,253

(a)	Funds from operations (“FFO”) is defined as net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. This definition conforms with the National Association of Real Estate Investment Trust’s definition issued in April 2002. We consider FFO in evaluating property acquisitions and our operating performance and believe that FFO should be considered along with, but not as an alternative to, net income and cash flows as a measure of our activities in accordance with generally accepted accounting principles. FFO does not represent cash generated from operating activities in accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs. For 2004, FFO includes a charge of $5.5 million to cover hurricane related expenses. For 2001, FFO includes a charge of $8.6 million related to workforce reductions, other severance costs, executive office relocation costs, and the write down of seven undeveloped land sites along with our investment in an online apartment leasing company. For 2000, FFO includes a charge of $3.7 million related to the settlement of litigation and an organizational charge. For the years ended December 31, 2004 and 2003, distributions to preferred stockholders exclude $5.7 million and $19.3 million, respectively, related to premiums on preferred stock conversions.
(b)	Gains on the disposition of real estate investments developed for sale is defined as net sales proceeds less a tax provision (such development by REITs must be conducted in a taxable REIT subsidiary) and the gross investment basis of the asset before accumulated depreciation. We consider FFO with gains (or losses) on real estate development for sale to be a meaningful supplemental measure of performance because of the short-term use of funds to produce a profit which differs from the traditional long-term investment in real estate for REITs.
(c)	Reclassified to conform to current year presentation in accordance with FASB Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” as described in Note 3 to the consolidated financial statements.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

      This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include, without limitation, statements concerning property acquisitions and dispositions, development activity and capital expenditures, capital raising activities, rent growth, occupancy, and rental expense growth. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of United Dominion Realty Trust, Inc. to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Such factors include, among other things, unanticipated adverse business developments affecting us, or our properties, adverse changes in the real estate markets and general and local economies and business conditions. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such statements included in this Report may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved.

Business Overview

      We are a real estate investment trust, or REIT, that owns, acquires, renovates, develops, and manages middle-market apartment communities nationwide. We were formed in 1972 as a Virginia corporation. In June 2003, we changed our state of incorporation from Virginia to Maryland. Our subsidiaries include two operating partnerships, Heritage Communities L.P., a Delaware limited partnership, and United Dominion Realty, L.P., a Delaware limited partnership. Unless the context otherwise requires, all references in this Report to “we,” “us,” “our,” “the company,” or “United Dominion” refer collectively to United Dominion Realty Trust, Inc. and its subsidiaries.

      At December 31, 2004, our portfolio included 273 communities with 78,855 apartment homes nationwide. The following table summarizes our market information by major geographic markets

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(includes real estate held for disposition, real estate under development, and land, but excludes commercial properties):

											Year Ended
											December 31, 2004
		As of December 31, 2004
														Average
		Number of		Number of		Percentage			Carrying		Average			Collections
		Apartment		Apartment		of Carrying			Value (in		Physical			per Occupied
		Communities		Homes		Value			thousands)		Occupancy			Home
Southern California			26		7,070		19.0	%	$	993,486		94.5	%	$	1,132
Houston, TX			21		6,034		5.2	%		271,403		91.0	%		625
Tampa, FL			12		4,314		4.7	%		244,944		93.8	%		726
Northern California			7		2,024		4.1	%		217,004		94.4	%		1,126
Orlando, FL			14		4,140		4.1	%		216,721		94.7	%		710
Metropolitan DC			7		2,245		4.1	%		213,611		96.2	%		1,065
Raleigh, NC			11		3,663		4.0	%		212,412		93.6	%		637
Dallas, TX			11		3,590		3.8	%		198,027		96.0	%		644
Phoenix, AZ			10		2,779		3.3	%		174,341		91.7	%		669
Baltimore, MD			10		2,118		3.1	%		162,396		96.2	%		919
Columbus, OH			6		2,530		3.0	%		155,494		91.8	%		668
Nashville, TN			9		2,580		2.9	%		152,312		94.3	%		679
Monterey Peninsula, CA			8		1,580		2.7	%		139,333		91.5	%		919
Richmond, VA			9		2,636		2.6	%		137,496		93.9	%		750
Charlotte, NC			9		2,378		2.6	%		136,790		92.1	%		593
Arlington, TX			8		2,656		2.4	%		127,009		93.1	%		630
Greensboro, NC			8		2,123		2.1	%		107,913		93.3	%		588
Seattle, WA			6		1,575		1.9	%		99,829		93.0	%		758
Denver, CO			3		1,484		1.9	%		99,179		93.1	%		641
Wilmington, NC			6		1,868		1.8	%		93,902		95.8	%		647
Portland, OR			6		1,490		1.8	%		91,943		92.2	%		698
Austin, TX			5		1,425		1.6	%		82,080		93.6	%		631
Atlanta, GA			6		1,426		1.4	%		75,604		91.7	%		615
Columbia, SC			6		1,584		1.2	%		64,985		92.9	%		601
Jacksonville, FL			3		1,157		1.2	%		61,251		93.3	%		701
Norfolk, VA			6		1,438		1.1	%		60,184		96.3	%		782
Other Southwestern			12		4,100		4.0	%		209,653		92.9	%		630
Other Florida			6		1,737		2.3	%		118,006		91.1	%		712
Other North Carolina			8		1,893		1.5	%		78,669		95.9	%		620
Other Mid-Atlantic			6		1,156		1.1	%		56,377		94.1	%		816
Other Virginia			3		820		0.9	%		47,271		92.6	%		926
Other Southeastern			2		798		0.8	%		40,989		94.4	%		502
Other Midwestern			3		444		0.4	%		23,520		93.9	%		684
Real Estate Under Development			—		—		0.8	%		40,241		—			—
Land			—		—		0.6	%		29,449		—			—
	Total		273		78,855		100.0	%	$	5,233,824		93.6	%	$	728

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Liquidity and Capital Resources

      Liquidity is the ability to meet present and future financial obligations either through operating cash flows, the sale or maturity of existing assets, or by the acquisition of additional funds through capital management. Both the coordination of asset and liability maturities and effective capital management are important to the maintenance of liquidity. Our primary source of liquidity is our cash flow from operations as determined by rental rates, occupancy levels, and operating expenses related to our portfolio of apartment homes. We routinely use our unsecured bank credit facility to temporarily fund certain investing and financing activities prior to arranging for longer-term financing. During the past several years, proceeds from the sale of real estate have been used for both investing and financing activities.

      We expect to meet our short-term liquidity requirements generally through net cash provided by operations and borrowings under credit arrangements. We expect to meet certain long-term liquidity requirements such as scheduled debt maturities, the repayment of financing on development activities, and potential property acquisitions, through long-term secured and unsecured borrowings, the disposition of properties, and the issuance of additional debt or equity securities. We believe that our net cash provided by operations will continue to be adequate to meet both operating requirements and the payment of dividends by the company in accordance with REIT requirements in both the short- and long-term. Likewise, the budgeted expenditures for improvements and renovations of certain properties are expected to be funded from property operations.

      We have a shelf registration statement filed with the Securities and Exchange Commission which provides for the issuance of up to an aggregate of $1.5 billion in common shares, preferred shares, and debt securities to facilitate future financing activities in the public capital markets. This shelf registration statement replaces our previous $1.0 billion shelf registration statement and includes $331.3 million of unissued securities carried forward from the previous $1.0 billion shelf registration statement. Throughout 2004, we completed various financing activities under our $1.5 billion shelf registration statement. These activities are summarized in the section titled “Financing Activities” that follows. As of December 31, 2004, approximately $1.1 billion of equity and debt securities remained available for use under the shelf registration statement. Access to capital markets is dependent on market conditions at the time of issuance.

      In July 2004, Moody’s Investors Service upgraded our rating on our senior unsecured debt to Baa2 from Baa3 and our preferred stock to Baa3 from Ba1 with a stable outlook.

      In October 2004, we filed a prospectus supplement under the Securities Act of 1933 relating to the offering of up to 5 million shares of our common stock that we may issue and sell through an agent from time to time in “at the market offerings,” as defined in Rule 415 of the Securities Act of 1933. Any sales of these shares will be made under our $1.5 billion shelf registration statement pursuant to a sales agreement that we entered into with the agent in July 2003. The sales price of the common stock that may be sold under the sales agreement will be no lower than the minimum price designated by us prior to the sale. As of December 31, 2004, we have sold a total of 472,000 shares of common stock pursuant to the sales agreement at a weighted average sales price of $20.36, for net proceeds to us of approximately $9.4 million.

Future Capital Needs

      Future development expenditures are expected to be funded primarily through joint ventures, with proceeds from the sale of property, with construction loans and, to a lesser extent, with cash flows provided by operating activities. Acquisition activity in strategic markets is expected to be largely financed through the issuance of equity and debt securities, the issuance of operating partnership units, the assumption or placement of secured and/or unsecured debt, and by the reinvestment of proceeds from the sale of properties.

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      During 2005, we have approximately $27.9 million of secured debt and $71.1 million of unsecured debt maturing and we anticipate repaying that debt with proceeds from borrowings under our secured or unsecured credit facilities, or the issuance of new unsecured debt securities or equity.

Critical Accounting Policies and Estimates

      Our critical accounting policies are those having the most impact on the reporting of our financial condition and results and those requiring significant judgments and estimates. These policies include those related to (1) capital expenditures, (2) impairment of long-lived assets, and (3) real estate investment properties. With respect to these critical accounting policies, we believe that the application of judgments and assessments is consistently applied and produces financial information that fairly depicts the results of operations for all periods presented.

Capital Expenditures

      In conformity with accounting principles generally accepted in the United States, we capitalize those expenditures related to acquiring new assets, materially enhancing the value of an existing asset, or substantially extending the useful life of an existing asset. Expenditures necessary to maintain an existing property in ordinary operating condition are expensed as incurred.

      During 2004, $82.4 million or $1,075 per home was spent on capital expenditures for all of our communities, excluding development. These capital improvements included turnover related expenditures for floor coverings and appliances, other recurring capital expenditures such as HVAC equipment, roofs, siding, parking lots, and other non-revenue enhancing capital expenditures, which aggregated $36.3 million or $473 per home. In addition, revenue enhancing capital expenditures, kitchen and bath upgrades, and other extensive interior upgrades totaled $45.9 million or $599 per home, and major renovations totaled $0.2 million or $3 per home for the year ended December 31, 2004.

      The following table outlines capital expenditures and repair and maintenance costs for all of our communities, excluding real estate under development for the periods presented:

		Year Ended December 31,							Year Ended December 31,
		(dollars in thousands)							(per home)
		2004		2003		% Change			2004		2003		% Change
Turnover capital expenditures		$	16,863	$	15,044		12.1	%	$	220	$	202		8.9	%
Other recurring capital expenditures			19,397		19,478		-0.4	%		253		262		-3.4	%
	Total recurring capital expenditures		36,260		34,522		5.0	%		473		464		1.9	%
Revenue enhancing improvements			45,933		15,408		198.1	%		599		207		189.4	%
Major renovations			197		3,216		-93.9	%		3		43		-93.0	%
	Total capital improvements	$	82,390	$	53,146		55.0	%	$	1,075	$	714		50.6	%
Repair and maintenance			42,196		40,615		3.9	%		550		546		0.7	%
	Total expenditures	$	124,586	$	93,761		32.9	%	$	1,625	$	1,260		29.0	%

      Total capital improvements increased $29.2 million or $361 per home in 2004 compared to 2003. We will continue to selectively add revenue enhancing improvements which we believe will provide a return on investment substantially in excess of our cost of capital. Recurring capital expenditures during 2005 are currently expected to be approximately $510 per home.

Impairment of Long-Lived Assets

      We record impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by the future operation and disposition of those assets are less than the net book value of those assets. Our cash flow estimates are based upon historical results adjusted to reflect our best estimate of future market

26

and operating conditions and our estimated holding periods. The net book value of impaired assets is reduced to fair market value. Our estimates of fair market value represent our best estimate based upon industry trends and reference to market rates and transactions.

Real Estate Investment Properties

      We purchase real estate investment properties from time to time and allocate the purchase price to various components, such as land, buildings, and intangibles related to in-place leases in accordance with FASB Statement No. 141, “Business Combinations.” The purchase price is allocated based on the relative fair value of each component. The fair value of buildings is determined as if the buildings were vacant upon acquisition and subsequently leased at market rental rates. As such, the determination of fair value considers the present value of all cash flows expected to be generated from the property including an initial lease up period. We determine the fair value of in-place leases by assessing the net effective rent and remaining term of the lease relative to market terms for similar leases at acquisition. In addition, we consider the cost of acquiring similar leases, the foregone rents associated with the lease-up period, and the carrying costs associated with the lease-up period. The fair value of in-place leases is recorded and amortized as amortization expense over the remaining contractual lease period.

Statements of Cash Flow

      The following discussion explains the changes in net cash provided by operating and financing activities and net cash used in investing activities that are presented in our Consolidated Statements of Cash Flows.

Operating Activities

      For the year ended December 31, 2004, our net cash flow provided by operating activities was $251.7 million compared to $234.9 million for 2003. During 2004, the increase in cash flow from operating activities resulted primarily from an increase in property operating income due to the overall increase in our apartment community portfolio (see discussion under “Apartment Community Operations”).

Investing Activities

      For the year ended December 31, 2004, net cash used in investing activities was $596.0 million compared to $304.2 million for 2003. Changes in the level of investing activities from period to period reflects our strategy as it relates to our acquisition, capital expenditure, development, and disposition programs, as well as the impact of the capital market environment on these activities, all of which are discussed in further detail below.

Acquisitions

      For the year ended December 31, 2004, we acquired 28 apartment communities with 8,060 apartment homes for an aggregate consideration of $1.0 billion and one parcel of land for $16.3 million. In 2003, we acquired 3,514 apartment homes in 11 communities for an aggregate consideration of $347.7 million and one parcel of land for $3.1 million. In addition, we purchased the remaining 47% joint venture partners’ ownership interest in nine communities with 1,706 apartment homes in Salinas and Pacific Grove, California, for $76.0 million in June 2003.

      Our long-term strategic plan is to achieve greater operating efficiencies by investing in fewer, more concentrated markets. As a result, we have been expanding our interests in the fast growing Southern California, Florida, and Metropolitan DC markets over the past two years. During 2005, we plan to continue to channel new investments into those markets we believe will provide the best investment returns. Markets will be targeted based upon defined criteria including past performance, expected job growth, current and anticipated housing supply and demand, and the ability to attract and support household formation.

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Real Estate Under Development

      Development activity is focused in core markets in which we have strong operations in place. For the year ended December 31, 2004, we invested approximately $19.1 million in development projects, an increase of $5.5 million from our 2003 level of $13.6 million.

      The following projects were under development as of December 31, 2004:

	Number of		Completed						Estimated		Expected
	Apartment		Apartment						Cost Per		Completion
	Homes		Homes		Cost to Date		Budgeted Cost		Home		Date
					(In thousands)		(In thousands)
2000 Post Phase III San Francisco, CA		24		—	$	2,754	$	7,000	$	291,700		1Q06
Verano at Town Square Rancho Cucamonga, CA		414		—		27,648		66,300		160,100		2Q06
Mandalay on the Lake Irving, TX		369		—		9,840		30,900		83,700		2Q06
		807		—	$	40,242	$	104,200	$	129,100

      In addition, we own eight parcels of land that we continue to hold for future development that had a carrying value as of December 31, 2004 of $25.5 million. Four of the eight parcels represent additional phases to existing communities as we plan to add apartment homes adjacent to currently owned communities that are in improving markets.

Disposition of Investments

      For the year ended December 31, 2004, we sold 19 communities with 5,425 apartment homes for an aggregate consideration of $270.1 million. In addition, we sold 24 of 36 townhomes of a community for $7.3 million. We recognized gains for financial reporting purposes of $52.9 million on these sales. Proceeds from the sales were used primarily to reduce debt.

      For the year ended December 31, 2003, we sold seven communities with 1,927 apartment homes for an aggregate consideration of $88.9 million, one parcel of land for $1.3 million, and two commercial properties for an aggregate consideration of $7.3 million. We recognized gains for financial reporting purposes of $15.9 million on these sales. Proceeds from the sales were used primarily to reduce debt.

      During 2005, we plan to continue to pursue our strategy of exiting markets where long-term growth prospects are limited and redeploying capital into markets that would enhance future growth rates and economies of scale. We intend to use the proceeds from 2005 dispositions to reduce debt, acquire communities, and fund development activity.

Financing Activities

      Net cash provided by financing activities during 2004 was $347.3 million compared to $70.9 million in 2003. As part of the plan to improve our balance sheet, we utilized proceeds from dispositions, equity and debt offerings, and refinancings to extend maturities, pay down existing debt, and purchase new properties.

      The following is a summary of our financing activities for the year ended December 31, 2004:

•  Repaid $131.8 million of secured debt and $46.6 million of unsecured debt.

•  Sold $125 million aggregate principal amount of 5.13% senior unsecured notes due January 2014 ($75 million in January and $50 million in March) under our medium-term note program. These notes represent a re-opening of the 5.13% senior unsecured notes due January 2014 that we issued in October 2003, and these notes constitute a single series of notes, bringing the aggregate principal amount outstanding of the 5.13% senior unsecured notes to $200 million. The net proceeds of

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	$126.0 million were used to repay secured and unsecured debt obligations maturing in the first quarter of 2004 and to fund the acquisition of apartment homes.
•	Sold $50 million aggregate principal amount of 3.90% senior unsecured notes due March 2010 in March 2004 under our medium-term note program. The net proceeds of approximately $49.4 million were used to fund the acquisition of apartment communities.
•	Replaced our previous $1.0 billion shelf registration statement in June 2004 with a new shelf registration statement that provides for the issuance of up to $1.5 billion in debt securities and preferred and common stock. The new $1.5 billion shelf registration statement includes $331.3 million of unissued securities carried forward from our previous shelf registration statement.
•	Sold $50 million aggregate principal amount of 4.30% senior unsecured notes due July 2007 in June 2004 under our new $750 million medium-term note program. The net proceeds of approximately $49.8 million were used to fund the acquisition of apartment communities and repay amounts outstanding on our $500 million unsecured credit facility.
•	Moody’s Investors Service upgraded our rating on our senior unsecured debt to Baa2 from Baa3 and our preferred stock to Baa3 from Ba1 with a stable outlook in July 2004.
•	Sold $100 million of 5.00% senior unsecured notes due January 2012 and $25 million of 4.30% senior unsecured notes due July 2007 under our new $750 million medium-term note program in October 2004. The $25 million in notes represent a re-opening of the 4.30% senior unsecured notes due July 2007 that we issued in June 2004, and these notes constitute a single series of notes, bringing the aggregate principal amount outstanding of the 4.30% senior unsecured notes to $75 million. The net proceeds of $124.4 million were used to fund the acquisition of apartment communities.
•	Sold $100 million aggregate principal amount of 5.25% senior unsecured notes due January 2015 under our new $750 million medium-term note program in October 2004. The net proceeds of $99.0 million were used to fund the acquisition of apartment communities.
•	Sold 3.5 million shares of common stock at a public offering price of $20.50 per share under our $1.5 billion shelf registration statement in October 2004. We sold an additional 525,000 shares of common stock at a public offering price of $20.50 per share in connection with the exercise of the underwriter’s over-allotment option in October 2004. The net proceeds of $81.9 million were used to reduce outstanding debt balances under our $500 million unsecured revolving credit facility, which was used to fund the acquisition of apartment communities.
•	Filed a prospectus supplement under the Securities Act of 1933 in October 2004, relating to the offering of up to 5 million shares of our common stock that we may issue and sell through an agent from time to time in “at the market offerings,” as defined in Rule 415 of the Securities Act of 1933. Any sales of these shares will be made under our $1.5 billion shelf registration statement pursuant to a sales agreement that we entered into with the agent in July 2003. The sales price of the common stock that may be sold under the sales agreement will be no lower than the minimum price designated by us prior to the sale. As of December 31, 2004, we have sold a total of 472,000 shares of common stock pursuant to the sales agreement at a weighted average sales price of $20.36, for net proceeds to us of approximately $9.4 million.
•	Exercised our right to redeem 2 million shares of our Series D Cumulative Convertible Redeemable Preferred Stock in December 2004. Upon receipt of our redemption notice, the shares to be redeemed were converted by the holder into 3,076,769 shares of common stock at a price of $16.25 per share.
•	In conjunction with certain acquisitions, we assumed secured mortgages of $311.7 million with maturity dates ranging from September 2006 through June 2013.

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Credit Facilities

      We have four secured revolving credit facilities with Fannie Mae with an aggregate commitment of $860 million and one with Freddie Mac for $72 million. As of December 31, 2004, $656.3 million was outstanding under the Fannie Mae credit facilities leaving $203.7 million of unused capacity. The Fannie Mae credit facilities are for an initial term of ten years, bear interest at floating and fixed rates, and can be extended for an additional five years at our discretion. As of December 31, 2004, $20.7 million had been funded under the Freddie Mac credit facility leaving $51.3 million of unused capacity. The Freddie Mac credit facility is for an initial term of five years with an option for us to extend for an additional four-year term at the then market rate. As of December 31, 2004, aggregate borrowings under both the Fannie Mae and Freddie Mac credit facilities were $677 million. We have $288.9 million of the funded balance fixed at a weighted average interest rate of 6.4%. The remaining balance on these facilities is currently at a weighted average variable rate of 2.7%.

      We have a $500 million three-year unsecured revolving credit facility that matures in March 2006. If we receive commitments from additional lenders or if the initial lenders increase their commitments, we will be able to increase the credit facility to $650 million. At our option, the credit facility can be extended one year to March 2007. Based on our current credit ratings, the credit facility bears interest at a rate equal to LIBOR plus 90 basis points. As of December 31, 2004, $278.1 million was outstanding under the credit facility leaving $221.9 million of unused capacity.

      The Fannie Mae and Freddie Mac credit facilities and the bank revolving credit facility are subject to customary financial covenants and limitations.

Derivative Instruments

      As part of our overall interest rate risk management strategy, we have used derivatives as a means to fix the interest rates of variable rate debt obligations or to hedge anticipated financing transactions. Our derivative transactions used for interest rate risk management included various interest rate swaps with indices that related to the pricing of specific financial instruments of the company. We believe that we appropriately controlled our interest rate risk through the use of derivative instruments. During 2004, the fair value of our derivative instruments improved from an unfavorable $1.6 million at December 31, 2003, to $0 at December 31, 2004. This decrease was due to the normal progression of the fair market value of our derivative instruments towards zero as they matured. As of December 31, 2004, all of United Dominion’s interest rate swap agreements had matured.

Interest Rate Risk

      We are exposed to interest rate risk associated with variable rate notes payable and maturing debt that has to be refinanced. United Dominion does not hold financial instruments for trading or other speculative purposes, but rather issues these financial instruments to finance its portfolio of real estate assets. Interest rate sensitivity is the relationship between changes in market interest rates and the fair value of market rate sensitive assets and liabilities. Our earnings are affected as changes in short-term interest rates impact our cost of variable rate debt and maturing fixed rate debt. A large portion of our market risk is exposure to short-term interest rates from variable rate borrowings outstanding under our Fannie Mae and Freddie Mac credit facilities and our bank revolving credit facility, which totaled $388.1 million and $278.1 million, respectively, at December 31, 2004. The impact on our financial statements of refinancing fixed rate debt that matured during 2004 was immaterial.

      If market interest rates for variable rate debt average 100 basis points more in 2005 than they did during 2004, our interest expense would increase, and income before taxes would decrease by $7.4 million. Comparatively, if market interest rates for variable rate debt had averaged 100 basis points more in 2004 than in 2003, our interest expense would have increased, and net income would have decreased by $5.8 million. If market rates for fixed rate debt were 100 basis points higher at December 31, 2004, the fair value of fixed rate debt would have remained constant at $2.1 billion. If market interest rates for fixed

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rate debt were 100 basis points lower at December 31, 2004, the fair value of fixed rate debt would have increased from $2.1 billion to $2.3 billion.

      These amounts are determined by considering the impact of hypothetical interest rates on our borrowing cost. These analyses do not consider the effects of the adjusted level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, management would likely take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no change in our financial structure.

Funds from Operations

      Funds from operations, or FFO, is defined as net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of depreciable property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute FFO for all periods presented in accordance with the recommendations set forth by the National Association of Real Estate Investment Trust’s (“NAREIT”) April 1, 2002 White Paper. We consider FFO in evaluating property acquisitions and our operating performance, and believe that FFO should be considered along with, but not as an alternative to, net income and cash flow as a measure of our activities in accordance with generally accepted accounting principles. FFO does not represent cash generated from operating activities in accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs.

      Historical cost accounting for real estate assets in accordance with generally accepted accounting principles implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, NAREIT created FFO as a supplemental measure of REIT operating performance and defines FFO as net income (computed in accordance with accounting principles generally accepted in the United States), excluding gains (or losses) from sales of depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. The use of FFO, combined with the required presentations, has been fundamentally beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. We generally consider FFO to be a useful measure for reviewing our comparative operating and financial performance (although FFO should be reviewed in conjunction with net income which remains the primary measure of performance) because by excluding gains or losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization, FFO can help one compare the operating performance of a company’s real estate between periods or as compared to different companies. We believe that FFO is the best measure of economic profitability for real estate investment trusts.

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      The following table outlines our FFO calculation and reconciliation to generally accepted accounting principles for the three years ended December 31, 2004 (dollars in thousands):

		2004			2003			2002
Net income		$	97,152		$	70,404		$	53,229
Adjustments:
	Distributions to preferred stockholders		(19,531	)		(26,326	)		(27,424	)
	Real estate depreciation, net of outside partners’ interest		171,781			145,271			132,619
	Minority interests of unitholders in operating partnership		443			(874	)		(2,080	)
	Real estate depreciation related to unconsolidated entities		279			196			471
Discontinued Operations:
	Real estate depreciation		8,847			17,687			25,110
	Minority interests of unitholders in operating partnership		4,400			2,521			3,789
	Net gains on sales of depreciable property		(52,903	)		(15,941	)		(32,698	)
Funds from operations — basic		$	210,468		$	192,938		$	153,016
	Distributions to preferred stockholders — Series D and E (Convertible)		7,887			14,681			15,779
Funds from operations — diluted		$	218,355		$	207,619		$	168,795
	Gains on the disposition of real estate developed for sale		1,202			812			—
FFO with gains on the disposition of real estate developed for sale — diluted		$	219,557		$	208,431		$	168,795
Weighted average number of common shares and OP Units outstanding — basic			136,852			122,589			113,077
Weighted average number of common shares, OP Units, and common stock equivalents outstanding — diluted			145,842			136,975			127,838

      In the computation of diluted FFO, OP Units, out-performance partnership shares, and the shares of Series D Cumulative Convertible Redeemable Preferred Stock and Series E Cumulative Convertible Preferred Stock are dilutive; therefore, they are included in the diluted share count. For the years ended December 31, 2004 and 2003, distributions to preferred stockholders exclude $5.7 million and $19.3 million, respectively, related to premiums on preferred stock conversions.

      Gains on the disposition of real estate investments developed for sale is defined as net sales proceeds less a tax provision (such development by REITs must be conducted in a taxable REIT subsidiary) and the gross investment basis of the asset before accumulated depreciation. We consider FFO with gains (or losses) on real estate developed for sale to be a meaningful supplemental measure of performance because of the short-term use of funds to produce a profit that differs from the traditional long-term investment in real estate for REITs.

      The following is a reconciliation of GAAP gains on the disposition of real estate developed for sale to gross gains on the disposition of real estate developed for sale for the three years ended December 31, 2004 (dollars in thousands):

	2004			2003			2002
GAAP gains on the disposition of real estate developed for sale	$	1,278		$	1,249		$	—
Less: accumulated depreciation		(76	)		(437	)		—
Gains on the disposition of real estate developed for sale	$	1,202		$	812		$	—

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      The following table is our reconciliation of FFO share information to weighted average common shares outstanding, basic and diluted, reflected on the Consolidated Statements of Operations for the three years ended December 31, 2004, (shares in thousands):

		2004			2003			2002
Weighted average number of common shares and OP units outstanding — basic			136,852			122,589			113,077
Weighted average number of OP units outstanding			(8,755	)		(7,917	)		(6,999	)
	Weighted average number of common shares outstanding — basic per the Consolidated Statements of Operations		128,097			114,672			106,078
Weighted average number of common shares, OP units, and common stock equivalents outstanding — diluted			145,842			136,975			127,838
Weighted average number of incremental shares from assumed stock option conversions			—			(976	)		(885	)
Weighted average number of incremental shares from assumed restricted stock conversions			86			—			—
Weighted average number of OP units outstanding			(8,755	)		(7,917	)		(6,999	)
Weighted average number of Series A OPPSs outstanding			(1,791	)		(1,773	)		(1,568	)
Weighted average number of Series D preferred stock outstanding			(2,892	)		(10,033	)		(12,308	)
Weighted average number of Series E preferred stock outstanding			(3,410	)		(1,604	)		—
	Weighted average number of common shares outstanding — diluted per the Consolidated Statements of Operations		129,080			114,672			106,078

      FFO also does not represent cash generated from operating activities in accordance with generally accepted accounting principles, and therefore should not be considered an alternative to net cash flows from operating activities, as determined by generally accepted accounting principles, as a measure of liquidity. Additionally, it is not necessarily indicative of cash availability to fund cash needs. A presentation of cash flow metrics based on generally accepted accounting principles is as follows (dollars in thousands):

	2004			2003			2002
Net cash provided by operating activities	$	251,747		$	234,945		$	229,001
Net cash used in investing activities		(595,966	)		(304,217	)		(67,363	)
Net cash provided by/(used in) financing activities		347,299			70,944			(163,127	)

Results of Operations

      The following discussion includes the results of both continuing and discontinued operations for the periods presented.

Net Income Available to Common Stockholders

2004-vs.-2003

      Net income available to common stockholders was $71.9 million ($0.56 per diluted share) for the year ended December 31, 2004, compared to $24.8 million ($0.22 per diluted share) for the year ended December 31, 2003, representing an increase of $47.1 million ($0.34 per diluted share). The increase for the year ended December 31, 2004, when compared to the same period in 2003, resulted primarily from the following items, all of which are discussed in further detail elsewhere within this Report:

•  $37.0 million more in gains recognized from the sale of depreciable property in 2004,

•  a $19.2 million increase in operating results in 2004,

•  a $13.5 million decrease in premiums paid on preferred stock conversions in 2004,

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•  $6.8 million less in preferred stock distributions in 2004,

•  a $1.5 million increase in non-property income in 2004,

•  $1.4 million less in impairment loss on investments in 2004, and

•  a $1.3 million decrease in general and administrative expense in 2004.

      These increases in income were partially offset by a $17.2 million increase in depreciation and amortization expense, a $6.6 million increase in interest expense, and a charge of $5.5 million for hurricane related expenses in 2004 when compared to 2003.

2003-vs.-2002

      Net income available to common stockholders was $24.8 million ($0.21 per diluted share) for the year ended December 31, 2003, compared to $25.8 million ($0.24 per diluted share) for the year ended December 31, 2002, representing a decrease of $1.0 million ($0.03 per diluted share). The decrease for the year ended December 31, 2003, when compared to the same period in 2002, resulted primarily from the following items, all of which are discussed in further detail elsewhere within this Report:

•  a charge of $19.3 million in 2003 for a premium on preferred stock conversions,

•  $16.8 million less in gains recognized from the sale of depreciable property in 2003,

•  a $15.5 million decrease in property operating income in 2003,

•  a $4.2 million increase in depreciation and amortization expense in 2003, and

•  a $1.4 million impairment charge taken in 2003 for the write-off of our investment in Realeum, Inc., an unconsolidated development joint venture.

      These decreases in income were offset by $37.0 million less in prepayment penalties and premiums paid in 2003 for the refinancing of mortgage debt and the repurchase of unsecured debt, a $15.8 million decrease in interest expense in 2003, and a $2.3 million impairment charge taken in 2002 related to a portfolio of properties in Memphis, Tennessee.

Apartment Community Operations

      Our net income is primarily generated from the operation of our apartment communities. The following table summarizes the operating performance of our total apartment portfolio for each of the periods presented (dollars in thousands):

	Year Ended December 31,									Year Ended December 31,
	2004			2003			% Change			2003			2002			% Change
Property rental income	$	649,952		$	613,550			5.9	%	$	613,550		$	627,625			-2.2	%
Property operating expense*		(251,697	)		(234,478	)		7.3	%		(234,478	)		(233,071	)		0.6	%
Property operating income	$	398,255		$	379,072			5.1	%	$	379,072		$	394,554			-3.9	%
Weighted average number of homes		76,873			74,550			3.1	%		74,550			76,567			-2.6	%
Physical occupancy**		93.6	%		93.2	%		0.4	%		93.2	%		93.0	%		0.2	%

*  Excludes depreciation, amortization, and property management expenses.

**  Based upon weighted average stabilized units.

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      The following table is our reconciliation of property operating income to net income as reflected on the Consolidated Statements of Operations for the periods presented (dollars in thousands):

		2004			2003			2002
Property operating income		$	398,255		$	379,072		$	394,554
Commercial operating income			513			733			618
Non-property income			2,608			1,068			1,806
Depreciation and amortization			(184,000	)		(166,577	)		(163,183	)
Interest			(124,087	)		(117,416	)		(132,941	)
General and administrative and property management			(37,197	)		(37,499	)		(36,583	)
Other operating expenses			(1,314	)		(1,265	)		(1,351	)
Net gain on sale of depreciable property			52,902			15,941			32,698
Loss on early debt retirement			—			—			(36,965	)
Impairment loss on real estate and investments			—			(1,392	)		(2,301	)
Hurricane related expenses			(5,503	)		—			—
Minority interests			(5,025	)		(2,261	)		(3,123	)
	Net income per the Consolidated Statements of Operations	$	97,152		$	70,404		$	53,229

2004-vs.-2003

Same Communities

      Our same communities (those communities acquired, developed, and stabilized prior to December 31, 2003 and held on December 31, 2004, which consisted of 62,497 apartment homes) provided 78% of our property operating income for the year ended December 31, 2004.

      For 2004, same community property operating income decreased 1.2% or $3.9 million compared to 2003. The overall decrease in property operating income was primarily attributable to a 0.5% or $2.3 million increase in revenues from rental and other income that was offset by a 3.2% or $6.2 million increase in operating expenses. The increase in revenues from rental and other income was primarily driven by a 7.7% or $2.8 million decrease in vacancy loss and a 14.3% or $2.1 million increase in utility reimbursement income. These increases in income were offset by a 0.7% or $3.6 million decrease in rental rates. Physical occupancy increased 0.8% to 93.8%.

      The increase in property operating expenses was primarily driven by a 5.4% or $2.8 million increase in personnel costs, a 4.7% or $1.5 million increase in repair and maintenance costs, a 3.5% or $1.1 million increase in utilities expense, and a 1.6% or $0.8 million increase in property taxes.

      As a result of the percentage changes in property rental income and property operating expenses, the operating margin (property operating income divided by property rental income) decreased 1.0% to 61.0%.

Non-Mature Communities

      The remaining 22% of our property operating income during 2004 was generated from communities that we classify as “non-mature communities” (primarily those communities acquired or developed during 2003 and 2004, sold properties, and those properties classified as real estate held for disposition). The 39 communities with 11,574 apartment homes that we acquired during 2003 and 2004 provided $45.8 million of property operating income. The 19 communities with 5,425 apartment homes sold during 2004 provided $14.4 million of property operating income. In addition, our development communities, which included 178 apartment homes constructed since January 1, 2003, provided $1.0 million of property operating income during 2004, the 12 communities with 2,635 apartment homes classified as real estate held for disposition provided $11.3 million of property operating income, and other non-mature communities provided $13.5 million of property operating income for the year ended December 31, 2004.

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2003-vs.-2002

Same Communities

      Our same communities (those communities acquired, developed, and stabilized prior to January 1, 2002 and held on December 31, 2003, which consisted of 67,814 apartment homes) provided 89% of our property operating income for the year ended December 31, 2003.

      For 2003, same community property operating income decreased 4.2% or $14.9 million compared to 2002. The overall decrease in property operating income was primarily attributable to a 1.8% or $9.9 million decrease in revenues from rental and other income and a 2.5% or $5.0 million increase in operating expenses. The decrease in revenues from rental and other income was primarily driven by a 2.2% or $12.8 million decrease in rental rates. This decrease in income was partially offset by an 11.7% or $1.7 million increase in sub-meter, gas, trash, and utility reimbursements, a 5.5% or $1.0 million decrease in concession expense, and a 1.7% or $0.7 million decrease in vacancy loss. Physical occupancy remained constant at 93.2% for both 2003 and 2002.

      The increase in property operating expenses was primarily driven by a 17.6% or $1.7 million increase in insurance costs, a 4.3% or $1.4 million increase in utilities expense, a 2.4% or $0.9 million increase in repair and maintenance costs, a 3.9% or $0.8 million increase in administrative and marketing costs, a 0.7% or $0.4 million increase in personnel costs, and a 0.8% or $0.4 million increase in taxes, all of which were partially offset by a 17.6% or $0.2 million decrease in incentive compensation.

      As a result of the percentage changes in property rental income and property operating expenses, the operating margin decreased 1.6% to 61.7%.

Non-Mature Communities

      The remaining 11% of our property operating income during 2003 was generated from communities that we classify as “non-mature communities” (primarily those communities acquired or developed during 2002 and 2003, sold properties, and those properties classified as real estate held for disposition). The 21 communities with 6,935 apartment homes that we acquired during 2002 and 2003 provided $30.6 million of property operating income. The seven communities with 1,927 apartment homes sold during 2003 provided $4.6 million of property operating income. In addition, our development communities, which included 972 apartment homes constructed since January 1, 2002, provided $4.8 million of property operating income during 2003, the one community with 100 apartment homes classified as real estate held for disposition provided $0.7 million of property operating income, and other non-mature communities provided $1.7 million of property operating income for the year ended December 31, 2003.

Real Estate Depreciation and Amortization

      For the year ended December 31, 2004, real estate depreciation and amortization on both continuing and discontinued operations increased $17.2 million or 10.5% compared to 2003, primarily due to the overall increase in the weighted average number of apartment homes and a significant increase in the per home acquisition cost compared to the existing portfolio, and other capital expenditures.

      For the year ended December 31, 2003, real estate depreciation and amortization on both continuing and discontinued operations increased $4.2 million or 2.7% compared to 2002, regardless of the decrease in the weighted average number of apartment homes experienced from December 31, 2002 to December 31, 2003. The increase was primarily due to the newly acquired properties having a significantly higher per home cost compared to those properties that were disposed of, and other capital expenditures.

Interest Expense

      For the year ended December 31, 2004, interest expense on both continuing and discontinued operations increased $6.6 million or 5.6% from 2003 primarily due to the issuance of debt. For the year ended December 31, 2004, the weighted average amount of debt outstanding increased 21.2% or

36

$435.9 million compared to the prior year. However, this was partially offset by the weighted average interest rate declining from 5.4% to 5.0% during 2004. The weighted average amount of debt outstanding during 2004 is higher than 2003 as acquisition costs in 2004 have been funded, in most part, by the issuance of debt. The decrease in the weighted average interest rate during 2004 reflects our ability to take advantage of lower interest rates through refinancing and the utilization of variable rate debt.

      For the year ended December 31, 2003, interest expense on both continuing and discontinued operations decreased $15.8 million or 11.9% from 2002 primarily due to debt refinancings, decreasing interest rates, and an overall decrease in the weighted average level of debt outstanding. For the year ended December 31, 2003, the weighted average amount of debt outstanding decreased 1.1% or $23.9 million compared to the prior year and the weighted average interest rate decreased from 6.1% to 5.4% during 2003. The weighted average amount of debt outstanding during 2003 is lower than 2002 primarily due to the high acquisition volume at the beginning of 2002 that was subsequently mitigated by high disposition activity in the second half of 2002. Furthermore, acquisition costs in 2003 that exceeded disposition proceeds were funded, in most part, by equity and OP Unit issuances. The decrease in the average interest rate during 2003 reflects our ability to take advantage of declining interest rates through refinancing and the utilization of variable rate debt.

General and Administrative

      For the year ended December 31, 2004, general and administrative expenses decreased $1.3 million or 6.4% over 2003. This decrease was primarily attributable to a decrease in investor relations, legal and consulting expenses.

      For the year ended December 31, 2003, general and administrative expenses increased $1.3 million or 6.6% over 2002 primarily due to an increase in restricted stock compensation. Over the past two years, United Dominion has shifted its long-term incentive reward system from stock options to restricted stock, the cost of which is expensed monthly during the vesting period.

Hurricane Related Expenses

      In 2004, we recognized a $5.5 million charge to cover expenses associated with the damage in Florida caused by hurricanes Charley, Frances, and Jeanne. United Dominion reported that 25 of its 34 Florida communities were affected by the hurricanes.

Impairment Loss on Real Estate and Investments

      In 2003, we recognized a $1.4 million charge for the write-off of our investment in Realeum, Inc., an unconsolidated development joint venture created to develop web-based solutions for multifamily property and portfolio management.

Gains on Sales of Land and Depreciable Property

      For the years ended December 31, 2004 and 2003, we recognized gains for financial reporting purposes of $52.9 million and $15.9 million, respectively. Changes in the level of gains recognized from period to period reflect the changing level of our divestiture activity from period to period as well as the extent of gains related to specific properties sold.

Premium on Preferred Stock Conversions

      In the fourth quarter of 2004, we exercised our right to redeem 2 million shares of our Series D Cumulative Convertible Redeemable Preferred Stock. Upon receipt of our redemption notice, the shares to be redeemed were converted by the holder into 3,076,769 shares of common stock at a price of $16.25 per share. As a result, we recognized a $5.7 million premium on preferred stock conversions.

      In the second quarter of 2003, we exercised our right to redeem 2 million shares of our Series D Cumulative Convertible Redeemable Preferred Stock. Upon receipt of our redemption notice, the shares to

37

be redeemed were converted by the holder into 3,076,923 shares of common stock at a price of $16.25 per share. In December 2003, we exercised our right to redeem an additional 4 million shares of our Series D. Upon receipt of our redemption notice, the shares to be redeemed were converted by the holder into 6,154,000 shares of common stock at a price of $16.25 per share. As a result, we recognized a $19.3 million premium on preferred stock conversions during 2003.

      The premium amount recognized to convert these shares represents the cumulative accretion to date between the conversion value of the preferred stock and the value at which it was recorded at the time of issuance.

eBay Purchase of Rent.com

      On December 16, 2004, eBay (Nasdaq: EBAY) announced that it had agreed to acquire privately held Rent.com, a leading Internet listing web site in the apartment and rental housing industry, for approximately $415 million plus acquisition costs, net of Rent.com’s cash on hand. On February 23, 2005, eBay announced that it had completed the acquisition. We own shares in Rent.com, and as a result of the transaction, we recorded a one-time pre-tax gain of $12.3 million on the sale.

Inflation

      We believe that the direct effects of inflation on our operations have been immaterial. Substantially all of our leases are for a term of one year or less which generally minimizes our risk from the adverse effects of inflation.

Off-Balance Sheet Arrangements

      We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material.

Contractual Obligations

      The following table summarizes United Dominion’s contractual obligations as of December 31, 2004 (dollars in thousands):

	Payments Due by Period
Contractual Obligations	Total		2005		2006-2007		2008-2009		Thereafter
Long-Term Debt Obligations	$	2,879,982	$	99,002	$	732,444	$	566,477	$	1,482,059
Capital Lease Obligations		—		—		—		—		—
Operating Lease Obligations		28,645		1,709		2,505		2,128		22,303
Purchase Obligations		—		—		—		—		—
Other Long-Term Liabilities Reflected on the Balance Sheet Under GAAP		—		—		—		—		—

      During 2004, we incurred interest costs of $124.1 million, of which $1.0 million was capitalized.

Factors Affecting Our Business and Prospects

      There are many factors that affect our business and the results of our operations, some of which are beyond our control. These factors include:

•  unfavorable changes in apartment market and economic conditions that could adversely affect occupancy levels and rental rates,

•  the failure of acquisitions to achieve anticipated results,

•  possible difficulty in selling apartment communities,

38

•  the timing and closing of planned dispositions under agreement,

•  competitive factors that may limit our ability to lease apartment homes or increase or maintain rents,

•  insufficient cash flow that could affect our debt financing and create refinancing risk,

•  failure to generate sufficient revenue, which could impair our debt service payments and distributions to stockholders,

•  development and construction risks that may impact our profitability,

•  potential damage from natural disasters, including hurricanes and other weather-related events, which could result in substantial costs,

•  delays in completing developments and lease-ups on schedule,

•  our failure to succeed in new markets,

•  changing interest rates, which could increase interest costs and affect the market price of our securities,

•  potential liability for environmental contamination, which could result in substantial costs, and

•  the imposition of federal taxes if we fail to qualify as a REIT in any taxable year.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

      Information required by this item is included in and incorporated by reference from Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Report.

Item 8. Financial Statements and Supplementary Data

      The consolidated financial statements and related financial information required to be filed are attached to this Report. Reference is made to page 43 of this Report for the Index to Consolidated Financial Statements and Schedule.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      None.

Item 9A. Controls and Procedures

Controls and Procedures

      As of December 31, 2004, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Our disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC reports. In addition, our Chief Executive Officer and our Chief Financial Officer concluded that during the year ended December 31, 2004, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our internal control over financial reporting is designed with the objective of providing reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

39

      It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective under circumstances where our disclosure controls and procedures should reasonably be expected to operate effectively.

Management’s Report on Internal Control over Financial Reporting

      United Dominion’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, United Dominion’s Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations (COSO).

      Based on United Dominion’s evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2004. Management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2004 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

Item 9B. Other Information

      On March 17, 2005, the board of directors will consider and is expected to approve the recommendations of the Compensation Committee as to the final compensation of our executive officers for the year ended 2004. Information with regard to the 2004 and 2005 compensation of the executive officers who will be named in the Summary Compensation Table in our definitive proxy statement for our Annual Meeting of Stockholders to be held on May 3, 2005 is set forth in Exhibit 10.25 to this Report and is incorporated in this Item 9B by reference to such exhibit.

PART III

Item 10. Directors and Executive Officers of the Registrant

      The information required by this item is incorporated by reference to the information set forth under the headings “Election of Directors,” “Audit Committee Report”, “Corporate Governance Matters” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement for our Annual Meeting of Stockholders to be held on May 3, 2005.

      Information required by this item regarding our executive officers is included in Part I of this Report in the section entitled “Business-Executive Officers of the Company.”

      We have a code of ethics for senior financial officers that applies to our principal executive officer, all members of our finance staff, including the principal financial officer, the principal accounting officer, the treasurer and the controller, our director of investor relations, our corporate secretary, and all other company officers. We also have a code of business conduct and ethics that applies to all of our employees. Information regarding our codes is available on our website, www.udrt.com, and is incorporated by reference to the information set forth under the heading “Corporate Governance Matters” in our definitive proxy statement for our Annual Meeting of Stockholders to be held on May 3, 2005. We intend to satisfy the disclosure requirements under Item 10 of Form 8-K regarding an amendment to, or a waiver from, a provision of our codes by posting such amendment or waiver on our website.

40

Item 11. Executive Compensation

      The information required by this item is incorporated by reference to the information set forth under the heading “Compensation of Executive Officers” in our definitive proxy statement for our Annual Meeting of Stockholders to be held on May 3, 2005.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

      The information required by this item is incorporated by reference to the information set forth under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our definitive proxy statement for our Annual Meeting of Stockholders to be held on May 3, 2005.

Item 13. Certain Relationships and Related Transactions

      The information required by this item is incorporated by reference to the information set forth under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Certain Business Relationships” in our definitive proxy statement for our Annual Meeting of Stockholders to be held on May 3, 2005.

Item 14. Principal Accounting Fees and Services

      The information required by this item is incorporated by reference to the information set forth under the headings “Audit Fees” and “Pre-Approval of Audit and Non-Audit Services” in our definitive proxy statement for our Annual Meeting of Stockholders to be held on May 3, 2005.

PART IV

Item 15. Exhibits and Financial Statement Schedules

      (a) The following documents are filed as part of this Report:

      1. Financial Statements. See Index to Consolidated Financial Statements and Schedule on page 43 of this Report.

      2. Financial Statement Schedule. See Index to Consolidated Financial Statements and Schedule on page 43 of this Report. All other schedules are omitted because they are not required, are inapplicable, or the required information is included in the financial statements or notes thereto.

      3. Exhibits. The exhibits filed with this Report are set forth in the Exhibit Index.

41

SIGNATURES

      Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

UNITED DOMINION REALTY TRUST, INC.

By:  /s/ Thomas W. Toomey

Thomas W. Toomey

Chief Executive Officer and President

Date: March 14, 2005

      Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on March 14, 2005 by the following persons on behalf of the registrant and in the capacities indicated.

/s/ Thomas W. Toomey Thomas W. Toomey	Chief Executive Officer, President, and Director
/s/ Christopher D. Genry Christopher D. Genry	Executive Vice President and Chief Financial Officer
/s/ Scott A. Shanaberger Scott A. Shanaberger	Senior Vice President and Chief Accounting Officer
/s/ Robert C. Larson Robert C. Larson	Chairman of the Board
/s/ James D. Klingbeil James D. Klingbeil	Vice Chairman of the Board
/s/ Eric J. Foss Eric J. Foss	Director
/s/ Robert P. Freeman Robert P. Freeman	Director
/s/ Jon A. Grove Jon A. Grove	Director
/s/ Thomas R. Oliver Thomas R. Oliver	Director
/s/ Lynne B. Sagalyn Lynne B. Sagalyn	Director
/s/ Mark J. Sandler Mark J. Sandler	Director
/s/ Robert W. Scharar Robert W. Scharar	Director

42

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

UNITED DOMINION REALTY TRUST, INC.

	Page
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting		44
FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT
Report of Independent Registered Public Accounting Firm		45
Consolidated Balance Sheets at December 31, 2004 and 2003		46
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2004		47
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2004		48
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2004		49
Notes to Consolidated Financial Statements		52
SCHEDULE FILED AS PART OF THIS REPORT
Schedule III — Summary of Real Estate Owned		75

      All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements and notes thereto.

43

Report of Independent Registered Public Accounting Firm

on Internal Control Over Financial Reporting

Board of Directors and Stockholders

United Dominion Realty Trust, Inc.

      We have audited management’s assessment, included in Management’s Report on Internal Control over Financial Reporting included at Item 9A, that United Dominion Realty Trust, Inc. (the “Company”) maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

      We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

      A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

      Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

      In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the COSO criteria.

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2004 and 2003, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2004 of United Dominion Realty Trust, Inc. and our report dated March 2, 2005 expressed an unqualified opinion thereon.

Ernst & Young LLP

Richmond, Virginia

March 2, 2005

44

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders
United Dominion Realty Trust, Inc.

      We have audited the accompanying consolidated balance sheets of United Dominion Realty Trust, Inc. (the “Company”) as of December 31, 2004 and 2003, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2004. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of United Dominion Realty Trust, Inc. at December 31, 2004 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 2, 2005 expressed an unqualified opinion thereon.

Ernst & Young LLP

Richmond, Virginia

March 2, 2005

45

UNITED DOMINION REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share data)

			December 31,
			2004			2003
ASSETS
Real estate owned:
	Real estate held for investment		$	5,029,516		$	3,900,573
		Less: accumulated depreciation		(978,651	)		(809,524	)
				4,050,865			3,091,049
	Real estate under development			65,758			29,715
	Real estate held for disposition (net of accumulated depreciation of $29,236 and $87,106)			118,786			334,157
	Total real estate owned, net of accumulated depreciation			4,235,409			3,454,921
Cash and cash equivalents				7,904			4,824
Restricted cash				6,086			7,540
Deferred financing costs, net				25,151			21,425
Investment in unconsolidated development joint venture				458			1,673
Funds held in escrow from 1031 exchanges pending the acquisition of real estate				17,039			14,447
Notes receivable				5,000			13,000
Other assets				34,347			25,247
Other assets — real estate held for disposition				607			566
	Total assets		$	4,332,001		$	3,543,643
LIABILITIES AND STOCKHOLDERS’ EQUITY
Secured debt			$	1,197,924		$	1,018,028
Unsecured debt				1,682,058			1,114,009
Real estate taxes payable				31,356			29,776
Accrued interest payable				18,773			12,892
Security deposits and prepaid rent				25,168			21,412
Distributions payable				44,624			40,623
Accounts payable, accrued expenses, and other liabilities				50,217			44,749
Other liabilities — real estate held for disposition				2,837			4,512
	Total liabilities			3,052,957			2,286,001
Minority interests				83,593			94,206
Stockholders’ equity:
	Preferred stock, no par value; $25 liquidation preference, 25,000,000 shares authorized;
		5,416,009 shares 8.60% Series B Cumulative Redeemable issued and outstanding (5,416,009 in 2003)		135,400			135,400
		0 shares 7.50% Series D Cumulative Convertible Redeemable issued and outstanding (2,000,000 in 2003)		—			44,271
		2,803,812 shares 8.00% Series E Cumulative Convertible issued and outstanding (3,425,217 in 2003)		46,571			56,893
	Common stock, $1 par value; 250,000,000 shares authorized 136,429,592 shares issued and outstanding (127,295,126 in 2003)			136,430			127,295
	Additional paid-in capital			1,614,916			1,458,983
	Distributions in excess of net income			(731,808	)		(651,497	)
	Deferred compensation — unearned restricted stock awards			(6,058	)		(5,588	)
	Notes receivable from officer-stockholders			—			(459	)
	Accumulated other comprehensive loss			—			(1,862	)
		Total stockholders’ equity		1,195,451			1,163,436
	Total liabilities and stockholders’ equity		$	4,332,001		$	3,543,643

See accompanying notes to consolidated financial statements.

46

UNITED DOMINION REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except for share data)

				Years ended December 31,
				2004			2003			2002
REVENUES
		Rental income		$	604,270		$	542,894		$	520,939
		Non-property income			2,608			1,068			1,806
			Total revenues		606,878			543,962			522,745
EXPENSES
		Rental expenses:
			Real estate taxes and insurance		71,055			62,329			56,959
			Personnel		63,878			55,252			52,611
			Utilities		36,625			32,244			29,397
			Repair and maintenance		38,409			34,909			32,352
			Administrative and marketing		21,299			19,793			18,913
			Property management		17,881			16,873			17,240
			Other operating expenses		1,226			1,205			1,203
		Real estate depreciation and amortization			171,781			145,706			134,045
		Interest			124,087			117,457			128,522
		General and administrative			19,316			20,626			19,343
		Other depreciation and amortization			3,372			3,087			3,956
		Hurricane related expenses			5,503			—			—
		Impairment loss on investments			—			1,392			—
		Loss on early debt retirement			—			—			33,161
			Total expenses		574,432			510,873			527,702
Income/(loss) before minority interests and discontinued operations					32,446			33,089			(4,957	)
Minority interests of outside partnerships					(182	)		(614	)		(1,414	)
Minority interests of unitholders in operating partnerships					(443	)		874			2,080
Income/(loss) before discontinued operations, net of minority interests					31,821			33,349			(4,291	)
Income from discontinued operations, net of minority interests					65,331			37,055			57,520
Net income					97,152			70,404			53,229
Distributions to preferred stockholders — Series B					(11,644	)		(11,645	)		(11,645	)
Distributions to preferred stockholders — Series D (Convertible)					(3,473	)		(12,178	)		(15,779	)
Distributions to preferred stockholders — Series E (Convertible)					(4,414	)		(2,503	)		—
Premium on preferred stock conversions					(5,729	)		(19,271	)		—
Net income available to common stockholders				$	71,892		$	24,807		$	25,805
Earnings per common share — basic and diluted:
	Income/(loss) from continuing operations available to common stockholders, net of minority interests			$	0.05		$	(0.10	)	$	(0.30	)
	Income from discontinued operations, net of minority interests			$	0.51		$	0.32		$	0.54
	Net income available to common stockholders			$	0.56		$	0.22		$	0.24
Common distributions declared per share				$	1.17		$	1.14		$	1.11
Weighted average number of common shares outstanding – basic					128,097			114,672			106,078
Weighted average number of common shares outstanding – diluted					129,080			114,672			106,078

See accompanying notes to consolidated financial statements

47

UNITED DOMINION REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

				Years ended December 31,
				2004			2003			2002
Operating Activities
	Net income			$	97,152		$	70,404		$	53,229
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			184,088			166,637			163,328
		Impairment loss on real estate and investments			—			1,392			2,301
		Gains on sales of land and depreciable property			(52,903	)		(15,941	)		(32,698	)
		Minority interests			5,025			2,261			3,122
		Loss on early debt retirement			—			—			36,965
		Amortization of deferred financing costs and other			7,206			6,148			5,256
		Changes in operating assets and liabilities:
			(Increase)/decrease in operating assets		(1,769	)		(2,560	)		12,763
			Increase/(decrease) in operating liabilities		12,948			6,604			(15,265	)
Net cash provided by operating activities					251,747			234,945			229,001
Investing Activities
	Proceeds from sales of real estate investments, net				265,691			93,613			282,533
	Acquisition of real estate assets, net of liabilities assumed and equity				(755,966	)		(314,739	)		(282,600	)
	Development of real estate assets				(19,131	)		(13,640	)		(22,763	)
	Capital expenditures and other major improvements — real estate assets, net of escrow reimbursement				(82,390	)		(53,146	)		(42,827	)
	Capital expenditures — non-real estate assets				(1,578	)		(1,858	)		(1,706	)
	Increase in funds held in escrow from tax free exchanges pending the acquisition of real estate				(2,592	)		(14,447	)		—
Net cash used in investing activities					(595,966	)		(304,217	)		(67,363	)
Financing Activities
	Proceeds from the issuance of secured debt				—			37,415			324,282
	Scheduled principal payments on secured debt				(36,814	)		(22,442	)		(11,176	)
	Non-scheduled principal payments and prepayment penalties on secured debt				(95,011	)		(17,549	)		(294,662	)
	Proceeds from the issuance of unsecured debt				475,775			323,382			198,476
	Payments and prepayment premiums on unsecured debt				(46,585	)		(214,591	)		(210,413	)
	Net borrowing/(repayment) of revolving bank debt				140,200			(37,900	)		(54,400	)
	Payment of financing costs				(8,849	)		(6,463	)		(5,510	)
	Issuance of note receivable				—			(8,000	)		—
	Proceeds from the issuance of common stock				99,461			179,811			60,252
	Proceeds from the repayment of officer loans				459			2,171			—
	Proceeds from the issuance of performance shares				(50	)		657			—
	Distributions paid to minority interests				(13,553	)		(9,756	)		(8,926	)
	Distributions paid to preferred stockholders				(20,347	)		(27,532	)		(27,424	)
	Distributions paid to common stockholders				(147,387	)		(128,188	)		(117,116	)
	Repurchases of common and preferred stock				—			(71	)		(16,510	)
Net cash provided by/(used in) financing activities					347,299			70,944			(163,127	)
Net increase/(decrease) in cash and cash equivalents					3,080			1,672			(1,489	)
Cash and cash equivalents, beginning of year					4,824			3,152			4,641
Cash and cash equivalents, end of year				$	7,904		$	4,824		$	3,152
Supplemental Information:
	Interest paid during the period			$	115,519		$	116,057		$	135,223
	Non-cash transactions:
		Conversion of operating partnership minority interests to common stock (170,209 shares in 2004, 216,983 shares in 2003, and 92,159 shares in 2002)			2,035			2,206			1,252
		Issuance of restricted stock awards			3,250			5,297			2,904
		Issuance of preferred stock in connection with acquisitions			—			58,811			—
		Issuance of preferred operating partnership units in connection with acquisitions			—			26,872			—
		Issuance of operating partnership units in connection with acquisitions			—			7,135			—
		Cancellation of a note receivable with the acquisition of a property			8,000			—			—
		Secured debt assumed with the acquisition of properties			311,714			4,865			41,636
		Reduction in secured debt from the disposition of properties			—			—			35,885
		Receipt of a note receivable in connection with sales of real estate investments			75,586			—			—

See accompanying notes to consolidated financial statements.

48

UNITED DOMINION REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

																			Deferred			Notes
																			Compensation —			Receivable			Accumulated
			Preferred Stock				Common Stock									Distributions			Unearned			from			Other
													Paid-in			in Excess of			Restricted			Officer-			Comprehensive
			Shares		Amount		Shares			Amount			Capital			Net Income			Stock Awards			Stockholders			Loss			Total
Balance, December 31, 2001				13,416,009	$	310,400		103,133,279		$	103,133		$	1,098,029		$	(448,345	)	$	(1,312	)	$	(4,309	)	$	(14,871	)	$	1,042,725
Comprehensive Income
	Net income																53,229												53,229
	Other comprehensive income:
		Unrealized gain on derivative financial instruments																								4,913			4,913
	Comprehensive income																53,229									4,913			58,142
	Issuance of common shares to employees, officers, and director-stockholders							1,000,592			1,001			10,782															11,783
	Issuance of common shares through dividend reinvestment and stock purchase plan							152,343			152			2,347															2,499
	Issuance of common shares through public offering							3,166,800			3,167			41,139															44,306
	Purchase of common stock							(1,145,412	)		(1,146	)		(15,369	)														(16,515	)
	Issuance of restricted stock awards							205,498			205			2,699						(2,904	)								—
	Cash purchase and conversion of minority interests of unitholders in operating partnerships							92,159			93			1,159															1,252
	Principal repayments on notes receivable from officer-stockholders																						1,679						1,679
	Common stock distributions declared ($1.11 per share)																(118,888	)											(118,888	)
	Preferred stock distributions declared — Series B ($2.15 per share)																(11,645	)											(11,645	)
	Preferred stock distributions declared — Series D ($1.98 per share)																(15,779	)											(15,779	)
	Amortization of deferred compensation																			1,712									1,712

49

UNITED DOMINION REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY — (Continued)

(In thousands, except share data)

																					Deferred			Notes
																					Compensation —			Receivable			Accumulated
			Preferred Stock						Common Stock									Distributions			Unearned			from			Other
															Paid-in			in Excess of			Restricted Stock			Officer-			Comprehensive
			Shares			Amount			Shares			Amount			Capital			Net Income			Awards			Stockholders			Loss			Total
Balance, December 31, 2002				13,416,009		$	310,400			106,605,259		$	106,605		$	1,140,786		$	(541,428	)	$	(2,504	)	$	(2,630	)	$	(9,958	)	$	1,001,271
Comprehensive Income
	Net income																		70,404												70,404
	Other comprehensive income:
		Unrealized gain on derivative financial instruments																										8,096			8,096
	Comprehensive income																		70,404									8,096			78,500
	Issuance of common shares to employees, officers, and director-stockholders									1,117,399			1,118			12,185															13,303
	Issuance of common shares through dividend reinvestment and stock purchase plan									91,190			91			1,520															1,611
	Issuance of common shares through public offering									9,700,000			9,700			154,936															164,636
	Issuance of 8.00% Series E Cumulative Convertible shares			3,425,217			56,893									1,905															58,798
	Purchase of common stock									(4,564	)		(5	)		(66	)														(71	)
	Issuance of restricted stock awards									337,936			338			4,959						(5,297	)								—
	Conversion of minority interests of unitholders in operating partnerships									216,983			217			1,989															2,206
	Principal repayments on notes receivable from officer-stockholders																								2,171						2,171
	Accretion of premium on Series D conversions						19,271												(19,271	)											—
	Conversion of 7.50% Series D Cumulative Convertible Redeemable shares			(6,000,000	)		(150,000	)		9,230,923			9,231			140,769															—
	Common stock distributions declared ($1.14 per share)																		(134,876	)											(134,876	)
	Preferred stock distributions declared — Series B ($2.15 per share)																		(11,645	)											(11,645	)
	Preferred stock distributions declared — Series D ($2.04 per share)																		(12,178	)											(12,178	)
	Preferred stock distributions declared — Series E ($0.84 per share)																		(2,503	)											(2,503	)
	Amortization of deferred compensation																					2,213									2,213

50

UNITED DOMINION REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY — (Continued)

(In thousands, except share data)

																		Deferred			Notes
																		Compensation —			Receivable			Accumulated
			Preferred Stock						Common Stock						Distributions			Unearned			from			Other
													Paid-in		in Excess of			Restricted Stock			Officer-			Comprehensive
			Shares			Amount			Shares		Amount		Capital		Net Income			Awards			Stockholders			Loss			Total
Balance, December 31, 2003				10,841,226		$	236,564			127,295,126	$	127,295	$	1,458,983	$	(651,497	)	$	(5,588	)	$	(459	)	$	(1,862	)	$	1,163,436
Comprehensive Income
	Net income															97,152												97,152
	Other comprehensive income:
		Unrealized gain on derivative financial instruments																							1,862			1,862
	Comprehensive income															97,152									1,862			99,014
	Issuance of common shares to employees, officers, and director-stockholders									549,606		550		5,396														5,946
	Issuance of common shares through dividend reinvestment and stock purchase plan									111,941		112		2,102														2,214
	Issuance of common shares through public offering									4,497,000		4,497		86,804														91,301
	Issuance of restricted stock awards									107,536		107		3,143					(3,250	)								—
	Conversion of minority interests of unitholders in operating partnerships									170,209		170		1,865														2,035
	Principal repayments on notes receivable from officer-stockholders																					459						459
	Accretion of premium on Series D conversions						5,729									(5,729	)											—
	Conversion of 7.50% Series D Cumulative Convertible Redeemable shares			(2,000,000	)		(50,000	)		3,076,769		3,077		46,923														—
	Conversion of 8.00% Series E Cumulative Convertible shares			(621,405	)		(10,322	)		621,405		622		9,700														—
	Common stock distributions declared ($1.17 per share)															(152,203	)											(152,203	)
	Preferred stock distributions declared — Series B ($2.15 per share)															(11,644	)											(11,644	)
	Preferred stock distributions declared — Series D ($2.09 per share)															(3,473	)											(3,473	)
	Preferred stock distributions declared — Series E ($1.33 per share)															(4,414	)											(4,414	)
	Amortization of deferred compensation																		2,780									2,780
Balance, December 31, 2004				8,219,821		$	181,971			136,429,592	$	136,430	$	1,614,916	$	(731,808	)	$	(6,058	)	$	—		$	—		$	1,195,451

See accompanying notes to consolidated financial statements.

51

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and formation

      United Dominion Realty Trust, Inc., a Maryland corporation, was formed in 1972. United Dominion operates within one defined business segment with activities related to the ownership, management, development, acquisition, renovation, and disposition of multifamily apartment communities nationwide. At December 31, 2004, United Dominion owned 273 communities with 78,855 completed apartment homes and had three communities with 807 apartment homes under development.

Basis of presentation

      The accompanying consolidated financial statements include the accounts of United Dominion and its subsidiaries, including United Dominion Realty, L.P., (the “Operating Partnership”), and Heritage Communities L.P. (the “Heritage OP”), (collectively, “United Dominion”). As of December 31, 2004, there were 166,061,749 units in the Operating Partnership outstanding, of which 156,037,369 units or 94.0% were owned by United Dominion and 10,024,380 units or 6.0% were owned by limited partners (of which 1,791,329 and 0 are owned by the holders of the Series A OPPS and the Series B OPPS, respectively, see below and Note 9). As of December 31, 2004, there were 5,542,200 units in the Heritage OP outstanding, of which 5,186,945 units or 93.6% were owned by United Dominion and 355,255 units or 6.4% were owned by limited partners. The consolidated financial statements of United Dominion include the minority interests of the unitholders in the Operating Partnership and the Heritage OP. All significant intercompany accounts and transactions have been eliminated in consolidation.

Income taxes

      United Dominion is operated as, and elects to be taxed as, a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Generally, a REIT complies with the provisions of the Code if it meets certain requirements concerning its income and assets, as well as if it distributes at least 90% of its REIT taxable income to its stockholders and will not be subject to U.S. federal income taxes if it distributes at least 100% of its income. Accordingly, no provision has been made for federal income taxes of the REIT. United Dominion’s taxable REIT subsidiaries are subject to federal corporate income taxes, based upon their respective taxable incomes. The taxable REIT subsidiaries have no material permanent or temporary differences that would require a provision for federal income tax. Additionally, United Dominion is subject to certain state and local excise or franchise taxes, for which provision has been made.

      The differences between net income available to common stockholders for financial reporting purposes and taxable income before dividend deductions relate primarily to temporary differences, principally real estate depreciation and the tax deferral of certain gains on property sales. The differences in depreciation result from differences in the book and tax basis of certain real estate assets and the differences in the methods of depreciation and lives of the real estate assets. The aggregate cost of our real estate assets for federal income tax purposes was approximately $4.5 billion at December 31, 2004.

52

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table reconciles United Dominion’s net income to REIT taxable income for the three years ended December 31, 2004 (dollars in thousands):

	2004			2003			2002
Net income	$	97,152		$	70,404		$	53,229
Minority interest expense		(1,950	)		(3,364	)		(1,137	)
Depreciation and amortization expense		46,916			44,108			49,513
(Loss)/gain on the disposition of properties		(10,029	)		2,363			(186	)
Revenue recognition timing differences		(195	)		1,750			1,272
Investment loss, not deductible for tax		(593	)		—			—
Other expense timing differences		(2,192	)		(1,090	)		(3,914	)
REIT taxable income before dividends	$	129,109		$	114,171		$	98,777
Dividend deduction	$	153,409		$	132,722		$	111,965

      For income tax purposes, distributions paid to common stockholders consist of ordinary income, capital gains, and return of capital, or a combination thereof. For the three years ended December 31, 2004, distributions declared per common share were taxable as follows:

	2004		2003		2002
Ordinary income	$	0.77	$	0.82	$	0.55
Long-term capital gain		0.20		0.10		0.14
Unrecaptured section 1250 gain		0.08		0.02		0.11
Return of capital		0.12		0.20		0.31
	$	1.17	$	1.14	$	1.11

Use of estimates

      The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Real estate

      Real estate assets held for investment are carried at historical cost less accumulated depreciation and any recorded impairment losses.

      Expenditures for ordinary repair and maintenance costs are charged to expense as incurred. Expenditures for improvements, renovations, and replacements related to the acquisition and/or improvement of real estate assets are capitalized at cost and depreciated over their estimated useful lives if the value of the existing asset will be materially enhanced or the life of the related asset will be substantially extended beyond the original life expectancy.

      United Dominion recognizes impairment losses on long-lived assets used in operations when there is an event or change in circumstance that indicates an impairment in the value of an asset and the undiscounted future cash flows are not sufficient to recover the asset’s carrying value. Our cash flow estimates are based upon historical results adjusted to reflect our best estimate of future market and operating conditions and our estimated holding periods. If such indicators of impairment are present, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value.

53

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Our estimates of fair market value represent our best estimate based upon industry trends and reference to market rates and transactions.

      United Dominion purchases real estate investment properties from time to time and allocates the purchase price to various components, such as land, buildings, and intangibles related to in-place leases in accordance with FASB Statement No. 141, “Business Combinations.” The purchase price is allocated based on the relative fair value of each component. The fair value of buildings is determined as if the buildings were vacant upon acquisition and subsequently leased at market rental rates. As such, the determination of fair value considers the present value of all cash flows expected to be generated from the property including an initial lease up period. United Dominion determines the fair value of in-place leases by assessing the net effective rent and remaining term of the lease relative to market terms for similar leases at acquisition. The fair value of in-place leases is recorded and amortized as amortization expense over the remaining contractual lease period. United Dominion determines the fair value of in-place leases by considering the cost of acquiring similar leases, the foregone rents associated with the lease-up period, and the carrying costs associated with the lease-up period.

      For long-lived assets to be disposed of, impairment losses are recognized when the fair value of the asset less estimated cost to sell is less than the carrying value of the asset. Properties classified as real estate held for disposition generally represent properties that are under contract for sale. Real estate held for disposition is carried at the lower of cost, net of accumulated depreciation, or fair value, less the cost to dispose, determined on an asset by asset basis. Expenditures for ordinary repair and maintenance costs on held for disposition properties are charged to expense as incurred. Expenditures for improvements, renovations, and replacements related to held for disposition properties are capitalized at cost. Depreciation is not recorded on real estate held for disposition.

      Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets which is 35 years for buildings, 10 to 35 years for major improvements, and 3 to 10 years for furniture, fixtures, equipment, and other assets. The value of acquired in-place leases is amortized over the remaining term of each acquired in-place lease.

      All development projects and related carrying costs are capitalized and reported on the Consolidated Balance Sheet as “Real estate under development.” As each building in a project is completed and becomes available for lease-up, the total cost of the building is transferred to real estate held for investment and the assets are depreciated over their estimated useful lives. The cost of development projects includes interest, real estate taxes, insurance, and allocated development overhead during the construction period.

      Interest, real estate taxes, and incremental labor and support costs for personnel working directly on the development site are capitalized as part of the real estate under development to the extent that such charges do not cause the carrying value of the asset to exceed its net realizable value. During 2004, 2003, and 2002, total interest capitalized was $1.0 million, $1.8 million, and $0.9 million, respectively.

Cash equivalents

      Cash equivalents include all cash and liquid investments with maturities of three months or less when purchased.

Restricted cash

      Restricted cash consists of escrow deposits held by lenders for real estate taxes, insurance and replacement reserves, and security deposits.

54

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred financing costs

      Deferred financing costs include fees and other external costs incurred to obtain debt financings and are generally amortized on a straight-line basis, which approximates the effective interest method, over a period not to exceed the term of the related debt. Unamortized financing costs are written-off when debt is retired before its maturity date. During 2004, 2003, and 2002, amortization expense was $5.1 million, $4.7 million, and $4.5 million, respectively.

Investments in unconsolidated development joint ventures

      Investments in unconsolidated joint ventures are accounted for using the equity method when major business decisions require approval by the other partners and United Dominion does not have control of the assets. Investments are recorded at cost and subsequently adjusted for equity in net income (loss) and cash contributions and distributions. United Dominion eliminates intercompany profits on sales of services that are provided to joint ventures. Differences between the carrying value of investments and the underlying equity in net assets of the investee are due to capitalized interest on the investment balance and capitalized development and leasing costs that are recovered by United Dominion through fees during construction.

Revenue recognition

      United Dominion’s apartment homes are leased under operating leases with terms generally of one year or less. Rental income is recognized after it is earned and collectibility is reasonably assured.

Advertising costs

      All advertising costs are expensed as incurred and reported on the Consolidated Statements of Operations within the line item “Administrative and marketing.” During 2004, 2003, and 2002, total advertising expense was $10.5 million, $10.6 million, and $11.0 million, respectively.

Interest rate swap agreements

      United Dominion accounts for its derivative instruments in accordance with Statements of Financial Accounting Standards No. 133 and No. 138, “Accounting for Certain Derivative Instruments and Hedging Activities.” At December 31, 2004, United Dominion has no derivative financial instruments reported on its Consolidated Balance Sheet. Prior to their maturity, United Dominion’s derivative financial instruments consisted of interest rate swap agreements that were designated as cash flow hedges of debt with variable interest rate features, and as qualifying hedges for financial reporting purposes. For a derivative instrument that qualifies as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings during the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in current earnings during the period of change.

      As part of United Dominion’s overall interest rate risk management strategy, we used derivative financial instruments as a means to artificially fix variable rate debt or to hedge anticipated financing transactions. United Dominion’s derivative transactions used for interest rate risk management included various interest rate swaps with indices that related to the pricing of specific financial instruments of United Dominion. Because of the close correlation between the hedging instrument and the underlying cash flow exposure being hedged, fluctuations in the value of the derivative instruments were generally offset by changes in the cash flow of the underlying exposures. As a result, United Dominion appropriately controlled the risk so that derivatives used for interest rate risk management would not have a material

55

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

unintended effect on consolidated earnings. United Dominion does not enter into derivative financial instruments for trading purposes.

      The fair value of United Dominion’s derivative instruments were reported on the balance sheet at their current fair value. The estimated fair value for our interest rate swaps relied on prevailing market interest rates. The interest rate swap agreements were designated with all or a portion of the principal balance and term of a specific debt obligation. Each interest rate swap involved the periodic exchange of payments over the life of the related agreement. An amount received or paid on the interest rate swap was recorded on an accrual basis as an adjustment to the related interest expense of the outstanding debt based on the accrual method of accounting. The related amount payable to and receivable from counterparties was included in other liabilities and other assets, respectively.

      When the terms of the underlying transaction were modified, or when the underlying hedged item ceased to exist, all changes in the fair value of the instrument were marked-to-market with changes in value included in net income each period until the instrument matured, unless the instrument was redesignated as a hedge of another transaction. If a derivative instrument was terminated or the hedging transaction was no longer determined to be effective, amounts held in accumulated other comprehensive income were reclassified into earnings over the term of the future cash outflows on the related debt.

Comprehensive income

      Comprehensive income, which is defined as all changes in equity during each period except for those resulting from investments by or distributions to stockholders, is displayed in the accompanying Statements of Stockholders’ Equity. Other comprehensive income consists of unrealized gains or losses from derivative financial instruments.

Stock-based employee compensation plans

      United Dominion adopted the fair-value-based method of accounting for share-based payments effective January 1, 2004 using the prospective method described in FASB Statement No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” Currently, United Dominion uses the Black-Scholes-Merton formula to estimate the value of stock options granted to employees and expects to continue to use this acceptable option valuation model upon the required adoption of Statement 123R on July 1, 2005. Because Statement 123R must be applied not only to new awards but to previously granted awards that are not fully vested on the effective date, and because United Dominion adopted Statement 123 using the prospective transition method (which applied only to awards granted, modified or settled after the adoption date), compensation cost for some previously granted awards that were not recognized under Statement 123 will be recognized under Statement 123R. However, had United Dominion adopted Statement 123R in prior periods, the impact of the standard would have approximated the impact of Statement 123 as described in the disclosure of pro forma net income and earnings per share in Note 8 to our consolidated financial statements.

Minority interests in operating partnerships

      Interests in operating partnerships held by limited partners are represented by operating partnership units (“OP Units”). The operating partnerships’ income is allocated to holders of OP Units based upon net income available to common stockholders and the weighted average number of OP Units outstanding to total common shares plus OP Units outstanding during the period. Capital contributions, distributions, and profits and losses are allocated to minority interests in accordance with the terms of the individual partnership agreements. OP Units can be exchanged for cash or shares of United Dominion’s common stock on a one-for-one basis, at the option of United Dominion. OP Units, as a percentage of total OP

56

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Units and shares outstanding, were 6.3% at December 31, 2004, 6.4% at December 31, 2003, and 6.2% at December 31, 2002.

      During 2003, we issued 1,617,815 Preferred Operating Partnership Units (“Preferred OP Units”) totaling $26.9 million as partial consideration for the purchase of four communities. The Preferred OP Units carry a fixed coupon of 8.0% until such time as the common share dividend is equal to or exceeds this amount for four consecutive quarters, at which time the Preferred OP Units will be entitled to receive dividends equivalent to the dividend paid to holders of common stock.

Minority interests in other partnerships

      United Dominion has limited partners in certain real estate partnerships acquired in certain merger transactions. Net income for these partnerships is allocated based upon the percentage interest owned by these limited partners in each respective real estate partnership.

Earnings per share

      Basic earnings per common share is computed based upon the weighted average number of common shares outstanding during the year. Diluted earnings per common share is computed based upon common shares outstanding plus the effect of dilutive stock options and other potentially dilutive common stock equivalents. The dilutive effect of stock options and other potentially dilutive common stock equivalents is determined using the treasury stock method based on United Dominion’s average stock price.

      The following table sets forth the computation of basic and diluted earning per share (dollars in thousands, except per share amounts):

		2004			2003			2002
Numerator for basic and diluted earnings per share — Net income available to common stockholders		$	71,892		$	24,807		$	25,805
Denominator:
Denominator for basic earnings per share — Weighted average common shares outstanding			128,711			115,109			106,257
	Non-vested restricted stock awards		(614	)		(437	)		(179	)
			128,097			114,672			106,078
Effect of dilutive securities:
Employee stock options and non-vested restricted stock awards			983			—			—
Denominator for dilutive earnings per share			129,080			114,672			106,078
Basic earnings per share		$	0.56		$	0.22		$	0.24
Diluted earnings per share		$	0.56		$	0.22		$	0.24

      The effect of the conversion of the operating partnership units, Series A Out-Performance Partnership Units, and convertible preferred stock is not dilutive and is therefore not included as a dilutive security in the earnings per share computation. The weighted average effect of the conversion of the operating partnership units for the years ended December 31, 2004, 2003, and 2002 was 10,460,639 shares, 9,690,883 shares, and 8,577,918 shares, respectively. The weighted average effect of the conversion of the Series A Out-Performance Partnership Units for the years ended December 31, 2004, 2003, and 2002 was 1,791,329 shares, 1,853,204 shares, and 1,568,000 shares, respectively. The weighted average effect of the conversion

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of the convertible preferred stock for the years ended December 31, 2004, 2003, and 2002 was 6,301,821 shares, 11,636,293 shares, and 12,307,692 shares, respectively.

2.     REAL ESTATE OWNED

      United Dominion operates in 43 markets dispersed throughout 17 states. At December 31, 2004, our largest apartment market was Southern California, where we owned 18.5% of our apartment homes, based upon carrying value. Excluding Southern California, United Dominion did not own more than 4.9% of its apartment homes in any one market, based upon carrying value.

      The following table summarizes real estate held for investment at December 31, (dollars in thousands):

	2004			2003
Land and land improvements	$	1,195,201		$	777,280
Buildings and improvements		3,602,996			2,922,395
Furniture, fixtures, and equipment		231,319			200,898
Real estate held for investment		5,029,516			3,900,573
Accumulated depreciation		(978,651	)		(809,524	)
Real estate held for investment, net	$	4,050,865		$	3,091,049

      The following is a reconciliation of the carrying amount of real estate held for investment at December 31, (dollars in thousands):

	2004			2003			2002
Balance at beginning of year	$	3,900,573		$	3,437,898		$	3,858,579
Real estate acquired		1,032,065			399,425	(a)		323,990
Capital expenditures		103,878			51,093			48,923
Transfers from development		—			12,157			29,816
Transfers to held for disposition, net		(7,000	)		—			(823,410	)
Balance at end of year	$	5,029,516		$	3,900,573		$	3,437,898

(a)  In connection with one of our acquisitions in 2003, United Dominion acquired a note receivable for $5 million that is due October 2011. The note bears interest of 9.0% that is payable in annual installments.

      The following is a reconciliation of accumulated depreciation for real estate held for investment at December 31, (dollars in thousands):

	2004		2003		2002
Balance at beginning of year	$	809,524	$	664,268	$	646,366
Depreciation expense for the year(b)		169,127		145,256		135,245
Transfers to held for disposition, net		—		—		(117,343	)
Balance at end of year	$	978,651	$	809,524	$	664,268

(b)  Includes $0.8 million, $1.0 million, and $1.2 million for 2004, 2003, and 2002, respectively, related to depreciation on non-real estate assets located at United Dominion’s apartment communities, classified as “Other depreciation and amortization” on the Consolidated Statements of Operations. Excludes

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$3.4 million and $1.3 million in 2004 and 2003, respectively, of amortization expense on the fair market value of in-place leases at the time of acquisition.

      The following is a summary of real estate held for investment by major geographic markets (in order of carrying value, excluding real estate held for disposition and real estate under development) at December 31, 2004 (dollars in thousands):

	Number of		Initial
	Apartment		Acquisition		Carrying		Accumulated
	Communities		Cost		Value		Depreciation		Encumbrances
Southern California		25	$	905,367	$	930,593	$	26,645	$	244,148
Tampa, FL		12		211,505		244,944		48,428		60,275
Houston, TX		16		185,408		244,898		56,175		29,382
Northern California		7		203,385		217,004		33,318		71,038
Orlando, FL		14		167,524		216,721		69,727		72,150
Metropolitan DC		7		197,245		213,611		21,650		82,058
Raleigh, NC		11		179,935		212,412		59,990		76,116
Dallas, TX		11		174,750		198,027		40,136		62,530
Baltimore, MD		10		145,985		162,396		28,924		17,836
Columbus, OH		6		111,315		155,494		33,490		45,864
Nashville, TN		9		111,844		152,312		35,316		39,299
Richmond, VA		9		106,136		137,496		45,034		62,207
Charlotte, NC		9		114,895		136,790		35,809		11,784
Monterey Peninsula, CA		7		85,324		136,665		17,670		—
Phoenix, AZ		7		109,487		135,856		32,518		31,670
Arlington, TX		8		109,305		127,009		30,439		25,865
Greensboro, NC		8		85,362		107,913		30,300		—
Seattle, WA		6		93,152		99,829		18,997		40,774
Denver, CO		3		92,333		99,179		17,362		—
Wilmington, NC		6		64,213		93,902		30,851		—
Portland, OR		6		88,187		91,943		10,019		15,726

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	Number of		Initial
	Apartment		Acquisition		Carrying		Accumulated
	Communities		Cost		Value		Depreciation		Encumbrances
Austin, TX		5		75,778		82,080		15,310		5,391
Atlanta, GA		6		57,669		75,604		25,435		16,886
Columbia, SC		6		52,795		64,985		24,552		—
Jacksonville, FL		3		44,788		61,251		21,629		12,455
Norfolk, VA		6		42,741		60,184		24,567		9,118
Other Southwestern		10		166,469		196,114		48,179		50,677
Other Florida		6		107,122		118,006		15,523		44,873
Other North Carolina		8		61,677		78,669		31,419		12,434
Other Mid-Atlantic		6		46,136		56,377		17,890		16,770
Other Virginia		3		30,946		47,271		12,980		14,671
Other Southeastern		2		29,840		40,989		11,710		16,368
Other Midwestern		3		20,241		23,520		4,825		5,767
Richmond Corporate		—		6,597		6,216		1,259		3,792
Commercial		—		3,255		3,256		575		—
		261	$	4,288,711	$	5,029,516	$	978,651	$	1,197,924

      The following is a summary of real estate held for disposition by major category at December 31, 2004 (dollars in thousands):

	Number		Initial
	of		Acquisition		Carrying		Accumulated
	Properties		Cost		Value		Depreciation		Encumbrances
Apartments		12	$	119,246	$	144,090	$	29,236	$	—
Land		1		3,932		3,932		—		—
			$	123,178	$	148,022	$	29,236	$	—

      The following is a summary of real estate under development by major category at December 31, 2004 (dollars in thousands):

	Number		Initial
	of		Acquisition		Carrying		Accumulated
	Properties		Cost		Value		Depreciation		Encumbrances
Apartments		3	$	24,814	$	40,241	$	—	$	—
Land		8		25,516		25,517		—		—
			$	50,330	$	65,758	$	—	$	—
Total Real Estate Owned			$	4,462,219	$	5,243,296	$	1,007,887	$	1,197,924

      In 2004, United Dominion recognized a $5.5 million charge to cover expenses associated with the damage in Florida caused by hurricanes Charley, Frances, and Jeanne. United Dominion reported that 25 of its 34 Florida communities were affected by the hurricanes.

      In 2003, United Dominion recognized a $1.4 million charge for the write-off of its investment in Realeum, Inc., an unconsolidated development joint venture created to develop web-based solutions for multifamily property and portfolio management.

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      United Dominion is pursuing its strategy of exiting markets where it views long-term growth prospects as limited and believes the redeployment of capital would enhance future growth rates and economies of scale. During the first quarter of 2002, United Dominion placed nine assets, with an aggregate net book value of $89.3 million, under contract for sale and reclassified them as real estate held for disposition. These sales closed in the second quarter of 2002 and resulted in our withdrawal from Naples, Florida; Tucson, Arizona; Las Vegas, Nevada; and substantially all of Memphis, Tennessee. Although these sales resulted in an aggregate net gain of $11.5 million, certain of these assets were sold at net selling prices below their net book values at March 31, 2002. As a result, United Dominion recorded an aggregate $2.3 million impairment loss in 2002 for the write down of a portfolio of five apartment communities in Memphis, Tennessee.

3. INCOME FROM DISCONTINUED OPERATIONS

      United Dominion adopted FASB Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” (FAS 144) as of January 1, 2002. FAS 144 requires, among other things, that the primary assets and liabilities and the results of operations of United Dominion’s real properties which have been sold subsequent to January 1, 2002, or are held for disposition subsequent to January 1, 2002, be classified as discontinued operations and segregated in United Dominion’s Consolidated Statements of Operations and Balance Sheets. Properties classified as real estate held for disposition generally represent properties that are under contract for sale and are expected to close within the next twelve months. For purposes of these financial statements, FAS 144 results in the presentation of the primary assets and liabilities and the net operating results of those properties sold or classified as held for disposition through December 31, 2004, as discontinued operations for all periods presented. The adoption of FAS 144 does not have an impact on net income available to common stockholders. FAS 144 only results in the reclassification of the operating results of all properties sold or classified as held for disposition through December 31, 2004 within the Consolidated Statements of Operations for the years ended December 31, 2004, 2003, and 2002, and the reclassification of the assets and liabilities within the Consolidated Balance Sheets as of December 31, 2004 and 2003.

      For the year ended December 31, 2004, United Dominion sold 19 communities with a total of 5,425 apartment homes, 24 townhomes from a community of 36 townhomes, and one parcel of land. At December 31, 2004, United Dominion had 12 communities with a total of 2,635 apartment homes and a net book value of $114.9 million and one parcel of land with a net book value of $3.9 million included in real estate held for disposition. During 2003, United Dominion sold seven communities with a total of 1,927 apartment homes and two commercial properties. During 2002, United Dominion sold 25 communities with a total of 6,990 apartment homes, one parcel of land, and one commercial property. The results of operations for these properties and the interest expense associated with the secured debt on these properties are classified on the Consolidated Statements of Operations in the line item entitled “Income from discontinued operations, net of minority interests.”

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      The following is a summary of income from discontinued operations for the years ended December 31, (dollars in thousands):

	2004			2003			2002
Rental income	$	46,223		$	71,675		$	107,932
Rental expenses		20,460			30,196			43,465
Real estate depreciation		8,847			17,687			25,110
Interest		—			—			4,420
Loss on early debt retirement		—			—			3,805
Impairment loss on real estate		—			—			2,301
Other expenses		88			157			220
		29,395			48,040			79,321
Income before net gain on sale of land and depreciable property, and minority interests		16,828			23,635			28,611
Net gain on the sale of land and depreciable property		52,903			15,941			32,698
Income before minority interests		69,731			39,576			61,309
Minority interests on income from discontinued operations		(4,400	)		(2,521	)		(3,789	)
Income from discontinued operations, net of minority interests	$	65,331		$	37,055		$	57,520

4. SECURED DEBT

      Secured debt on continuing and discontinued operations of United Dominion’s real estate portfolio, which encumbers $1.9 billion or 36% of real estate owned ($3.3 billion or 64% of United Dominion’s real estate owned is unencumbered) consists of the following as of December 31, 2004 (dollars in thousands):

					Weighted			Weighted		Number of
					Average			Average		Properties
	Principal Outstanding				Interest Rate			Years to Maturity		Encumbered
	2004		2003		2004			2004		2004
Fixed Rate Debt
Mortgage notes payable	$	428,223	$	174,520		5.76	%		5.8		21
Tax-exempt secured notes payable		39,160		42,540		6.14	%		16.9		4
Fannie Mae credit facilities		288,875		288,875		6.40	%		6.2		9
Fannie Mae credit facilities — swapped		—		17,000		n/a			n/a		n/a
Total fixed rate secured debt		756,258		522,935		6.03	%		6.5		34

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					Weighted			Weighted		Number of
					Average			Average		Properties
	Principal Outstanding				Interest Rate			Years to Maturity		Encumbered
	2004		2003		2004			2004		2004
Variable Rate Debt
Mortgage notes payable		45,758		46,185		3.01	%		7.1		4
Tax-exempt secured note payable		7,770		7,770		1.72	%		23.5		1
Fannie Mae credit facilities		367,469		370,469		2.67	%		7.6		47
Freddie Mac credit facility		20,669		70,669		2.64	%		2.2		8
Total variable rate secured debt		441,666		495,093		2.68	%		7.6		60
Total secured debt	$	1,197,924	$	1,018,028		4.79	%		6.9		94

Fixed Rate Debt

      Mortgage notes payable Fixed rate mortgage notes payable are generally due in monthly installments of principal and interest and mature at various dates from August 2005 through July 2027 and carry interest rates ranging from 4.10% to 8.50%.

      Tax-exempt secured notes payable Fixed rate mortgage notes payable that secure tax-exempt housing bond issues mature at various dates from May 2008 through March 2031 and carry interest rates ranging from 5.30% to 6.75%. Interest on these notes is generally payable in semi-annual installments.

      Secured credit facilities At December 31, 2004, United Dominion’s fixed rate secured credit facilities consisted of $288.9 million of the $656.3 million outstanding on an $860 million aggregate commitment under four revolving secured credit facilities with Fannie Mae. The Fannie Mae credit facilities are for an initial term of ten years, bear interest at floating and fixed rates, and can be extended for an additional five years at United Dominion’s discretion.

Variable Rate Debt

      Mortgage notes payable Variable rate mortgage notes payable are generally due in monthly installments of principal and interest and mature at various dates from January 2005 through July 2013. As of December 31, 2004, these notes had interest rates ranging from 2.83% to 4.03%.

      Tax-exempt secured note payable The variable rate mortgage note payable that secures tax-exempt housing bond issues matures in July 2028. As of December 31, 2004, this note had an interest rate of 1.72%. Interest on this note is payable in monthly installments.

      Secured credit facilities At December 31, 2004, United Dominion’s variable rate secured credit facilities consisted of $367.5 million outstanding on the Fannie Mae credit facilities and $20.7 million outstanding on the Freddie Mac credit facility. As of December 31, 2004, the variable rate Fannie Mae credit facilities had a weighted average floating rate of interest of 2.67% and the Freddie Mac credit facility had a weighted average floating rate of interest of 2.64%.

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      The aggregate maturities of secured debt for the fifteen years subsequent to December 31, 2004 are as follows (dollars in thousands):

		Fixed						Variable
		Mortgage		Tax-Exempt		Credit		Mortgage		Tax-Exempt		Credit
Year		Notes		Notes		Facilities		Notes		Notes		Facilities		TOTAL
	2005	$	22,945	$	305	$	—	$	4,642	$	—	$	—	$	27,892
	2006		63,879		320		—		3,701		—		—		67,900
	2007		87,481		345		—		—		—		20,669		108,495
	2008		8,538		5,145		—		—		—		—		13,683
	2009		26,768		245		—		—		—		—		27,013
	2010		71,084		265		138,875		—		—		—		210,224
	2011		11,759		280		50,000		—		—		114,513		176,552
	2012		58,834		300		100,000		—		—		52,956		212,090
	2013		61,751		315		—		37,415		—		200,000		299,481
	2014		651		340		—		—		—		—		991
	2015		703		12,815		—		—		—		—		13,518
	2016		760		—		—		—		—		—		760
	2017		821		—		—		—		—		—		821
	2018		887		—		—		—		—		—		887
	2019		958		—		—		—		—		—		958
	Thereafter		10,404		18,485		—		—		7,770		—		36,659
		$	428,223	$	39,160	$	288,875	$	45,758	$	7,770	$	388,138	$	1,197,924

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5. UNSECURED DEBT

      A summary of unsecured debt as of December 31, 2004 and 2003 is as follows (dollars in thousands):

		2004		2003
Commercial Banks
	Borrowings outstanding under an unsecured credit facility due March 2006(a)	$	278,100	$	137,900
Senior Unsecured Notes — Other
	7.67% Medium-Term Notes due January 2004		—		46,585
	7.73% Medium-Term Notes due April 2005		21,100		21,100
	7.02% Medium-Term Notes due November 2005		49,760		49,760
	Verano Construction Loan due February 2006		24,820		—
	7.95% Medium-Term Notes due July 2006		85,374		85,374
	7.07% Medium-Term Notes due November 2006		25,000		25,000
	7.25% Notes due January 2007		92,255		92,255
	4.30% Medium-Term Notes due July 2007		75,000		—
	4.50% Medium-Term Notes due March 2008		200,000		200,000
	ABAG Tax-Exempt Bonds due August 2008		46,700		46,700
	8.50% Monthly Income Notes due November 2008		29,081		29,081
	4.25% Medium-Term Notes due January 2009		50,000		50,000
	6.50% Notes due June 2009		200,000		200,000
	3.90% Medium-Term Notes due March 2010		50,000		—
	5.00% Medium-Term Notes due January 2012		100,000		—
	5.13% Medium-Term Notes due January 2014		200,000		75,000
	5.25% Medium-Term Notes due January 2015		100,000		—
	8.50% Debentures due September 2024		54,118		54,118
	Other(b)		750		1,136
			1,403,958		976,109
	Total Unsecured Debt	$	1,682,058	$	1,114,009

(a)  United Dominion has a three-year $500 million unsecured revolving credit facility. If United Dominion receives commitments from additional lenders or if the initial lenders increase their commitments, United Dominion will be able to increase the credit facility to $650 million. At United Dominion’s option, the credit facility can be extended for one year to March 2007.

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      The following is a summary of short-term bank borrowings under United Dominion’s bank credit facility at December 31, (dollars in thousands):

	2004			2003			2002
Total revolving credit facilities at December 31	$	500,000		$	500,000		$	475,000
Borrowings outstanding at December 31		278,100			137,900			275,800
Weighted average daily borrowings during the year		127,665			171,179			256,493
Maximum daily borrowings during the year		356,500			272,800			411,600
Weighted average interest rate during the year		2.0	%		2.1	%		3.0	%
Weighted average interest rate at December 31		2.7	%		1.6	%		2.5	%
Weighted average interest rate at December 31 — after giving effect to swap agreements		2.7	%		4.2	%		6.8	%

      At December 31, 2004, all of United Dominion’s interest rate swap agreements associated with commercial bank borrowings had matured.

(b)  Represents deferred gains from the termination of interest rate risk management agreements.

6. STOCKHOLDERS’ EQUITY

Preferred Stock

      The Series B Cumulative Redeemable Preferred Stock has no stated par value and a liquidation preference of $25 per share. The Series B has no voting rights except as required by law. The Series B has no stated maturity and is not subject to any sinking fund or mandatory redemption and is not convertible into any of our other securities. The Series B is not redeemable prior to May 29, 2007. On or after this date, the Series B may be redeemed for cash at our option, in whole or in part, at a redemption price of $25 per share plus accrued and unpaid dividends. The redemption price is payable solely out of the sale proceeds of other capital stock. All dividends due and payable on the Series B have been accrued or paid as of the end of each fiscal year.

      Distributions declared on the Series B in 2004 were $2.15 per share or $0.5375 per quarter. The Series B is listed on the NYSE under the symbol “UDRpfb.” At December 31, 2004, a total of 5,416,009 shares of the Series B were outstanding.

      All of the remaining outstanding shares of our Series D Cumulative Convertible Redeemable Preferred Stock have been converted by the holder into shares of our common stock. The Series D had no stated maturity, no stated par value, no voting rights except as required by law, and a liquidation preference of $25 per share. The Series D was convertible at any time into 1.5385 shares of common stock, subject to certain adjustments, at the option of the holder of the Series D. We had the option to redeem at any time all or part of the Series D at a price per share of $25, payable in cash, plus all accrued and unpaid dividends, provided that the current market price of our common stock was at least equal to the conversion price, initially set at $16.25 per share.

      In 2004, United Dominion exercised its right to redeem the remaining 2 million shares of Series D that were outstanding. Upon receipt of our redemption notice, the shares to be redeemed were converted by the holder into 3,076,769 shares of common stock at a price of $16.25 per share. In 2003, we exercised our right to redeem 6 million shares of our Series D. Upon receipt of our redemption notice, the 6 million shares to be redeemed were converted by the holder into 9,230,923 shares of common stock at a price of $16.25 per share. As a result, United Dominion recognized $5.7 million and $19.3 million in premium on preferred stock conversions in 2004 and 2003, respectively. The premium amount recognized to convert

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these shares represents the cumulative accretion to date between the conversion value of the preferred stock and the value at which it was recorded at the time of issuance.

      Distributions declared on the Series D in 2004 were $2.09 per share or $0.5223 per quarter. The Series D was not listed on an exchange. At December 31, 2004, there were no outstanding shares of the Series D.

      The Series E Cumulative Convertible Preferred Stock has no stated par value and a liquidation preference of $16.61 per share. Subject to certain adjustments and conditions, each share of the Series E is convertible at any time and from time to time at the holder’s option into one share of our common stock. The holders of the Series E are entitled to vote on an as-converted basis as a single class in combination with the holders of common stock at any meeting of our stockholders for the election of directors or for any other purpose on which the holders of common stock are entitled to vote. The Series E has no stated maturity and is not subject to any sinking fund or any mandatory redemption.

      In 2004, Series E holders converted a total of 621,405 shares of Series E into 621,405 shares of our common stock.

      Distributions declared on the Series E in 2004 were $1.33 per share or $0.3322 per quarter. The Series E is not listed on any exchange. At December 31, 2004, a total of 2,803,812 shares of the Series E were outstanding.

Officers’ Stock Purchase and Loan Plan

      United Dominion’s notes receivable from certain officers matured in June 2004 and were satisfied in accordance with their terms. The purpose of the loans was for the borrowers to purchase shares of United Dominion’s common stock pursuant to United Dominion’s 1991 Stock Purchase and Loan Plan. The loans were evidenced by promissory notes between the borrowers and United Dominion and secured by a pledge of the shares of common stock.

      In addition, United Dominion had entered into a Servicing and Purchase Agreement (the “Servicing Agreement”) with SunTrust Bank (the “Bank”) whereby United Dominion acted as servicing agent for and to purchase certain loans made by the Bank to officers and directors of United Dominion (the “Borrowers”) to finance the purchase of shares of United Dominion’s common stock. The loans were evidenced by promissory notes (“Notes”) between each Borrower and the Bank. The Servicing Agreement provided that the Bank could require United Dominion to purchase the Notes upon an event of default by the Borrower or United Dominion under the Servicing Agreement and at certain other times during the term of the Servicing Agreement. All of the Notes matured in June 2004 and were satisfied in accordance with their terms.

Dividend Reinvestment and Stock Purchase Plan

      United Dominion’s Dividend Reinvestment and Stock Purchase Plan (the “Stock Purchase Plan”) allows common and preferred stockholders the opportunity to purchase, through the reinvestment of cash dividends, additional shares of United Dominion’s common stock. As of December 31, 2004, 9,793,191 shares of common stock had been issued under the Stock Purchase Plan. Shares in the amount of 4,206,809 were reserved for further issuance under the Stock Purchase Plan as of December 31, 2004. During 2004, 111,941 shares were issued under the Stock Purchase Plan for a total consideration of approximately $2.2 million.

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Restricted Stock Awards

      United Dominion’s 1999 Long-Term Incentive Plan (“LTIP”) authorizes the grant of restricted stock awards to employees, officers, consultants, and directors of United Dominion. Deferred compensation expense is recorded over the vesting period and is based upon the value of the common stock on the date of issuance. As of December 31, 2004, 682,460 shares of restricted stock have been issued under the LTIP.

Shareholder Rights Plan

      United Dominion’s 1998 Shareholder Rights Plan is intended to protect long-term interests of stockholders in the event of an unsolicited, coercive or unfair attempt to take over United Dominion. The plan authorized a dividend of one Preferred Share Purchase Right (the “Rights”) on each share of common stock outstanding. Each Right, which is not currently exercisable, will entitle the holder to purchase 1/1000 of a share of a new series of United Dominion’s preferred stock, to be designated as Series C Junior Participating Cumulative Preferred Stock, at a price to be determined upon the occurrence of the event, and for which the holder must be paid $45 should the takeover occur. Under the Plan, the rights will be exercisable if a person or group acquires more than 15% of United Dominion’s common stock or announces a tender offer that would result in the ownership of 15% of United Dominion’s common stock.

7. FINANCIAL INSTRUMENTS

      The following estimated fair values of financial instruments were determined by United Dominion using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair values. Accordingly, the estimates presented herein are not necessarily indicative of the amounts United Dominion would realize on the disposition of the financial instruments. The use of different market assumptions or estimation methodologies may have a material effect on the estimated fair value amounts. The carrying amounts and estimated fair value of United Dominion’s financial instruments as of December 31, 2004 and 2003, are summarized as follows (dollars in thousands):

	2004				2003
	Carrying				Carrying
	Amount		Fair Value		Amount			Fair Value
Secured debt	$	1,197,924	$	1,228,953	$	1,018,028		$	1,063,415
Unsecured debt		1,682,058		1,654,760		1,114,009			1,162,910
Interest rate swap agreements		n/a		n/a		(1,633	)		(1,633	)

      The following methods and assumptions were used by United Dominion in estimating fair values.

Cash equivalents

      The carrying amount of cash equivalents approximates fair value.

Notes receivable

      In April 2004, United Dominion received a promissory note in the principal amount of $75.6 million that matured in December 2004. The note was received in connection with the sale of a portfolio of properties. In August 2003, United Dominion received a promissory note in the principal amount of $8 million that was due September 2006. The note was secured by a second lien on a property that United Dominion managed and had an option to purchase. As of December 31, 2004, United Dominion had received all proceeds on this note. In June 2003, United Dominion received a promissory note in the

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principal amount of $5 million that is due October 2011. The note was received in connection with one of our acquisitions and bears interest of 9.0% that is payable in annual installments. The carrying amount of the note receivable approximates fair value.

Secured and unsecured debt

      Estimated fair value is based on mortgage rates, tax-exempt bond rates, and corporate unsecured debt rates believed to be available to United Dominion for the issuance of debt with similar terms and remaining lives. The carrying amount of United Dominion’s variable rate secured debt approximates fair value as of December 31, 2004 and 2003. The carrying amounts of United Dominion’s borrowings under variable rate unsecured debt arrangements, short-term revolving credit agreements, and lines of credit approximate their fair values as of December 31, 2004 and 2003.

Derivative financial instruments

      At December 31, 2004, United Dominion has no derivative financial instruments reported on its Consolidated Balance Sheet.

      For the years ended December 31, 2004, 2003, and 2002, United Dominion recognized $1.9 million, $8.1 million, and $4.9 million, respectively, of unrealized gains in comprehensive income. For the year ended December 31, 2004, United Dominion recognized a loss of $0.2 million in net income related to the ineffective portion of United Dominion’s hedging instruments. For the years ended December 31, 2003 and 2002, United Dominion recognized $0.3 million and $0.05 million in realized gains, respectively, in net income related to the ineffective portion of United Dominions hedging instruments. In addition, United Dominion recognized $1.6 million of derivative financial instrument liabilities on the Consolidated Balance Sheets within the line item “Accounts payable, accrued expenses, and other liabilities” for the year ended December 31, 2003.

8. EMPLOYEE BENEFIT PLANS

Profit Sharing Plan

      The United Dominion Realty Trust, Inc. Profit Sharing Plan (the “Plan”) is a defined contribution plan covering all eligible full-time employees. Under the Plan, United Dominion makes discretionary profit sharing and matching contributions to the Plan as determined by the Compensation Committee of the Board of Directors. Aggregate provisions for contributions, both matching and discretionary, which are included in United Dominion’s Consolidated Statements of Operations for the three years ended December 31, 2004, 2003, and 2002 were $0.6 million, $0.3 million, and $0.4 million, respectively.

Stock Option Plan

      In May 2001, the stockholders of United Dominion approved the 1999 Long-Term Incentive Plan (the “LTIP”), which supersedes the 1985 Stock Option Plan. With the approval of the LTIP, no additional grants will be made under the 1985 Stock Option Plan. The LTIP authorizes the granting of awards which may take the form of options to purchase shares of common stock, stock appreciation rights, restricted stock, dividend equivalents, other stock-based awards, and any other right or interest relating to common stock or cash. The Board of Directors reserved 4 million shares for issuance upon the grant or exercise of awards under the LTIP. The LTIP generally provides, among other things, that options are granted at exercise prices not lower than the market value of the shares on the date of grant and that options granted must be exercised within ten years. The maximum number of shares of stock that may be issued subject to incentive stock options is 4 million shares. Shares under options that expire or are cancelable are available for subsequent grant.

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      Pro forma information regarding net income and earnings per share is required for periods prior to the adoption of the fair-value-based accounting method by FASB Statement No. 123 “Accounting for Stock-Based Compensation” (FAS 123), and has been determined as if United Dominion had accounted for its employee stock options under the fair value method of accounting as defined in FAS 123. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions for 2002:

	2002
Risk free interest rate		4.1	%
Dividend yield		7.7	%
Volatility factor		0.177
Weighted average expected life (years)		4

      There were no options granted during 2004 or 2003. The weighted average fair value of options granted during 2002 was $0.84 per option.

      The following table illustrates the unaudited effect on net income available to common stockholders and earnings per share if the fair value based method had been applied to all outstanding and unvested share options for the years presented (dollars in thousands):

		2003			2002
Reported net income available to common stockholders		$	24,807		$	25,805
Compensation expense for stock options determined under the fair value based method			(292	)		(380	)
Pro forma net income available to common stockholders		$	24,515		$	25,425
Earnings per common share — basic
	As reported	$	0.22		$	0.24
	Pro forma		0.21			0.24
Earnings per common share — diluted
	As reported	$	0.22		$	0.24
	Pro forma		0.21			0.24

      Compensation expense related to restricted stock awards is not presented in the table above because the expense amount is the same under APB No. 25 and Statement 123 and, therefore, is already reflected in net income.

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      A summary of United Dominion’s stock option activity during the three years ended December 31, 2004 is provided in the following table:

	Number			Weighted Average		Range of
	Outstanding			Exercise Price		Exercise Prices
Balance, December 31, 2001		4,612,372		$	11.90	$	9.63-$15.38
Granted		143,548			14.26		14.15-14.88
Exercised		(1,000,592	)		11.68		9.63-15.38
Forfeited		(87,999	)		11.04		9.63-15.25
Balance, December 31, 2002		3,667,329		$	12.01	$	9.63-$15.38
Granted		—			—		—
Exercised		(1,106,142	)		12.41		9.63-15.38
Forfeited		(25,000	)		9.65		9.63-9.88
Balance, December 31, 2003		2,536,187		$	11.88	$	9.63-$15.38
Granted		—			—		—
Exercised		(562,064	)		11.90		9.63-15.25
Forfeited		(13,500	)		12.02		10.88-13.96
Balance, December 31, 2004		1,960,623		$	11.88	$	9.63-$15.38
Exercisable at December 31,
2002		2,793,811		$	11.97	$	9.63-$15.38
2003		2,207,685			11.77		9.63-15.38
2004		1,938,343			11.84		9.63-15.38

      The weighted average remaining contractual life on all options outstanding is 5.0 years. 780,677 of share options had exercise prices between $9.63 and $10.88, 689,129 of share options had exercise prices between $11.15 and $12.23, and 490,817 of share options had exercise prices between $13.76 and $15.38.

      As of December 31, 2004 and 2003, stock-based awards for 2,890,251 and 3,028,920 shares of common stock, respectively, were available for future grants under the 1999 LTIP’s existing authorization.

9. COMMITMENTS AND CONTINGENCIES

Commitments

Real Estate Under Development

      United Dominion is committed to completing its real estate currently under development, which has an estimated cost to complete of $64.0 million as of December 31, 2004.

Land and Other Leases

      United Dominion is party to several ground leases relating to operating communities. In addition, United Dominion is party to various other operating leases related to the operation of its regional offices. Future minimum lease payments for non-cancelable land and other leases as of December 31, 2004 are as follows (dollars in thousands):

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	Ground		Operating
	Leases		Leases
2005	$	1,060	$	649
2006		1,060		320
2007		1,060		65
2008		1,060		4
2009		1,064		—
Thereafter		22,303		—
Total	$	27,607	$	1,038

      United Dominion incurred $1.9 million of rent expense for each of the years ended December 31, 2004 and 2003. United Dominion incurred $2.0 million of rent expense for the year ended December 31, 2002.

Contingencies

Series B Out-Performance Program

      In May 2003, the stockholders of United Dominion approved the Series B Out-Performance Program (the “Series B Program”) pursuant to which certain executive officers of United Dominion (the “Participants”) were given the opportunity to invest indirectly in United Dominion by purchasing interests in a limited liability company (the “Series B LLC”), the only asset of which is a special class of partnership units of United Dominion Realty, L.P. (“Series B Out-Performance Partnership Shares” or “Series B OPPSs”) . The purchase price for the Series B OPPSs was determined by United Dominion’s board of directors to be $1 million, assuming 100% participation, and was based upon the advice of an independent valuation expert. The Series B Program will measure the cumulative total return on our common stock over the 24-month period from June 1, 2003 to May 31, 2005.

      The Series B Program is designed to provide participants with the possibility of substantial returns on their investment if the total cumulative return on United Dominion’s common stock, as measured by the cumulative amount of dividends paid plus share price appreciation during the measurement period (a) exceeds the cumulative total return of the Morgan Stanley REIT Index peer group index over the same period; and (b) is at least the equivalent of a 22% total return, or 11% annualized.

      At the conclusion of the measurement period, if United Dominion’s total cumulative return satisfies these criteria, the Series B LLC as holder of the Series B OPPSs will receive (for the indirect benefit of the Participants as holders of interests in the Series B LLC) distributions and allocations of income and loss from the Operating Partnership (accounted for on a consistent basis with all other OP Units) equal to the distributions and allocations that would be received on the number of OP Units obtained by:

      i. determining the amount by which the cumulative total return of United Dominion’s common stock over the measurement period exceeds the greater of the cumulative total return of the Morgan Stanley REIT Index, which is the peer group index, or the minimum return (such excess being the “excess return”);

      ii. multiplying 5% of the excess return by United Dominion’s market capitalization (defined as the average number of shares outstanding over the 24-month period, including common stock, OP Units, outstanding options, and convertible securities) multiplied by the daily closing price of United Dominion’s common stock, up to a maximum of 2% of market capitalization; and

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      iii. dividing the number obtained in (ii) by the market value of one share of United Dominion’s common stock on the valuation date, determined by the volume-weighted average price per day of common stock for the 20 trading days immediately preceding the valuation date.

      If, on the valuation date, the cumulative total return of United Dominion’s common stock does not meet the minimum return, then the participants will forfeit their entire initial investment.

Litigation and Legal Matters

      United Dominion is subject to various legal proceedings and claims arising in the ordinary course of business. United Dominion cannot determine the ultimate liability with respect to such legal proceedings and claims at this time. United Dominion believes that such liability, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on our financial condition, results of operations or cash flow.

10. INDUSTRY SEGMENTS

      United Dominion owns and operates multifamily apartment communities throughout the United States that generate rental and other property related income through the leasing of apartment units to a diverse base of tenants. United Dominion separately evaluates the performance of each of its apartment communities. However, because each of the apartment communities has similar economic characteristics, facilities, services, and tenants, the apartment communities have been aggregated into a single apartment communities segment. All segment disclosure is included in or can be derived from United Dominion’s consolidated financial statements.

      There are no tenants that contributed 10% or more of United Dominion’s total revenues during 2004, 2003, or 2002.

11. UNAUDITED SUMMARIZED CONSOLIDATED QUARTERLY FINANCIAL DATA

      Summarized consolidated quarterly financial data for the year ended December 31, 2004, with restated amounts that reflect discontinued operations as of December 31, 2004, is as follows (dollars in thousands, except per share amounts):

		Three Months Ended
		Previously				Previously				Previously
		Reported		Restated		Reported		Restated		Reported		Restated
		March 31(a)		March 31(a)		June 30(a)		June 30(a)		September 30(a)		September 30(a)		December 31(a)
Rental income(b)		$	154,874	$	143,282	$	156,754	$	146,965	$	155,136	$	150,191	$	163,832
Income before minority interests and discontinued operations			13,744		9,914		15,016		11,534		6,712		5,160		5,838
Gain on sale of land and depreciable property			1,205		1,205		13,814		13,814		20,220		20,220		17,664
Income from discontinued operations, net of minority interests			2,092		5,685		14,067		17,338		21,146		22,615		19,693
Net income available to common stockholders			8,665		8,665		21,855		21,855		21,160		21,160		20,212
Earnings per common share:
	Basic	$	0.07	$	0.07	$	0.17	$	0.17	$	0.17	$	0.17	$	0.15
	Diluted		0.07		0.07		0.17		0.17		0.17		0.17		0.15

(a)  The first, second, and third quarters of 2004 each include $1.6 million of expense for premiums paid for the conversion of shares of Series D preferred stock into common stock. The fourth quarter of

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	2004 includes $1.0 million of expense for premiums paid for the conversion of shares of Series D preferred stock into common stock.
(b)	Represents rental income from continuing operations.

      Summarized consolidated quarterly financial data for the year ended December 31, 2003, with restated amounts that reflect discontinued operations as of December 31, 2004, is as follows (dollars in thousands, except per share amounts):

		Three Months Ended
		Previously				Previously						Previously				Previously
		Reported		Restated		Reported			Restated			Reported		Restated		Reported		Restated
		March 31		March 31		June 30(a)			June 30(a)			September 30(a)		September 30(a)		December 31(a)		December 31(a)
Rental income(b)		$	137,914	$	133,052	$	138,983		$	134,085		$	141,863	$	137,025	$	143,617	$	138,732
Income before minority interests and discontinued operations			7,878		6,392		11,288			9,722			9,748		8,415		9,967		8,560
Gain/(loss) on sale of land and depreciable property			1,045		1,045		(112	)		(112	)		7,215		7,215		7,793		7,793
Income from discontinued operations, net of minority interests			5,991		7,383		4,277			5,743			10,793		12,042		10,571		11,887
Net income available to common stockholders			6,494		6,494		2,702			2,702			1,242		1,242		14,369		14,369
Earnings per common share:
	Basic	$	0.06	$	0.06	$	0.02		$	0.02		$	0.01	$	0.01	$	0.13	$	0.13
	Diluted		0.06		0.06		0.02			0.02			0.01		0.01		0.12		0.13

(a)	The second, third, and fourth quarters of 2003 include $6.3 million, $12.1 million, and $0.9 million of expense, respectively, for premiums paid for the conversion of shares of Series D preferred stock into common stock.
(b)	Represents rental income from continuing operations.

12. SUBSEQUENT EVENTS

      On December 16, 2004, eBay announced that it had agreed to acquire privately held Rent.com, a leading Internet listing web site in the apartment and rental housing industry, for approximately $415 million plus acquisition costs, net of Rent.com’s cash on hand. United Dominion owns shares in Rent.com. On February 23, 2005, eBay announced that it had completed the transaction. As a result, United Dominion received cash proceeds and recorded a one-time pre-tax gain of $12.3 million on the sale.

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SCHEDULE III — REAL ESTATE OWNED

FOR THE YEAR ENDED DECEMBER 31, 2004

(in thousands)

									Cost of
									Improvements			Gross Amount at Which
			Initial Costs						Capitalized			Carried at Close of Period
							Total		Subsequent
			Land and		Buildings		Initial		to Acquisition			Land and		Buildings		Total		Accumulated
			Land		and		Acquisition		(Net of			Land		and		Carrying		Depreciation		Date of
	Encumbrances		Improvements		Improvements		Costs		Disposals)			Improvements		Improvements		Value(A)		(B)		Construction		Date Acquired
Pine Avenue	$	11,191	$	2,158	$	8,888	$	11,046	$	3,990		$	2,855	$	12,181	$	15,036	$	2,364		1987		12/07/98
Grand Terrace		—		2,144		6,595		8,739		1,386			2,248		7,877		10,125		1,977		1986		06/30/99
Windemere at Sycamore Highland		—		5,810		23,450		29,260		312			5,812		23,760		29,572		3,043		2001		11/21/02
Harbor Greens		—		20,477		28,538		49,015		5,313			20,476		33,852		54,328		2,792		1965		06/12/03
Pine Brook Village		18,270		2,582		25,504		28,086		2,268			2,582		27,772		30,354		2,370		1979		06/12/03
Windjammer		19,145		7,345		22,623		29,968		3,192			7,345		25,815		33,160		2,116		1971		06/12/03
Huntington Vista		—		8,056		22,486		30,542		2,284			8,055		24,771		32,826		2,095		1970		06/12/03
Pacific Palms		—		12,285		6,181		18,466		535			12,304		6,697		19,001		618		1962		07/31/03
Missions at Back Bay		—		229		14,129		14,358		113			10,619		3,852		14,471		267		1969		12/16/03
Presidio at Rancho Del Oro		13,325		9,164		22,695		31,859		359			9,184		23,034		32,218		720		1987		06/25/04
Coronado at Newport — North		56,481		62,516		46,082		108,598		1,461			62,516		47,543		110,059		521		1968		10/28/04
Huntington Villas		—		61,535		18,017		79,552		123			61,537		18,138		79,675		298		1972		09/30/04
Villa Venetia		—		70,825		24,179		95,004		87			70,825		24,266		95,091		278		1972		10/28/04
The Crest		61,350		21,954		67,809		89,763		(27	)		21,954		67,782		89,736		1,010		1989		09/30/04
Vista Del Rey		—		10,671		7,080		17,751		75			10,671		7,155		17,826		112		1969		09/30/04
Foxborough		—		12,071		6,187		18,258		88			12,075		6,271		18,346		99		1969		09/30/04
Villas at Carlsbad		9,653		6,517		10,717		17,234		276			6,517		10,993		17,510		116		1966		10/28/04
Rosebeach		—		8,414		17,449		25,863		88			8,414		17,537		25,951		264		1970		09/30/04
The Villas at San Dimas		13,084		8,181		16,735		24,916		113			8,181		16,848		25,029		181		1981		10/28/04
The Villas at Bonita		8,324		4,498		11,699		16,197		86			4,498		11,785		16,283		127		1981		10/28/04
Ocean Villa		10,089		5,135		12,788		17,923		346			5,135		13,134		18,269		139		1965		10/28/04
Waterstone at Murrieta		—		10,598		34,703		45,301		151			10,598		34,854		45,452		345		1990		11/02/04
Summit at Mission Bay		—		22,599		17,181		39,780		136			22,599		17,317		39,916		180		1953		11/01/04
The Arboretum		23,236		29,562		14,146		43,708		700			29,562		14,846		44,408		163		1970		10/28/04
Rancho Vallecitos		—		3,303		10,877		14,180		1,771			3,420		12,531		15,951		4,450		1988		10/13/99
Southern California		244,148		408,629		496,738		905,367		25,226			419,982		510,611		930,593		26,645

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SCHEDULE III — REAL ESTATE OWNED — (Continued)
									Cost of
									Improvements		Gross Amount at Which
			Initial Costs						Capitalized		Carried at Close of Period
							Total		Subsequent
			Land and		Buildings		Initial		to Acquisition		Land and		Buildings		Total		Accumulated
			Land		and		Acquisition		(Net of		Land		and		Carrying		Depreciation		Date of
	Encumbrances		Improvements		Improvements		Costs		Disposals)		Improvements		Improvements		Value(A)		(B)		Construction		Date Acquired
Bay Cove		—		2,929		6,578		9,507		5,639		3,528		11,618		15,146		5,982		1972		12/16/92
Summit West		—		2,176		4,710		6,886		4,115		2,530		8,471		11,001		4,395		1972		12/16/92
Pinebrook		—		1,780		2,458		4,238		3,907		2,037		6,108		8,145		3,811		1977		09/28/93
Lakewood Place		9,856		1,395		10,647		12,042		2,206		1,650		12,598		14,248		4,996		1986		03/10/94
Hunter’s Ridge		10,312		2,462		10,942		13,404		2,625		3,016		13,013		16,029		5,010		1992		06/30/95
Bay Meadow		—		2,892		9,254		12,146		3,616		3,459		12,303		15,762		4,398		1985		12/09/96
Cambridge		—		1,791		7,166		8,957		2,016		2,127		8,846		10,973		3,011		1985		06/06/97
Laurel Oaks		—		1,362		6,542		7,904		1,926		1,614		8,216		9,830		2,686		1986		07/01/97
Parker’s Landing		—		10,178		37,869		48,047		3,743		9,381		42,409		51,790		9,455		1991		12/07/98
Sugar Mill Creek		7,633		2,242		7,553		9,795		1,307		2,391		8,711		11,102		2,090		1988		12/07/98
Inlet Bay		—		7,702		23,150		30,852		2,283		7,729		25,406		33,135		2,401		1988/89		06/30/03
MacAlpine Place		32,474		10,869		36,858		47,727		56		10,869		36,914		47,783		193		2001		12/01/04
Tampa, FL		60,275		47,778		163,727		211,505		33,439		50,331		194,613		244,944		48,428
Woodtrail		—		1,543		5,457		7,000		2,871		1,766		8,105		9,871		3,435		1978		12/31/96
Green Oaks		—		5,314		19,626		24,940		4,179		6,079		23,040		29,119		7,314		1985		06/25/97
Sky Hawk		—		2,298		7,158		9,456		2,371		2,753		9,074		11,827		3,458		1984		05/08/97
South Grand at Pecan Grove		5,812		4,058		14,756		18,814		6,438		4,954		20,298		25,252		6,665		1985		09/26/97
Braesridge		9,985		3,048		10,962		14,010		2,826		3,524		13,312		16,836		4,285		1982		09/26/97
Skylar Pointe		—		3,604		11,592		15,196		4,931		3,751		16,376		20,127		5,902		1979		11/20/97
Stone Canyon		—		900		—		900		9,513		1,328		9,085		10,413		2,447		1998		12/17/97
Chelsea Park		4,741		1,991		5,788		7,779		2,422		2,457		7,744		10,201		2,612		1983		03/27/98
Country Club Place		3,918		499		6,520		7,019		1,458		680		7,797		8,477		2,286		1985		03/27/98
Arbor Ridge		1,290		1,689		6,684		8,373		929		2,112		7,190		9,302		2,379		1983		03/27/98
London Park		1,918		2,018		6,668		8,686		2,402		2,522		8,566		11,088		2,961		1983		03/27/98
Marymont		—		1,151		4,155		5,306		1,185		1,184		5,307		6,491		1,377		1983		03/27/98
Riviera Pines		1,718		1,414		6,454		7,868		1,720		1,486		8,102		9,588		1,871		1979		03/27/98
Towne Lake		—		1,334		5,309		6,643		1,842		1,654		6,831		8,485		2,296		1984		03/27/98
The Legend at Park 10		—		1,995		—		1,995		11,850		3,927		9,918		13,845		4,236		1998		05/19/98
The Bradford		—		1,151		40,272		41,423		2,553		6,616		37,360		43,976		2,651		1990/91		11/20/03
Houston, TX		29,382		34,007		151,401		185,408		59,490		46,793		198,105		244,898		56,175
Foothills Tennis Village		13,735		3,618		14,542		18,160		1,396		3,746		15,810		19,556		3,480		1988		12/07/98
Woodlake Village		26,811		6,772		26,967		33,739		2,985		7,026		29,698		36,724		6,928		1979		12/07/98
2000 Post Street		—		9,861		44,578		54,439		1,088		9,964		45,563		55,527		7,599		1987		12/07/98
Birch Creek		7,584		4,365		16,696		21,061		3,081		4,632		19,510		24,142		4,067		1968		12/07/98
Highlands of Marin		—		5,996		24,868		30,864		1,054		6,090		25,828		31,918		5,064		1991		12/07/98
Marina Playa		12,842		6,224		23,916		30,140		3,899		6,489		27,550		34,039		5,913		1971		12/07/98
Crossroads		10,066		4,812		10,170		14,982		116		4,812		10,286		15,098		267		1986		7/28/04
Northern California		71,038		41,648		161,737		203,385		13,619		42,759		174,245		217,004		33,318

76

UNITED DOMINION REALTY TRUST, INC.
SCHEDULE III — REAL ESTATE OWNED — (Continued)
									Cost of
									Improvements		Gross Amount at Which
			Initial Costs						Capitalized		Carried at Close of Period
							Total		Subsequent
			Land and		Buildings		Initial		to Acquisition		Land and		Buildings		Total		Accumulated
			Land		and		Acquisition		(Net of		Land		and		Carrying		Depreciation		Date of
	Encumbrances		Improvements		Improvements		Costs		Disposals)		Improvements		Improvements		Value(A)		(B)		Construction		Date Acquired
Fisherman’s Village		—		2,387		7,459		9,846		4,236		3,175		10,907		14,082		5,033		1984		12/29/95
Seabrook		—		1,846		4,155		6,001		3,930		2,335		7,596		9,931		3,736		1984		02/20/96
Dover Village		—		2,895		6,456		9,351		4,511		3,459		10,403		13,862		5,732		1981		03/31/93
Lakeside North		—		1,533		11,076		12,609		5,406		2,284		15,731		18,015		7,233		1984		04/14/94
Regatta Shore		—		757		6,607		7,364		7,629		1,552		13,441		14,993		5,642		1988		06/30/94
Alafaya Woods		8,951		1,653		9,042		10,695		2,689		2,134		11,250		13,384		4,997		1988/90		10/21/94
Vinyards		8,115		1,840		11,572		13,412		3,894		2,500		14,806		17,306		6,595		1984/86		10/31/94
Andover Place		13,035		3,692		7,757		11,449		3,852		4,518		10,783		15,301		5,014		1988		09/29/95 & 09/30/96
Los Altos		12,135		2,804		12,349		15,153		3,383		3,375		15,161		18,536		5,402		1990		10/31/96
Lotus Landing		—		2,185		8,639		10,824		2,277		2,419		10,682		13,101		3,351		1985		07/01/97
Seville on the Green		—		1,282		6,498		7,780		2,642		1,544		8,878		10,422		2,740		1986		10/21/97
Arbors at Lee Vista		13,394		3,976		16,920		20,896		2,571		4,412		19,055		23,467		5,238		1991		12/31/97
Heron Lake		2,534		1,446		9,288		10,734		1,750		1,623		10,861		12,484		3,077		1989		03/27/98
Ashton at Waterford		13,986		3,872		17,538		21,410		427		3,912		17,925		21,837		5,937		2000		5/28/98
Orlando, FL		72,150		32,168		135,356		167,524		49,197		39,242		177,479		216,721		69,727
Dominion Middle Ridge		17,769		3,312		13,283		16,595		2,636		3,495		15,736		19,231		4,843		1990		06/25/96
Dominion Lake Ridge		12,922		2,366		8,386		10,752		1,636		2,548		9,840		12,388		3,419		1987		02/23/96
Presidential Greens		19,492		11,238		18,790		30,028		1,285		11,342		19,971		31,313		3,220		1938		05/15/02
Taylor Place		—		6,418		13,411		19,829		3,716		6,559		16,986		23,545		2,730		1962		04/17/02
Ridgewood Apartments		12,215		5,612		20,086		25,698		2,591		5,682		22,607		28,289		3,123		1988		08/26/02
Ridgewood Townhomes		14,946		4,507		16,263		20,770		758		4,510		17,018		21,528		2,349		1983		08/26/02
The Calvert		4,714		263		11,112		11,375		1,157		2,330		10,202		12,532		715		1962		11/26/03
Commons at Town Square		—		136		10,012		10,148		574		9,154		1,568		10,722		133		1971		12/03/03
Waterside Towers		—		874		46,426		47,300		1,719		34,673		14,346		49,019		1,018		1971		12/03/03
Waterside Townhomes		—		129		4,621		4,750		294		3,638		1,406		5,044		100		1971		12/03/03
Metropolitan DC		82,058		34,855		162,390		197,245		16,366		83,931		129,680		213,611		21,650
Dominion on Spring Forest		—		1,257		8,586		9,843		4,846		1,737		12,952		14,689		7,375		1978/81		05/21/91
Dominion Park Green		—		500		4,322		4,822		2,198		720		6,300		7,020		3,294		1987		09/27/91
Dominion on Lake Lynn		16,250		3,622		12,405		16,027		5,078		4,289		16,816		21,105		6,583		1986		12/01/92
Dominion Courtney Place		7,105		1,115		5,119		6,234		4,027		1,475		8,786		10,261		4,341		1979/81		07/08/93
Dominion Walnut Ridge		10,148		1,791		11,969		13,760		3,086		2,205		14,641		16,846		5,950		1982/84		03/04/94
Dominion Walnut Creek		16,055		3,170		21,717		24,887		5,617		3,778		26,726		30,504		10,332		1985/86		05/17/94
Dominion Ramsgate		—		908		6,819		7,727		1,704		1,051		8,380		9,431		2,697		1988		08/15/96
Copper Mill		—		1,548		16,067		17,615		1,413		1,853		17,175		19,028		4,834		1997		12/31/96
Trinity Park		10,585		4,580		17,576		22,156		1,864		4,655		19,365		24,020		5,420		1987		02/28/97
Meadows at Kildaire		15,973		2,846		20,768		23,614		2,022		6,921		18,715		25,636		5,201		2000		05/25/00
Oaks at Weston		—		9,944		23,306		33,250		622		10,196		23,676		33,872		3,963		2001		06/28/02
Raleigh, NC		76,116		31,281		148,654		179,935		32,477		38,880		173,532		212,412		59,990

77

UNITED DOMINION REALTY TRUST, INC.
SCHEDULE III — REAL ESTATE OWNED — (Continued)
									Cost of
									Improvements		Gross Amount at Which
			Initial Costs						Capitalized		Carried at Close of Period
							Total		Subsequent
			Land and		Buildings		Initial		to Acquisition		Land and		Buildings		Total		Accumulated
			Land		and		Acquisition		(Net of		Land		and		Carrying		Depreciation		Date of
	Encumbrances		Improvements		Improvements		Costs		Disposals)		Improvements		Improvements		Value(A)		(B)		Construction		Date Acquired
Preston Oaks		—		1,784		6,416		8,200		1,340		1,975		7,565		9,540		2,376		1980		12/31/96
Rock Creek		—		4,077		15,823		19,900		5,521		4,672		20,749		25,421		7,431		1979		12/31/96
Windridge		—		3,414		14,027		17,441		4,183		4,095		17,529		21,624		6,043		1980		12/31/96
Lakeridge		—		1,631		5,669		7,300		1,476		1,858		6,918		8,776		2,474		1984		12/31/96
Summergate		—		1,171		3,929		5,100		1,072		1,433		4,739		6,172		1,712		1984		12/31/96
Kelly Crossing		—		2,497		9,156		11,653		2,134		2,999		10,788		13,787		3,509		1984		06/18/97
Highlands of Preston		—		2,151		8,168		10,319		2,310		2,507		10,122		12,629		3,086		1985		03/27/98
The Summit		6,443		1,932		9,041		10,973		2,171		2,346		10,798		13,144		3,176		1983		03/27/98
Springfield		1,480		3,075		6,823		9,898		1,459		3,285		8,072		11,357		2,496		1985		03/27/98
Meridian		26,607		6,013		29,094		35,107		1,309		6,397		30,019		36,416		6,223		2000/02		1/27/98 & 12/28/01
Lincoln Towne Square		28,000		7,541		31,318		38,859		302		7,541		31,620		39,161		1,610		1999		03/12/04
Dallas, TX		62,530		35,286		139,464		174,750		23,277		39,108		158,919		198,027		40,136
Gatewater Landing		—		2,078		6,085		8,163		2,868		2,236		8,795		11,031		3,811		1970		12/16/92
Dominion Kings Place		—		1,565		7,007		8,572		1,677		1,667		8,582		10,249		3,489		1983		12/29/92
Dominion at Eden Brook		—		2,361		9,384		11,745		2,523		2,491		11,777		14,268		4,799		1984		12/29/92
Dominion Great Oaks		13,286		2,920		9,100		12,020		4,619		4,304		12,335		16,639		5,803		1974		07/01/94
Dominion Constant Friendship		—		903		4,669		5,572		1,257		1,075		5,754		6,829		2,142		1990		05/04/95
Lakeside Mill		4,550		2,666		10,109		12,775		1,034		2,704		11,105		13,809		4,008		1989		12/10/99
Tamar Meadow		—		4,145		17,149		21,294		1,358		4,180		18,472		22,652		2,301		1990		11/22/02
Calvert’s Walk		—		4,408		24,576		28,984		487		4,425		25,046		29,471		1,135		1988		03/30/04
Arborview		—		4,653		23,834		28,487		502		4,670		24,319		28,989		1,117		1992		03/30/04
Liriope		—		1,620		6,753		8,373		86		1,622		6,837		8,459		319		1997		03/30/04
Baltimore, MD		17,836		27,319		118,666		145,985		16,411		29,374		133,022		162,396		28,924
Sycamore Ridge		4,243		4,068		15,433		19,501		2,610		4,291		17,820		22,111		4,080		1997		07/02/98
Heritage Green		—		2,990		11,392		14,382		9,744		3,135		20,991		24,126		5,266		1998		07/02/98
Alexander Court		13,771		1,573		—		1,573		21,665		6,239		16,999		23,238		6,191		1999		07/02/98
Governour’s Square		27,850		7,513		28,695		36,208		4,860		8,025		33,043		41,068		7,932		1967		12/07/98
Hickory Creek		—		3,421		13,539		16,960		2,469		3,639		15,790		19,429		3,647		1988		12/07/98
Britton Woods		—		3,477		19,214		22,691		2,831		4,104		21,418		25,522		6,374		1991		04/20/01
Columbus, OH		45,864		23,042		88,273		111,315		44,179		29,433		126,061		155,494		33,490
Legacy Hill		—		1,148		5,868		7,016		3,663		1,477		9,202		10,679		4,072		1977		11/06/95
Hickory Run		—		1,469		11,584		13,053		2,916		1,867		14,102		15,969		4,927		1989		12/29/95
Carrington Hills		23,427		2,117		—		2,117		25,280		3,863		23,534		27,397		6,909		1999		12/06/95
Brookridge		—		707		5,461		6,168		1,835		943		7,060		8,003		2,661		1986		03/28/96
Club at Hickory Hollow		—		2,140		15,231		17,371		2,746		2,782		17,335		20,117		5,650		1987		02/21/97
Breckenridge		—		766		7,714		8,480		1,111		979		8,612		9,591		2,679		1986		03/27/97
Williamsburg		—		1,376		10,931		12,307		1,881		1,645		12,543		14,188		3,636		1986		05/20/98
Colonnade		15,872		1,460		16,015		17,475		865		1,640		16,700		18,340		3,865		1998		01/07/99
The Preserve at Brentwood		—		3,182		24,675		27,857		171		3,182		24,846		28,028		917		1998		06/01/04
Nashville, TN		39,299		14,365		97,479		111,844		40,468		18,378		133,934		152,312		35,316

78

UNITED DOMINION REALTY TRUST, INC.
SCHEDULE III — REAL ESTATE OWNED — (Continued)
									Cost of
									Improvements		Gross Amount at Which
			Initial Costs						Capitalized		Carried at Close of Period
							Total		Subsequent
			Land and		Buildings		Initial		to Acquisition		Land and		Buildings		Total		Accumulated
			Land		and		Acquisition		(Net of		Land		and		Carrying		Depreciation		Date of
	Encumbrances		Improvements		Improvements		Costs		Disposals)		Improvements		Improvements		Value(A)		(B)		Construction		Date Acquired
Dominion Olde West		—		1,965		12,204		14,169		4,017		2,410		15,776		18,186		8,390		1978/82/84/85/87		12/31/84 & 8/27/91
Dominion Creekwood		—		—		—		—		2,044		55		1,989		2,044		598		1984		08/27/91
Dominion Laurel Springs		—		464		3,120		3,584		2,096		665		5,015		5,680		2,527		1972		09/06/91
Dominion English Hills		15,409		1,979		11,524		13,503		6,911		2,871		17,543		20,414		9,351		1969/76		12/06/91
Dominion Gayton Crossing		10,400		826		5,148		5,974		6,740		1,366		11,348		12,714		7,098		1973		09/28/95
Dominion West End		16,897		2,059		15,049		17,108		4,303		2,824		18,587		21,411		6,717		1989		12/28/95
Courthouse Green		7,866		732		4,702		5,434		2,850		1,157		7,127		8,284		4,618		1974/78		12/31/84
Waterside at Ironbridge		11,635		1,844		13,239		15,083		1,688		2,044		14,727		16,771		3,845		1987		09/30/97
Carriage Homes at Wyndham		—		474		30,807		31,281		711		3,654		28,338		31,992		1,890		1998		11/25/03
Richmond, VA		62,207		10,343		95,793		106,136		31,360		17,046		120,450		137,496		45,034
Dominion Peppertree		—		1,546		7,699		9,245		2,220		1,815		9,650		11,465		4,408		1987		12/14/93
Dominion Harris Pond		—		887		6,728		7,615		1,896		1,286		8,225		9,511		3,293		1987		07/01/94
Dominion Mallard Creek		—		699		6,488		7,187		1,153		719		7,621		8,340		2,743		1989		08/16/94
Dominion at Sharon		—		667		4,856		5,523		1,374		917		5,980		6,897		2,150		1984		08/15/96
Providence Court		—		—		22,048		22,048		10,176		7,580		24,644		32,224		7,962		1997		09/30/97
Stoney Pointe		11,784		1,500		15,856		17,356		1,882		1,777		17,461		19,238		5,258		1991		02/28/97
Dominion Crown Point		—		2,122		22,339		24,461		2,960		3,952		23,469		27,421		9,610		1987/00		07/01/94
Dominion Crossing		—		1,666		4,774		6,440		163		1,666		4,937		6,603		108		1985		08/31/04
Dominion Norcroft		—		1,969		13,051		15,020		71		1,969		13,122		15,091		277		1991/97		08/31/04
Charlotte, NC		11,784		11,056		103,839		114,895		21,895		21,681		115,109		136,790		35,809
Boronda Manor		—		1,946		8,982		10,928		6,425		3,000		14,353		17,353		2,272		1979		12/07/98
Garden Court		—		888		4,188		5,076		2,947		1,368		6,655		8,023		1,095		1973		12/07/98
Cambridge Court		—		3,039		12,883		15,922		9,895		4,706		21,111		25,817		3,481		1974		12/07/98
Laurel Tree		—		1,304		5,115		6,419		4,249		1,992		8,676		10,668		1,401		1977		12/07/98
The Pointe at Harden Ranch		—		6,389		23,854		30,243		17,290		9,368		38,165		47,533		5,925		1986		12/07/98
The Pointe at Northridge		—		2,044		8,029		10,073		6,471		3,108		13,436		16,544		2,112		1979		12/07/98
The Pointe at Westlake		—		1,329		5,334		6,663		4,064		2,016		8,711		10,727		1,384		1975		12/07/98
Monterey Peninsula, CA		—		16,939		68,385		85,324		51,341		25,558		111,107		136,665		17,670
Vista Point		—		1,588		5,613		7,201		1,635		1,769		7,067		8,836		2,497		1986		12/31/96
Sierra Palms		—		4,639		17,361		22,000		867		4,764		18,103		22,867		5,140		1996		12/31/96
Finisterra		—		1,274		26,392		27,666		891		1,378		27,179		28,557		6,489		1997		03/27/98
La Privada		16,019		7,303		18,508		25,811		2,619		7,935		20,495		28,430		5,631		1987		03/27/98
Sierra Foothills		13,977		2,728		—		2,728		18,922		4,843		16,807		21,650		7,383		1998		02/18/98
Villagio at McCormick Ranch		1,674		3,333		5,975		9,308		1,045		3,724		6,629		10,353		2,704		1980		01/18/01
Sierra Canyon		—		1,810		12,963		14,773		390		1,827		13,336		15,163		2,674		2001		12/28/01
Phoenix, AZ		31,670		22,675		86,812		109,487		26,369		26,240		109,616		135,856		32,518

79

UNITED DOMINION REALTY TRUST, INC.
SCHEDULE III — REAL ESTATE OWNED — (Continued)
									Cost of
									Improvements		Gross Amount at Which
			Initial Costs						Capitalized		Carried at Close of Period
							Total		Subsequent
			Land and		Buildings		Initial		to Acquisition		Land and		Buildings		Total		Accumulated
			Land		and		Acquisition		(Net of		Land		and		Carrying		Depreciation		Date of
	Encumbrances		Improvements		Improvements		Costs		Disposals)		Improvements		Improvements		Value(A)		(B)		Construction		Date Acquired
Autumnwood		—		2,412		8,688		11,100		1,747		2,745		10,102		12,847		3,409		1984		12/31/96
Cobblestone		10,137		2,925		10,527		13,452		3,832		3,217		14,067		17,284		4,748		1984		12/31/96
Pavillion		—		4,428		19,033		23,461		2,622		4,787		21,296		26,083		6,490		1979		12/31/96
Summit Ridge		5,756		1,726		6,308		8,034		1,978		2,244		7,768		10,012		2,618		1983		03/27/98
Greenwood Creek		—		1,958		8,551		10,509		2,013		2,312		10,210		12,522		3,115		1984		03/27/98
Derby Park		7,404		3,121		11,765		14,886		2,456		3,804		13,538		17,342		4,295		1984		03/27/98
Aspen Court		2,568		777		4,945		5,722		1,424		1,107		6,039		7,146		1,848		1986		03/27/98
The Cliffs		—		3,484		18,657		22,141		1,632		3,787		19,986		23,773		3,916		1992		01/29/02
Arlington, TX		25,865		20,831		88,474		109,305		17,704		24,003		103,006		127,009		30,439
Beechwood		—		1,409		6,087		7,496		1,769		1,682		7,583		9,265		3,231		1985		12/22/93
Steeplechase		—		3,208		11,514		14,722		13,153		4,036		23,839		27,875		7,136		1990/97		03/07/96
Northwinds		—		1,558		11,736		13,294		1,688		1,846		13,136		14,982		4,282		1989/97		08/15/96
Deerwood Crossings		—		1,540		7,989		9,529		1,831		1,716		9,644		11,360		3,455		1973		08/15/96
Dutch Village		—		1,197		4,826		6,023		1,286		1,312		5,997		7,309		2,231		1970		08/15/96
Lake Brandt		—		1,547		13,490		15,037		1,165		1,835		14,367		16,202		4,692		1995		08/15/96
Park Forest		—		680		5,770		6,450		1,061		885		6,626		7,511		2,066		1987		09/26/96
Deep River Pointe		—		1,671		11,140		12,811		598		1,821		11,588		13,409		3,207		1997		10/01/97
Greensboro, NC		—		12,810		72,552		85,362		22,551		15,133		92,780		107,913		30,300
Arbor Terrace		10,462		1,453		11,995		13,448		959		1,543		12,864		14,407		3,465		1996		03/27/98
Aspen Creek		6,553		1,178		9,116		10,294		521		1,293		9,522		10,815		2,101		1996		12/07/98
Crowne Pointe		7,279		2,486		6,437		8,923		1,656		2,554		8,025		10,579		2,075		1987		12/07/98
Hilltop		5,231		2,174		7,408		9,582		959		2,341		8,200		10,541		1,893		1985		12/07/98
Beaumont		11,249		2,339		12,559		14,898		779		2,418		13,259		15,677		4,483		1996		06/14/00
Stonehaven		—		6,471		29,536		36,007		1,803		6,550		31,260		37,810		4,980		1989/90		05/28/02
Seattle, WA		40,774		16,101		77,051		93,152		6,677		16,699		83,130		99,829		18,997
Greensview		—		6,450		24,405		30,855		2,531		6,062		27,324		33,386		6,657		1987/02		12/07/98
Mountain View		—		6,402		21,569		27,971		2,861		6,381		24,451		30,832		5,891		1973		12/07/98
The Reflections		—		6,305		27,202		33,507		1,454		6,493		28,468		34,961		4,814		1981/96		04/30/02
Denver, CO		—		19,157		73,176		92,333		6,846		18,936		80,243		99,179		17,362
Cape Harbor		—		1,892		18,113		20,005		1,950		2,294		19,661		21,955		6,212		1996		08/15/96
Mill Creek		—		1,404		4,489		5,893		14,352		1,963		18,282		20,245		6,355		1986/98		09/30/91
The Creek		—		418		2,506		2,924		2,396		508		4,812		5,320		2,689		1973		06/30/92
Forest Hills		—		1,028		5,421		6,449		2,964		1,207		8,206		9,413		4,151		1964/69		06/30/92
Clear Run		—		875		8,741		9,616		6,243		1,306		14,553		15,859		5,582		1987/89		07/22/94
Crosswinds		—		1,096		18,230		19,326		1,784		1,243		19,867		21,110		5,862		1990		02/28/97
Wilmington, NC		—		6,713		57,500		64,213		29,689		8,521		85,381		93,902		30,851

80

UNITED DOMINION REALTY TRUST, INC.
SCHEDULE III — REAL ESTATE OWNED — (Continued)
									Cost of
									Improvements		Gross Amount at Which
			Initial Costs						Capitalized		Carried at Close of Period
							Total		Subsequent
			Land and		Buildings		Initial		to Acquisition		Land and		Buildings		Total		Accumulated
			Land		and		Acquisition		(Net of		Land		and		Carrying		Depreciation		Date of
	Encumbrances		Improvements		Improvements		Costs		Disposals)		Improvements		Improvements		Value(A)		(B)		Construction		Date Acquired
Lancaster Commons		7,584		2,485		7,451		9,936		624		2,553		8,007		10,560		2,048		1992		12/07/98
Tualatin Heights		8,142		3,273		9,134		12,407		915		3,378		9,944		13,322		2,568		1989		12/07/98
University Park		—		3,007		8,191		11,198		672		3,061		8,809		11,870		2,009		1987		03/27/98
Evergreen Park		—		3,878		9,973		13,851		1,282		3,979		11,154		15,133		2,890		1988		03/27/98
Andover Park		—		2,917		16,994		19,911		120		2,917		17,114		20,031		267		1989		09/30/04
Hunt Club		—		6,014		14,870		20,884		143		6,014		15,013		21,027		237		1985		09/30/04
Portland, OR		15,726		21,574		66,613		88,187		3,756		21,902		70,041		91,943		10,019
Pecan Grove		—		1,407		5,293		6,700		740		1,482		5,958		7,440		1,758		1984		12/31/96
Anderson Mill		5,391		3,134		11,170		14,304		4,085		3,528		14,861		18,389		5,942		1984		03/27/97
Red Stone Ranch		—		1,897		17,526		19,423		433		5,390		14,466		19,856		4,538		2000		06/14/00
Barton Creek Landing		—		3,151		14,269		17,420		965		3,164		15,221		18,385		2,652		1986		03/28/02
Lakeline Villas		—		4,633		13,298		17,931		79		4,633		13,377		18,010		420		2002		07/15/04
Austin, TX		5,391		14,222		61,556		75,778		6,302		18,197		63,883		82,080		15,310
Stanford Village		—		885		2,808		3,693		1,594		1,200		4,087		5,287		2,650		1985		09/26/89
Griffin Crossing		—		1,510		7,544		9,054		2,218		1,878		9,394		11,272		4,065		1987/89		06/08/94
Gwinnett Square		6,385		1,924		7,376		9,300		2,493		2,219		9,574		11,793		3,726		1985		03/29/95
Dunwoody Pointe		5,308		2,763		6,903		9,666		5,652		3,357		11,961		15,318		5,720		1980		10/24/95
Riverwood		5,193		2,986		11,088		14,074		4,826		3,507		15,393		18,900		6,517		1980		06/26/96
Waterford Place		—		1,579		10,303		11,882		1,152		1,703		11,331		13,034		2,757		1985		04/15/98
Atlanta, GA		16,886		11,647		46,022		57,669		17,935		13,864		61,740		75,604		25,435
Gable Hill		—		825		5,307		6,132		1,901		1,197		6,836		8,033		3,707		1985		12/04/89
St. Andrews Commons		—		1,429		9,371		10,800		2,257		1,925		11,132		13,057		5,214		1986		05/20/93
Forestbrook		—		396		2,902		3,298		2,094		577		4,815		5,392		2,956		1974		07/01/93
Waterford		—		958		6,948		7,906		2,091		1,325		8,672		9,997		3,671		1985		07/01/94
Hampton Greene		—		1,363		10,118		11,481		2,050		2,014		11,517		13,531		4,662		1990		08/19/94
Rivergate		—		1,122		12,056		13,178		1,797		1,492		13,483		14,975		4,342		1989		08/15/96
Columbia, SC		—		6,093		46,702		52,795		12,190		8,530		56,455		64,985		24,552
Greentree		12,455		1,634		11,227		12,861		4,994		2,464		15,391		17,855		6,816		1986		07/22/94
Westland		—		1,835		14,865		16,700		4,667		2,717		18,650		21,367		7,531		1990		05/09/96
Antlers		—		4,034		11,193		15,227		6,802		4,925		17,104		22,029		7,282		1985		05/28/96
Jacksonville, FL		12,455		7,503		37,285		44,788		16,463		10,106		51,145		61,251		21,629
Forest Lake at Oyster Point		—		780		8,862		9,642		2,601		1,209		11,034		12,243		4,455		1986		08/15/95
Woodscape		—		799		7,209		8,008		3,420		1,870		9,558		11,428		5,826		1974/76		12/29/87
Eastwind		—		155		5,317		5,472		2,648		430		7,690		8,120		3,721		1970		04/04/88
Dominion Waterside at Lynnhaven		—		1,824		4,107		5,931		2,666		2,058		6,539		8,597		2,369		1966		08/15/96
Heather Lake		—		617		3,400		4,017		4,604		1,048		7,573		8,621		5,572		1972/74		03/01/80
Dominion Yorkshire Downs		9,118		1,089		8,582		9,671		1,504		1,307		9,868		11,175		2,624		1987		12/23/97
Norfolk, VA		9,118		5,264		37,477		42,741		17,443		7,922		52,262		60,184		24,567

81

UNITED DOMINION REALTY TRUST, INC.
SCHEDULE III — REAL ESTATE OWNED — (Continued)
									Cost of
									Improvements			Gross Amount at Which
			Initial Costs						Capitalized			Carried at Close of Period
							Total		Subsequent
			Land and		Buildings		Initial		to Acquisition			Land and		Buildings		Total		Accumulated
			Land		and		Acquisition		(Net of			Land		and		Carrying		Depreciation		Date of
	Encumbrances		Improvements		Improvements		Costs		Disposals)			Improvements		Improvements		Value(A)		(B)		Construction		Date Acquired
Oak Park		16,787		3,966		22,228		26,194		1,149			5,578		21,765		27,343		7,776		1982/98		12/31/96
Catalina		—		1,543		5,632		7,175		1,334			1,693		6,816		8,509		2,184		1982		12/31/96
Wimbledon Court		—		1,809		10,930		12,739		2,814			2,877		12,676		15,553		3,912		1983		12/31/96
Oak Forest		22,446		5,631		23,294		28,925		11,335			6,459		33,801		40,260		11,552		1996/98		12/31/96
Oaks of Lewisville		11,444		3,727		13,563		17,290		4,462			4,566		17,186		21,752		6,388		1983		03/27/97
Parc Plaza		—		1,684		5,279		6,963		1,909			2,184		6,688		8,872		2,571		1986		10/30/97
Mandolin		—		4,223		27,910		32,133		4,322			6,336		30,119		36,455		5,304		2001		12/28/01
Inn at Los Patios		—		3,005		11,545		14,550		(1,491	)		3,005		10,054		13,059		2,101		1990		08/15/98
Turtle Creek		—		1,913		7,087		9,000		1,487			2,220		8,267		10,487		2,722		1985		12/31/96
Shadow Lake		—		2,524		8,976		11,500		2,324			2,851		10,973		13,824		3,669		1984		12/31/96
Other Southwestern		50,677		30,025		136,444		166,469		29,645			37,769		158,345		196,114		48,179
Mallards of Wedgewood		—		959		6,865		7,824		2,299			1,263		8,860		10,123		3,581		1985		07/27/95
Riverbridge		44,873		15,968		56,400		72,368		72			15,968		56,472		72,440		285		1999/01		12/01/04
The Groves		—		790		4,767		5,557		2,104			1,472		6,189		7,661		2,828		1989		12/13/95
Lakeside		—		2,404		6,420		8,824		1,634			2,588		7,870		10,458		2,629		1985		07/01/97
Mallards of Brandywine		—		766		5,408		6,174		1,696			992		6,878		7,870		2,348		1985		07/01/97
LakePointe		—		1,435		4,940		6,375		3,079			1,799		7,655		9,454		3,852		1984		09/24/93
Other Florida		44,873		22,322		84,800		107,122		10,884			24,082		93,924		118,006		15,523
Colony Village		—		347		3,037		3,384		2,357			580		5,161		5,741		3,703		1972/74		12/31/84
Brynn Marr		—		433		3,821		4,254		2,900			732		6,422		7,154		4,562		1973/77		12/31/84
Liberty Crossing		—		840		3,873		4,713		3,640			1,493		6,860		8,353		4,681		1972/74		11/30/90
Bramblewood		—		402		3,151		3,553		1,965			589		4,929		5,518		3,404		1980/82		12/31/84
Cumberland Trace		—		632		7,896		8,528		1,830			742		9,616		10,358		3,021		1973		08/15/96
Village at Cliffdale		12,434		941		15,498		16,439		1,781			1,200		17,020		18,220		5,264		1992		08/15/96
Morganton Place		—		819		13,217		14,036		927			895		14,068		14,963		4,071		1994		08/15/96
Woodberry		—		389		6,381		6,770		1,592			1,009		7,353		8,362		2,713		1987		08/15/96
Other North Carolina		12,434		4,803		56,874		61,677		16,992			7,240		71,429		78,669		31,419
Brittingham Square		—		650		4,962		5,612		1,109			834		5,887		6,721		2,142		1991		05/04/95
Greens at Schumaker Pond		—		710		6,118		6,828		1,353			889		7,292		8,181		2,669		1988		05/04/95
Greens at Cross Court		—		1,182		4,544		5,726		1,506			1,404		5,828		7,232		2,206		1987		05/04/95
Greens at Hilton Run		16,770		2,755		10,483		13,238		2,260			3,127		12,371		15,498		4,543		1988		05/04/95
Dover Country		—		2,008		6,365		8,373		3,059			2,377		9,055		11,432		4,161		1970		07/01/94
Greens at Cedar Chase		—		1,528		4,831		6,359		954			1,722		5,591		7,313		2,169		1988		05/04/95
Other Mid- Atlantic		16,770		8,833		37,303		46,136		10,241			10,353		46,024		56,377		17,890
Greens at Falls Run		—		2,731		5,300		8,031		1,681			2,925		6,787		9,712		2,386		1989		05/04/95
Manor at England Run		14,671		3,195		13,505		16,700		13,623			4,928		25,395		30,323		8,357		1990		05/04/95
Greens at Hollymead		—		965		5,250		6,215		1,021			1,095		6,141		7,236		2,237		1990		05/04/95
Other Virginia		14,671		6,891		24,055		30,946		16,325			8,948		38,323		47,271		12,980

82

UNITED DOMINION REALTY TRUST, INC.
SCHEDULE III — REAL ESTATE OWNED — (Continued)
									Cost of
									Improvements		Gross Amount at Which
			Initial Costs						Capitalized		Carried at Close of Period
							Total		Subsequent
			Land and		Buildings		Initial		to Acquisition		Land and		Buildings		Total		Accumulated
			Land		and		Acquisition		(Net of		Land		and		Carrying		Depreciation		Date of
	Encumbrances		Improvements		Improvements		Costs		Disposals)		Improvements		Improvements		Value(A)		(B)		Construction		Date Acquired
Patriot Place		—		213		1,601		1,814		5,956		1,516		6,254		7,770		4,517		1974		10/23/85
The Trails at Mount Moriah		16,368		5,931		22,095		28,026		5,193		6,523		26,696		33,219		7,193		1990		01/09/98
Other Southeastern		16,368		6,144		23,696		29,840		11,149		8,039		32,950		40,989		11,710
Washington Park		—		2,011		7,565		9,576		1,338		2,152		8,762		10,914		2,188		1998		12/07/98
Fountainhead		—		391		1,420		1,811		330		406		1,735		2,141		496		1966		12/07/98
Jamestown of Toledo		5,767		1,800		7,054		8,854		1,611		1,954		8,511		10,465		2,141		1965		12/07/98
Other Midwestern		5,767		4,202		16,039		20,241		3,279		4,512		19,008		23,520		4,825$
TOTAL APARTMENTS	$	1,194,132	$	1,016,526	$	3,262,333	$	4,278,859	$	741,185	$	1,193,492	$	3,826,552	$	5,020,044	$	976,817

83

									Cost of
									Improvements			Gross Amount at
									Capitalized			Which Carried at Close of
			Initial Costs						Subsequent			Period
							Total		to
			Land and		Buildings		Initial		Acquisition			Land and		Buildings			Total
			Land		and		Acquisition		(Net of			Land		and			Carrying		Accumulated		Date of		Date
	Encumbrances		Improvements		Improvements		Costs		Disposals)			Improvements		Improvements			Value(A)		Depreciation(B)		Construction		Acquired
REAL ESTATE HELD FOR DISPOSITION
Apartments
Park Trails	$	—	$	1,145	$	4,105	$	5,250	$	1,627		$	1,283	$	5,594		$	6,877	$	1,889		1983		12/31/96
Briar Park		—		329		2,794		3,123		329			370		3,082			3,452		763		1987		03/27/98
Clear Lake Falls		—		1,090		4,534		5,624		485			1,180		4,929			6,109		1,238		1980		03/27/98
Nantucket Square		—		1,068		4,833		5,901		(281	)		1,090		4,530			5,620		1,083		1983		03/27/98
The Gallery		—		769		3,359		4,128		321			802		3,647			4,449		825		1968		03/27/98
Breakers		—		1,527		5,298		6,825		2,959			1,932		7,852			9,784		2,787		1985		09/26/97
Riverway		—		523		2,828		3,351		403			577		3,177			3,754		930		1985		03/27/98
Northpark Village		—		1,519		13,537		15,056		2,450			1,893		15,613			17,506		4,569		1983		03/27/98
Stonegate		—		735		7,940		8,675		1,298			924		9,049			9,973		2,558		1978		03/27/98
Woodland Park		—		3,017		6,706		9,723		1,283			3,273		7,733			11,006		2,689		1979		06/09/98
The Grand Resort		—		8,884		35,706		44,590		18,302			11,996		50,896			62,892		9,827		1971		12/07/98
UDR Harding Park, Inc.		—		2,670		4,330		7,000		(4,332	)		2,670		(2	)		2,668		78		1984		12/07/98
Total Apartments		—		23,276		95,970		119,246		24,844			27,990		116,100			144,090		29,236
Land
Fossil Creek		—		3,932		—		3,932		—			3,684		248			3,932		—
	$	—	$	27,208	$	95,970	$	123,178	$	24,844		$	31,674	$	116,348		$	148,022	$	29,236
REAL ESTATE UNDER DEVELOPMENT
Apartments
Mandalay on the Lake	$	—	$	3,009	$	2,067	$	5,076	$	4,763		$	3,009	$	6,830		$	9,839	$	—
Verano at Town Square		—		13,557		3,645		17,202		10,445			13,557		14,090			27,647		—
2000 Post III		—		1,756		780		2,536		219			1,756		999			2,755		—
Total Apartments		—		18,322		6,492		24,814		15,427			18,322		21,919			40,241		—
Land
Copper Mill Phase II		—		837		—		837		—			719		118			837		—
Parker’s Landing Phase II		—		1,192		—		1,192		—			1,116		76			1,192		—
Ridgeview Phase I		—		3,099		—		3,099		—			2,433		666			3,099		—
Ridgeview Phase II		—		2,092		—		2,092		—			1,843		249			2,092		—
Mountain View Phase II		—		220		—		220		—			220		—			220		—
Presidio		—		1,343		—		1,343		—			1,300		43			1,343		—
UDR/ Pacific Los Alisos, LP		—		16,731		—		16,731		—			16,313		418			16,731		—
Ridgeview Townhomes		—		2		—		2		1			—		3			3		—
Total Land		—		25,516		—		25,516		1			23,944		1,573			25,517		—
	$	—	$	43,838	$	6,492	$	50,330	$	15,428		$	42,266	$	23,492		$	65,758	$	—
COMMERCIAL HELD FOR INVESTMENT
Hanover Village	$	—	$	1,624	$	—	$	1,624	$	—		$	1,104	$	520		$	1,624	$	491		—		06/30/86
The Calvert		—		34		1,597		1,631		1			327		1,305			1,632		84		1962		11/26/03
Total Commercial		—		1,658		1,597		3,255		1			1,431		1,825			3,256		575
Richmond Corporate		3,792		245		6,352		6,597		(381	)		277		5,939			6,216		1,259		1999		11/30/99
	$	3,792	$	1,903	$	7,949	$	9,852	$	(380	)	$	1,708	$	7,764		$	9,472	$	1,834
TOTAL REAL ESTATE OWNED	$	1,197,924	$	1,089,475	$	3,372,744	$	4,462,219	$	781,077		$	1,269,140	$	3,974,156		$	5,243,296	$	1,007,887

(A)  The aggregate cost for federal income tax purposes was approximately $4.5 billion at December 31, 2004.

(B)  The depreciable life for buildings is 35 years.

84

EXHIBIT INDEX

      The exhibits listed below are filed as part of this Report. References under the caption “Location” to exhibits, forms, or other filings indicate that the form or other filing has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated by reference. The Commission file number for our Exchange Act filings referenced below is 1-10524.

Exhibit			Description	Location
	2	.01	Agreement and Plan of Merger dated as of December 19, 1997, between the Company, ASR Investment Corporation and ASR Acquisition Sub, Inc.	Exhibit 2(a) to the Company’s Form S-4 Registration Statement (Registration No. 333-45305) filed with the Commission on January 30, 1998.
	2	.02	Agreement of Plan of Merger dated as of September 10, 1998, between the Company and American Apartment Communities II, Inc. including as exhibits thereto the proposed terms of the Series D Preferred Stock and the proposed form of Investment Agreement between the Company, United Dominion Realty, L.P., American Apartment Communities II, Inc., American Apartment Communities Operating Partnership, L.P., Schnitzer Investment Corp., AAC Management LLC and LF Strategic Realty Investors, L.P.	Exhibit 2(c) to the Company’s Form S-3 Registration Statement (Registration No. 333-64281) filed with the Commission on September 25, 1998.
	2	.03	Partnership Interest Purchase and Exchange Agreement dated as of September 10, 1998, between the Company, United Dominion Realty, L.P., American Apartment Communities Operating Partnership, L.P., AAC Management LLC, Schnitzer Investment Corp., Fox Point Ltd. and James D. Klingbeil including as an exhibit thereto the proposed form of the Third Amended and Restated Limited Partnership Agreement of United Dominion Realty, L.P.	Exhibit 2(d) to the Company’s Form S-3 Registration Statement (Registration No. 333-64281) filed with the Commission on September 25, 1998.
	2	.04	Articles of Merger between the Company and United Dominion Realty Trust, Inc., a Virginia corporation, filed with the State Department of Assessments and Taxation of the State of Maryland.	Exhibit 2.01 to the Company’s Current Report on Form 8-K dated and filed with the Commission on June 11, 2003.
	2	.05	Articles of Merger between the Company and United Dominion Realty Trust, Inc., a Virginia corporation, filed with the State Corporation Commission of the Commonwealth of Virginia.	Exhibit 2.02 to the Company’s Current Report on Form 8-K dated and filed with the Commission on June 11, 2003.
	2	.06	Agreement of Purchase and Sale dated as of August 13, 2004, by and between United Dominion Realty, L.P., a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, and the other signatories named as Sellers therein.	Exhibit 2.1 to the Company’s Current Report on Form 8-K dated September 28, 2004 and filed with the Commission on September 29, 2004.

85

Exhibit			Description	Location
	2	.07	First Amendment to Agreement of Purchase and Sale dated as of September 29, 2004, by and between United Dominion Realty, L.P., a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, and the other signatories named as Sellers therein.	Exhibit 2.2 to the Company’s Current Report on Form 8-K dated September 29, 2004 and filed with the Commission on October 5, 2004.
	2	.08	Second Amendment to Agreement of Purchase and Sale dated as of October 26, 2004, by and between United Dominion Realty, L.P., a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, and the other signatories named as Sellers therein.	Exhibit 2.3 to the Company’s Current Report on Form 8-K/A dated September 29, 2004 and filed with the Commission on November 1, 2004.
	3	.01	Amended and Restated Articles of Incorporation.	Exhibit A to Exhibit 2.01 to the Company’s Current Report on Form 8-K dated and filed with the Commission on June 11, 2003.
	3	.02	Amended and Restated Bylaws (as amended through May 4, 2004).	Filed herewith.
	4	.01	Specimen Common Stock Certificate.	Exhibit 4(i) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1993.
	4	.02	Form of Certificate for Shares of 8.60% Series B Cumulative Redeemable Preferred Stock.	Exhibit I(e) to the Company’s Form 8-A Registration Statement dated June 11, 1997.
	4	.03	Form of Rights Certificate.	Exhibit 4(e) to the Company’s Registration Statement on Form 8-A dated February 4, 1998.
	4	.04	First Amended and Restated Rights Agreement dates as of September 14, 1999, between the Company and ChaseMellon Shareholders Services, L.L.C., as Rights Agent.	Exhibit 4(i)(d)(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.
	4	.05	Note Purchase Agreement dated as of February 15, 1993, between the Company and CIGNA Property the Company and CIGNA Property and Casualty Insurance Company, Connecticut General Life Insurance Company, on behalf of one or more separate accounts, Insurance Company of North America, Principal Mutual Life Insurance Company and Aid Association for Lutherans.	Exhibit 6(c)(5) to the Company’s Form 8-A Registration Statement dated April 19, 1990.
	4	.06	Senior Indenture dated as of November 1, 1995.	Exhibit 4(ii)(h)(1) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.

86

Exhibit			Description	Location
	4	.07	Supplemental Indenture dated as of June 11, 2003.	Exhibit 4.03 to the Company’s Current Report on Form 8-K dated June 17, 2004 and filed with the Commission on June 18, 2004.
	4	.08	Subordinated Indenture dated as of August 1, 1994.	Exhibit 4(i)(m)to the Company’s Form S-3 Registration Statement (Registration No. 33-64725) filed with the Commission on November 15, 1995.
	4	.09	Form of Senior Debt Security.	Exhibit 4(i)(n) to the Company’s Form S-3 Registration Statement (Registration No. 33-64725) filed with the Commission on November 15, 1995.
	4	.10	Form of Subordinated Debt Security.	Exhibit 4(i)(o) to the Company’s Form S-3 Registration Statement (Registration No. 33-55159) filed with the Commission on August 19, 1994.
	4	.11	Form of Fixed Rate Medium-Term Note.	Exhibit 4.01 to the Company’s Current Report on Form 8-K dated June 17, 2004 and filed with the Commission on June 18, 2004.
	4	.12	Form of Floating Rate Medium-Term Note.	Exhibit 4.02 to the Company’s Current Report on Form 8-K dated June 17, 2004 and filed with the Commission on June 18, 2004.
	4	.13	6.50% Notes due 2009.	Exhibit 4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.
	4	.14	4.50% Medium-Term Notes due March 2008.	Exhibit 4.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, and Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
	4	.15	5.13% Medium-Term Note due January 2014.	Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, and Exhibits 4.1 and 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.
	4	.16	4.25% Medium-Term Note due January 2009.	Exhibit 4.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
	4	.17	4.30% Medium-Term Note due July 2007.	Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.
	4	.18	3.90% Medium-Term Note due March 2010.	Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.
	4	.19	5.00% Medium-Term Notes due January 2012.	Filed herewith.
	4	.20	4.30% Medium-Term Note due July 2007.	Filed herewith.
	4	.21	5.25% Medium-Term Note due January 2015, issued November 1, 2004.	Filed herewith.
	4	.22	5.25% Medium-Term Note due January 2015, issued February 14, 2005.	Filed herewith.

87

Exhibit			Description	Location
	4	.23	5.25% Medium-Term Note due January 2015, issued March 8, 2005.	Filed herewith.
	4	.24	Registration Rights Agreement dated June 12, 2003 between the Company and the holders of the Series E Cumulative Convertible Preferred Stock.	Exhibit 4.5 to the Company’s Form S-3 Registration Statement (Registration No. 333-106959) filed with the Commission on October 20, 2003.
	4	.25	Investment Agreement dated as of August 14, 2001 between the Company and Security Capital Preferred Growth Incorporated.	Exhibit 4.6 to the Company’s Form S-3 Registration Statement (Registration No. 333-86808) filed with the Commission on April 23, 2002.
	4	.26	Registration Rights Agreement dated June 12, 2003 by and among the Company and the Initial Holders of OP Units.	Exhibit 4.3 to the Company’s Form S-3 Registration Statement (Registration No. 333-116804) filed with the Commission on October 19, 2004.
	10	.01	1985 Stock Option Plan, as amended.	Exhibit 10(iv) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
	10	.02	1991 Stock Purchase and Loan Plan.	Exhibit 10(viii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
	10	.03	Third Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of December 7, 1998.	Exhibit 10(vi) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998.
	10	.04	Subordination Agreement dated April 16, 1998, between the Company and United Dominion Realty, L.P.	Exhibit 10(vi)(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
	10	.05	First Amendment to Third Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P.	Exhibit 10(vii)(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.
	10	.06	Servicing and Purchase Agreement dated as of June 24, 1999, including as an exhibit thereto the Note and Participation Agreement forms.	Exhibit 10(vii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
	10	.07	Form of Restricted Stock Awards.	Exhibit 99.6 to the Company’s Current Report on Form 8-K dated December 31, 2004 and filed with the Commission on January 11, 2005.
	10	.08	Description of United Dominion Realty Trust, Inc. Shareholder Value Plan.	Exhibit 10(x) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999.
	10	.09	Description of United Dominion Realty Trust, Inc. Executive Deferral Plan.	Exhibit 10(xi) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999.
	10	.10	Retirement Agreement and Covenant Not to Compete between the Company and John P. McCann dated March 20, 2001.	Exhibit 10(xv) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.
	10	.11	Description of Series A Out-Performance Program.	Exhibit 10(xvii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.

88

Exhibit			Description	Location
	10	.12	1999 Long-Term Incentive Plan (as amended and restated through July 22, 2004).	Exhibit 99.5 to the Company’s Current Report on Form 8-K dated December 31, 2004 and filed with the Commission on January 11, 2005.
	10	.13	Second Amendment to Third Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P.	Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
	10	.14	Third Amendment to Third Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P.	Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
	10	.15	Second Amended and Restated Agreement of Limited Partnership of Heritage Communities L.P.	Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
	10	.16	First Amendment of Second Amended and Restated Agreement of Limited Partnership of Heritage Communities L.P.	Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
	10	.17	Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Heritage Communities L.P.	Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
	10	.18	Credit Agreement dated as of November 14, 2000, between the Company and certain subsidiaries and a syndicate of banks represented by First Union National Bank.	Exhibit 4(ii)(g) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000.
	10	.19	Credit Agreement dated as of August 14, 2001, between the Company and certain subsidiaries and ARCS Commercial Mortgage Company, L.P., as Lender.	Exhibit 4(ii)(g) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.
	10	.20	Credit Agreement dated as of December 12, 2001, between the Company and certain subsidiaries and ARCS Commercial Mortgage Company, L.P., as Lender.	Exhibit 4(ii)(h) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.
	10	.21	Credit Agreement dated March 14, 2003 between the Company, Wachovia Securities, Inc. and J.P. Morgan Securities, Inc., as Joint Lead Arrangers/ Joint Bookrunners, JPMorgan Chase Bank and Bank One, NA, as Syndication Agents, Wells Fargo Bank, National Association and KeyBank National Association, as Documentation Agents, SunTrust Bank, Citicorp North America, Inc. and SouthTrust Bank, as Co-Agents, and each of the financial institutions initially a signatory thereto together with their assignees.	Exhibit 99.1 to the Company’s Current Report on Form 8-K dated March 14, 2003 and filed on April 3, 2003.
	10	.22	Description of Series B Out-Performance Program.	Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
	10	.23	Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of February 23, 2004.	Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
	10	.24	Employment Agreement of Richard A. Giannotti dated December 8, 1998.	Filed herewith.

89

Exhibit			Description	Location
	10	.25	Compensation Summary.	Filed herewith.
	12		Computation of Ratio of Earnings to Fixed Charges.	Filed herewith.
	21		Subsidiaries.	Filed herewith.
	23		Consent of Independent Registered Public Accounting Firm	Filed herewith.
	31	.1	Rule 13a-14(a) Certification of the Chief Executive Officer.	Filed herewith.
	31	.2	Rule 13a-14(a) Certification of the Chief Financial Officer.	Filed herewith.
	32	.1	Section 1350 Certification of the Chief Executive Officer.	Filed herewith.
	32	.2	Section 1350 Certification of the Chief Financial Officer.	Filed herewith.

90 EX-3.02 2 d23068exv3w02.txt AMENDED AND RESTATED BYLAWS EXHIBIT 3.02 AMENDED AND RESTATED BYLAWS OF UNITED DOMINION REALTY TRUST, INC. MAY 4, 2004 TABLE OF CONTENTS ARTICLE I OFFICES......................................................... 1 Section 1.1 Principal Office in Maryland and Resident Agent............. 1 Section 1.2 Other Offices............................................... 1 ARTICLE II STOCKHOLDERS' MEETINGS.......................................... 1 Section 2.1 Place of Meetings........................................... 1 Section 2.2 Annual Meetings............................................. 2 Section 2.3 Special Meetings............................................ 2 Section 2.4 Notice of Meetings.......................................... 2 Section 2.5 Record Date................................................. 3 Section 2.6 Quorum and Voting........................................... 4 Section 2.7 Right to Vote; Proxies...................................... 5 Section 2.8 Voting of Shares by Certain Holders......................... 5 Section 2.9 Inspectors.................................................. 6 Section 2.10 Action Without Meetings..................................... 6 Section 2.11 Voting by Ballot............................................ 7 ARTICLE III DIRECTORS....................................................... 7 Section 3.1 Number and Term of Office................................... 7 Section 3.2 Powers...................................................... 7 Section 3.3 Vacancies................................................... 7 Section 3.4 Resignations and Removals................................... 7 Section 3.5 Meetings.................................................... 8 Section 3.6 Quorum and Voting........................................... 8 Section 3.7 Action Without Meeting...................................... 9 Section 3.8 Fees and Compensation....................................... 9 Section 3.9 Presumption of Assent....................................... 9 Section 3.10 Committees.................................................. 9 ARTICLE IV OFFICERS........................................................ 11 Section 4.1 Officers Designated......................................... 11 Section 4.2 Tenure and Duties of Officers............................... 11 - i - ARTICLE V EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION........................ 12 Section 5.1 Execution of Corporate Instruments......................... 12 Section 5.2 Voting of Securities Owned by Corporation.................. 12 ARTICLE VI SHARES OF STOCK............................................... 13 Section 6.1 Certificates............................................... 13 Section 6.2 Transfers.................................................. 13 Section 6.3 Replacement Certificate.................................... 14 Section 6.4 Stock Ledger............................................... 14 Section 6.5 Issuance of Units.......................................... 14 Section 6.6 Fractional Share Interests or Scrip........................ 14 Section 6.7 Dividends.................................................. 15 ARTICLE VII INDEMNIFICATION............................................... 15 Section 7.1 Right to Indemnification................................... 15 Section 7.2 Provisions Nonexclusive.................................... 15 Section 7.3 Authority to Insure........................................ 15 Section 7.4 Survival of Rights......................................... 16 Section 7.5 Subrogation................................................ 16 Section 7.6 No Duplication of Payments................................. 16 Section 7.7 Right of Claimant to Bring Suit............................ 16 ARTICLE VIII MISCELLANEOUS................................................. 17 Section 8.1 Fiscal Year................................................ 17 Section 8.2 Exemption From Control Share Acquisition Act............... 17 Section 8.3 Other Securities of the Corporation........................ 17 Section 8.4 Corporate Seal............................................. 17 Section 8.5 Amendments................................................. 17 Section 8.6 Reliance................................................... 18 - ii - AMENDED AND RESTATED BYLAWS OF UNITED DOMINION REALTY TRUST, INC. ARTICLE I OFFICES SECTION 1.1 PRINCIPAL OFFICE IN MARYLAND AND RESIDENT AGENT. The address of the principal office of the corporation in the State of Maryland is 300 E. Lombard Street, Baltimore, Maryland 21202. The name and address of the resident agent in the State of Maryland is The Corporation Trust Incorporated, a Maryland corporation, 300 E. Lombard Street, Baltimore, Maryland 21202. SECTION 1.2 OTHER OFFICES. The corporation may also have and maintain such other offices or places of business, both within and outside the State of Maryland as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II STOCKHOLDERS' MEETINGS SECTION 2.1 PLACE OF MEETINGS. (a) Meetings of stockholders may be held at such place, either within or outside the State of Maryland, as may be designated by or in the manner provided in these Bylaws or, if not so designated, as determined by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting may not be held at any place, but may instead be held solely by means of remote communication as authorized by paragraph (b) of this Section 2.1. (b) If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication: (i) Participate in a meeting of stockholders; and (ii) Be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that the corporation (A) implements reasonable measures to verify that 1 each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (B) implements reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, and (C) maintains a record of any vote or action by any stockholder or proxyholder at the meeting by means of remote communication. (c) "Remote communication" means a conference telephone or similar communications equipment provided that all persons participating in the meeting can hear each other at the same time. SECTION 2.2 ANNUAL MEETINGS. The annual meetings of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time the Board of Directors designates from time to time. Failure to hold an annual meeting does not invalidate the corporation's existence or affect any otherwise valid corporate act. SECTION 2.3 SPECIAL MEETINGS. Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by the Chairman of the Board of Directors or the President or by a majority of the Board of Directors at any time. Upon written request of any stockholder or stockholders entitled to cast at least ten percent (10%) of all the votes entitled to be cast at the meeting, if such request states the purpose of the meeting and the matters proposed to be acted on at it, delivered in person or sent by registered mail to the Chairman of the Board of Directors, President or Secretary of the corporation, the Secretary shall inform the stockholders who make the request of the reasonably estimated cost of preparing and mailing a notice of the meeting and on payment of these costs to the corporation, notify each stockholder entitled to notice of the meeting. The Board of Directors has the sole power to fix the record date for determining stockholders entitled to request a special meeting of the stockholders, the record date for determining stockholders entitled to notice of and to vote at the special meeting and the date, time and place of the special meeting. SECTION 2.4 NOTICE OF MEETINGS. (a) Except as otherwise provided by law or in the Articles of Incorporation, written notice of each meeting of stockholders, specifying the place, if any, date and hour and, in the case of a special meeting or as otherwise may be required by law, purpose or purposes of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given by the Secretary of the corporation not less than ten (10) nor more than ninety (90) days before the date of the meeting to each stockholder entitled to vote thereat, directed to his or her address as it appears upon the books of the corporation. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. (b) When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote 2 communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken unless the adjournment is for more than one hundred twenty (120) days after the original record date, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. (c) Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, either before or after such meeting, and, to the extent permitted by law, will be waived by any stockholder by his or her attendance thereat, in person or by proxy. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given. (d) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of Maryland General Corporation Law ("MGCL"), the Articles of Incorporation or these Bylaws shall be effective when it is (i) personally delivered to the stockholder, (ii) left at the stockholder's residence or usual place of business, (iii) mailed to the stockholder at the stockholder's address as it appears on the records of the corporation or (iv) if consented to by such stockholder, transmitted to the stockholder by electronic mail to any electronic mail address of the stockholder or by any other electronic means. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if (i) the corporation is unable to deliver by electronic mail or other means two consecutive notices given by the corporation in accordance with such consent, and (ii) such inability becomes known to the Secretary or an assistant secretary of the corporation or to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. An affidavit of the Secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic mail or other means shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of these Bylaws, "electronic mail" or "electronic means" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. SECTION 2.5 RECORD DATE. For purposes of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may (a) fix, in advance, a record date which shall not be more than ninety (90) days prior to the date of any such meeting or the taking of such other actions; or (b) direct that the stock transfer books be closed for a period not to exceed twenty (20) days. A record date may not precede the date on which the record date is fixed. In the case of a meeting of stockholders, the record date or the closing of the transfer books shall be at least ten (10) days before the meeting. A determination of stockholders of record entitled to notice of or to vote at a meeting 3 of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Except where the Board of Directors fixes a new record date for any adjourned meeting, any stockholder who was a stockholder on the original record date shall be entitled to receive notice of and to vote at a meeting of stockholders or any adjournment thereof and to receive a dividend or allotment of rights even though he or she has since such date disposed of his or her shares, and no stockholder becoming a stockholder after such date shall be entitled to receive notice of or to vote at such meeting or any adjournment thereof or to receive such dividend or allotment of rights. If the Board of Directors does not so fix a record date or close the stock transfer books, then: (a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the later of (i) at the close or business on the day on which notice is mailed or (ii) at the close of business on the thirtieth (30th) day next preceding the day on which the meeting is held. (b) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto provided that the payment of a dividend or allotment of rights may not be made more than sixty (60) days after the date on which such resolution was adopted. SECTION 2.6 QUORUM AND VOTING. (a) At all meetings of stockholders except where otherwise provided by law, the Articles of Incorporation or these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of all the votes entitled to be cast at the meeting shall constitute a quorum for the transaction of business. Shares, the voting of which at said meeting have been enjoined, or which for any reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorum at said meeting. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting. (b) Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, a majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter that properly comes before the meeting, except that a plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director. (c) Except as otherwise provided by law or the Articles of Incorporation, where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter, and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class. 4 SECTION 2.7 RIGHT TO VOTE; PROXIES. Unless the Articles of Incorporation provide for a greater or lesser number of votes per share or limit or deny voting rights, each outstanding share of stock, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of stockholders. A stockholder may cast the votes entitled to be cast by the shares of the corporation owned of record by him or her, either in person or by proxy in any manner authorized by law, by the stockholder or by his or her duly authorized attorney in fact. Such proxy shall be filed with the Secretary before or at the time of the meeting. A stockholder may authorize another person to act as proxy by transmitting, or authorizing the transmission of, an authorization by telegram, cablegram, datagram, electronic mail or any other electronic or telephonic means to the person authorized to act as proxy or to any other person authorized to receive the proxy authorization on behalf of the person authorized to act as proxy, including a proxy solicitation firm or proxy support service organization. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. A proxy is revocable by a stockholder at any time without condition or qualification unless the proxy states that it is irrevocable and the proxy is coupled with an interest. A proxy may be made irrevocable for so long as it is coupled with an interest. The interest with which a proxy may be coupled includes an interest in the stock to be voted under the proxy or another general interest in the corporation or its assets or liabilities. SECTION 2.8 VOTING OF SHARES BY CERTAIN HOLDERS. (a) Shares registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such shares pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such shares. Any director or other fiduciary may vote shares registered in his or her name as such fiduciary, either in person or by proxy. (b) Shares registered in the name of a person adjudged incompetent may be voted and all rights incident thereto may be exercised only by his or her guardian, in person or by proxy. Shares registered in the name of a deceased person may be voted and all rights incident thereto may be exercised only by his or her executor or administrator, in person or by proxy. Shares registered in the name of a minor may be voted and all rights incident thereto may be exercised by his or her guardian, in person or by proxy, or in the absence of such representation by his or her guardian, by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the minority or the appointment of a guardian, and whether or not a guardian has in fact been appointed. (c) Shares registered in the names of two or more persons shall be voted or represented in accordance with the vote or consent of the majority of the persons in whose names the shares stand. If only one such person is present in person or by proxy, he or she may vote all the shares, and all the shares standing in the names of such persons are represented for the purpose of determining a quorum. This procedure also applies to the voting of shares by two or 5 more administrators, executors, trustees or other fiduciaries, unless the instrument or order of court appointing them otherwise directs. (d) Shares of the corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time. (e) The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the corporation that any shares registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth: the class of stockholders who may make the certification; the purpose for which the certification may be made; the form of certification; the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the stockholder of record of the specified shares in place of the stockholder who makes the certification. SECTION 2.9 INSPECTORS. At any meeting of stockholders, the chairman of the meeting may appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting based on their determination of the validity and effect of proxies, count all votes, report the results and perform such other acts as are proper to conduct the election and voting with impartiality and fairness to all the stockholders. Each report of an inspector or inspectors shall be in writing and signed by him or by a majority of them if there is more than one inspector; the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof. SECTION 2.10 ACTION WITHOUT MEETINGS. Except as provided in the next sentence, any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders' meetings a unanimous written consent which sets forth the action and is signed by each stockholder entitled to vote on the matter. Unless the Articles of Incorporation require otherwise, the holders of any class of stock other than common stock, entitled to vote generally in the election of directors, may take action or consent to any action by the written consent of stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a stockholders meeting if the corporation gives notice of the action to each stockholder not later than ten (10) days after the effective time of the action. 6 SECTION 2.11 VOTING BY BALLOT. If ordered by the presiding officer of any stockholder meeting, the vote upon any election or question shall be by ballot. ARTICLE III DIRECTORS SECTION 3.1 NUMBER AND TERM OF OFFICE. The number of directors of the corporation shall not be less than one (1) nor more than twelve (12) until changed by a resolution amending this Section 3.1 duly adopted by the Board of Directors. The exact number of directors shall be fixed from time to time, within the limits specified in this Section 3.1, by the Board of Directors. Subject to the foregoing provisions for changing the number of directors, the number of directors of the corporation has been fixed at ten (10). With the exception of the first Board of Directors, which shall be elected by the incorporators, and except as provided in Section 3.3, the directors shall be elected by a plurality vote of the shares represented in person or by proxy, at the stockholders annual meeting in each year and entitled to vote on the election of directors. Elected directors shall hold office until the next annual meeting and until their successors are duly elected and qualified. Directors need not be stockholders. Directors are expected to resign after the stockholders annual meeting in the year in which the director attains the age of 70 unless the Board of Directors asks the director to continue to serve as a director. SECTION 3.2 POWERS. The powers of the corporation shall be exercised, its business conducted and its property controlled by or under the direction of the Board of Directors. SECTION 3.3 VACANCIES. Unless the Articles of Incorporation require otherwise, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and each director so elected shall hold office for the unexpired portion of the term of the director whose place is vacant and until his or her successor is duly elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Section 3.3 in the case of the death, removal or resignation of any director, or if the stockholders fail at any meeting of stockholders at which directors are to be elected (including any meeting referred to in Section 3.4 below) to elect the number of directors then constituting the whole Board of Directors. SECTION 3.4 RESIGNATIONS AND REMOVALS. (a) Any director may resign at any time by delivering his or her resignation to the Secretary in writing or by electronic transmission, such resignation to specify whether it will be 7 effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors resigns from the Board of Directors effective at a future date and, unless the Articles of Incorporation require otherwise, only a majority of the remaining directors then in office, even if such remaining directors do not constitute a quorum, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place is vacated and until his or her successor is duly elected and qualified. (b) Subject to the rights of one or more classes or series of preferred stock of the corporation to elect or remove one or more directors, any director or the entire Board of Directors may be removed from office at any time, with or without cause, only at a meeting of the stockholders called for such purpose (in accordance with Section 2.4), by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, voting as a class, in the election of directors. The notice of such meeting shall indicate that the purpose or one of the purposes of such meeting is to determine if a director should be removed. SECTION 3.5 MEETINGS. (a) The annual meeting of the Board of Directors shall be held immediately after the annual stockholders' meeting and at the place where such meeting is held or at the place announced by the Chairman at such meeting. No notice of an annual meeting of the Board of Directors shall be necessary, and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it. The Board of Directors may provide, by resolution, the time and place, either within or outside the State of Maryland, for the holding of regular meetings of the Board of Directors without notice other than such resolution. (b) Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board of Directors, the Chief Executive Officer or by a majority of the members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or outside the State of Maryland, as the place for holding any special meeting of the Board of Directors called by them. (c) Written notice of the time and place of all special meetings of the Board of Directors shall be delivered personally to each director or sent by telegram or facsimile transmission or other form of electronic transmission at least twenty-four (24) hours before the start of the meeting, or sent by first class mail at least five (5) days before the date of the meeting. Notice of any meeting may be waived in writing, which shall be filed with the records of the meeting, at any time before or after the meeting and will be waived by any director by attendance thereat. SECTION 3.6 QUORUM AND VOTING. (a) A quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time in accordance with Section 3.1; provided, however, at any meeting whether a quorum is present or otherwise, a majority of the directors present may 8 adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting. (b) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by a vote of a majority of the directors present, unless a different vote is required by law, the Articles of Incorporation or these Bylaws. (c) Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation in a meeting by such means shall constitute presence in person at such meeting. (d) The transactions of any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. SECTION 3.7 ACTION WITHOUT MEETING. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a unanimous written consent which sets forth the action is signed by each member of the Board of Directors or of such committee, as the case may be, filed with the minutes of proceedings of the Board of Directors or committee. SECTION 3.8 FEES AND COMPENSATION. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board of Directors. SECTION 3.9 PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (a) such director announces his or her dissent at the meeting and (b)(i) his or her dissent is entered in the minutes of the meeting, (ii) he or she files his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or (iii) he or she forwards such dissent within twenty-four (24) hours after the meeting is adjourned, by certified mail, return receipt requested, bearing a postmark from the United States Postal Service to the secretary of the meeting or the Secretary of the corporation. Such right to dissent shall not apply to a director who voted in favor of such action or failed to make his or her dissent known at the meeting. 9 SECTION 3.10 COMMITTEES. (a) The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, appoint an Executive Committee of one or more directors. The Executive Committee to the extent permitted by law shall have and may exercise all powers of the Board of Directors in the management of the business and affairs of the corporation, except as prohibited by law. If the Board of Directors has given general authorization for the issuance of stock providing for or establishing a method or procedure for determining the maximum number of shares to be issued, a committee of the Board of Directors, in accordance with that general authorization or any stock option or other plan or program adopted by the Board of Directors, may authorize or fix the terms of stock subject to classification or reclassification and the terms on which any stock may be issued, including all terms and conditions required or permitted to be established or authorized by the Board of Directors under Sections 2-203 and 2-208 of the MGCL. (b) The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted or required by law. Such other committees appointed by the Board of Directors shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committee, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws. (c) The members of all committees of the Board of Directors shall serve a term coexistent with that of the Board of Directors which appointed such committee. The Board of Directors, subject to the provisions of subsections (a) or (b) of this Section 3.10, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee; provided that no committee shall consist of less than one member. The membership of a committee member shall terminate on the date of his or her death or voluntary resignation, but the Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. (d) Unless the Board of Directors otherwise provides, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 3.10 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at the principal office of the corporation or at any place which has been designated from time to time by resolution of such committee or by written consent of all members thereof, and may be called by any director who is a member of such committee upon written notice to the members of such committee of the time and place of such special meeting 10 given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee. ARTICLE IV OFFICERS SECTION 4.1 OFFICERS DESIGNATED. The Board of Directors, promptly after its election in each year, shall appoint a Chairman of the Board of Directors, a Vice Chairman of the Board of Directors and a President (all of whom shall be directors) and a Treasurer and Secretary and may appoint one or more Vice Presidents and such other officers or assistant officers as it may deem proper. Any officer may hold more than one office, except for the offices of President and Vice President. A person who holds more than one office in the corporation may not act in more than one capacity to execute, acknowledge or verify an instrument required by law to be executed, acknowledged or verified by more than one officer. Vacancies among the officers and assistant officers shall be filled by the Board of Directors. SECTION 4.2 TENURE AND DUTIES OF OFFICERS. (a) All officers shall hold office at the pleasure of the Board of Directors and until their successors are duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors if the Board of Directors in its judgment finds that the best interests of the corporation will be served. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors. Nothing in these Bylaws shall be construed as creating any kind of contractual right to employment with the corporation. (b) The Chairman of the Board of Directors when present shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform such other duties and have such other powers as the Board of Directors may designate from time to time. (c) The Vice Chairman in the absence of the Chairman of the Board of Directors shall preside at all meetings of the stockholders and at all meetings of the Board of Directors. The Vice Chairman of the Board of Directors shall perform such other duties and have such other powers as the Board of Directors may designate from time to time. (d) The President shall be the chief executive officer of the corporation and in the absence of the Chairman and Vice Chairman of the Board of Directors, shall preside at all meetings of the stockholders and at all meetings of the Board of Directors. The President shall 11 perform such other duties and have such other powers as the Board of Directors may designate from time to time. (e) The Vice Presidents, in the order of their seniority, may assume and perform the duties of the President in the absence or disability of the President or whenever the office of the President is vacant. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors or the President may designate from time to time. (f) The Secretary shall attend all meetings of the stockholders and of the Board of Directors and any committee thereof, and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice, in conformity with these Bylaws, of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform such other duties and have such other powers as the Board of Directors may designate from time to time. The President may direct any assistant secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each assistant secretary shall perform such other duties and have such other powers as the Board of Directors or the President may designate from time to time. (g) The Treasurer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner, and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President. The Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Treasurer shall perform all other duties commonly incident to his or her office and shall perform such other duties and have such other powers as the Board of Directors or the President may designate from time to time. The President may direct any assistant treasurer to assume and perform the duties of the Treasurer in the absence or disability of the Treasurer, and each assistant treasurer shall perform such other duties and have such other powers as the Board of Directors or the President may designate from time to time. ARTICLE V EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION SECTION 5.1 EXECUTION OF CORPORATE INSTRUMENTS. (a) The Board of Directors may in its discretion determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the corporation. (b) All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors may authorize. (c) Execution of any corporate instrument may be effected in such form, either manual, facsimile or electronic signature, as may be authorized by the Board of Directors. 12 SECTION 5.2 VOTING OF SECURITIES OWNED BY CORPORATION. All stock and other securities of other corporations owned or held by the corporation for itself or for other parties in any capacity shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors or, in the absence of such authorization, by the Chairman of the Board of Directors, the President or any Vice President. ARTICLE VI SHARES OF STOCK SECTION 6.1 CERTIFICATES. Each stockholder shall be entitled to a certificate or certificates which represent and certify the number of shares of each class held by him or her in the corporation; provided, however, that the Board of Directors may provide by resolution or resolutions that some or all of any class or series of shares may be uncertificated. Each certificate shall include on its face the name of the corporation, the name of the stockholder or other person to whom it is issued and the class of stock and number of shares it represents. Each certificate shall be signed by the Chairman of the Board of Directors, the President or any Vice President and countersigned by the Secretary or an assistant secretary or the Treasurer or an assistant treasurer and may be sealed with the seal, if any, of the corporation. The signatures may be either manual or facsimile. Certificates shall be consecutively numbered; and if the corporation issues several classes of shares, each class may have its own numbered series. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued. A stock certificate may not be issued until the stock represented by it is fully paid. Each certificate representing shares which are restricted as to their transferability shall contain a full statement of such restriction or state that the corporation will furnish information about the restriction to the stockholder on request and without charge. Except as otherwise provided by law, the fact that a stock certificate does not contain or refer to a restriction on transferability that is adopted after the date of issuance of the stock certificate does not mean that the restriction is invalid or unenforceable. If the corporation has authority to issue shares of more than one class, the certificate shall contain on the face or back a full statement or summary of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each class of shares which the corporation is authorized to issue and, if the corporation is authorized to issue any preferred or special class in series, the differences in the relative rights and preferences between the shares of each series to the extent they have been set and the authority of the Board of Directors to set the relative rights and preferences of subsequent series. In lieu of such statement or summary, the certificate may state that the corporation will furnish a full statement of such information to any stockholder upon request and without charge. SECTION 6.2 TRANSFERS. Upon surrender to the corporation or the transfer agent of the corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment or 13 authority to transfer, the corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction on its books. Notwithstanding the foregoing, transfers of shares of any class will be subject in all respects to the Articles of Incorporation and all of the terms and conditions contained therein. SECTION 6.3 REPLACEMENT CERTIFICATE. The Secretary and any other officer designated by the Board of Directors may direct a new certificate to be issued in place of any certificate previously issued by the corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing the issuance of a new certificate, the Secretary or other officer designated by the Board of Directors may, in his or her discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or the owner's legal representative to give bond, with sufficient surety, to the corporation to indemnify it against any loss or claim which may arise as a result of the issuance of a new certificate. SECTION 6.4 STOCK LEDGER. The corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Share or on the part of any other person, whether or not it has express or other notice thereof, except as otherwise provided by the laws of the State of Maryland. SECTION 6.5 ISSUANCE OF UNITS. Notwithstanding any other provision of these Bylaws to the contrary, the Board of Directors may issue units consisting of different securities of the corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the corporation, except that the Board of Directors may provide that, for a specified period, securities of the corporation issued in such unit may be transferred on the books of the corporation only in such unit. SECTION 6.6 FRACTIONAL SHARE INTERESTS OR SCRIP. The corporation may, but is not obliged to, issue fractional shares of stock, eliminate a fractional interest by rounding off to a full share of stock, arrange for the disposition of a fractional interest by the person entitled to it, pay cash for the fair value of a fractional share of stock determined as of the time when the person entitled to receive it is determined, or issue scrip, or other evidence of ownership aggregating a full share for a certificate which represents the share and, unless otherwise provided, does not entitle the holder to exercise any voting rights, to receive dividends thereon or to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may impose any reasonable condition on the issuance of 14 scrip or other evidence of ownership, and may cause such scrip or other evidence of ownership to be issued subject to the condition that it will become void if not exchanged for a certificate representing a full share of stock before a specified date or subject to the condition that the shares for which such scrip or other evidence of indebtedness are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of such scrip or other evidence of indebtedness, or subject to a provision of forfeiture of such proceeds to the corporation if not claimed within a period of not less than three years from the date the scrip or other evidence of ownership was originally issued. SECTION 6.7 DIVIDENDS. If declared by the Board of Directors at any meeting thereof, the corporation may pay dividends on its shares in cash, property, or in shares of the capital stock of the corporation, unless such dividend is contrary to law or to a restriction contained in the Articles of Incorporation. ARTICLE VII INDEMNIFICATION SECTION 7.1 RIGHT TO INDEMNIFICATION. The corporation shall indemnify its directors and officers, whether serving the corporation or, at its request, any other entity, to the full extent required or permitted by the general laws of the State of Maryland now or hereafter in force, including the advancement of expenses under the procedures and to the full extent permitted by law. The corporation may indemnify other employees and agents, whether serving the corporation or, at its request, any other entity, to such extent as may be authorized by the Board of Directors and as permitted by law. The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of these Bylaws or repeal of any of its provisions shall limit or eliminate the foregoing right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal. SECTION 7.2 PROVISIONS NONEXCLUSIVE. The rights conferred on any person by this Article VII shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. To the extent that any provision of the Articles of Incorporation, agreement or vote of the stockholders or disinterested directors is inconsistent with these Bylaws, such provision, agreement or vote shall take precedence. 15 SECTION 7.3 AUTHORITY TO INSURE. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan against any liability asserted against and incurred by such person in any such capacity or arising out of such person's position, whether or not the corporation would have the power to indemnify against liability under the general laws of the State of Maryland. SECTION 7.4 SURVIVAL OF RIGHTS. The rights provided by this Article VII shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 7.5 SUBROGATION. In the event of payment under this Article VII, the corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the director or officer, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the corporation effectively to bring suit to enforce such rights. SECTION 7.6 NO DUPLICATION OF PAYMENTS. The corporation shall not be liable under this Article VII to make any payment in connection with any claim made against a director or officer to the extent the director or officer has otherwise actually received payment (under any insurance policy, agreement, vote or otherwise) of the amounts otherwise indemnifiable hereunder. SECTION 7.7 RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 7.1 of this Article VII is not paid in full by the corporation within ninety (90) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to also be paid the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the MGCL for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the MGCL, nor an actual determination by the corporation (including its Board of 16 Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. ARTICLE VIII MISCELLANEOUS SECTION 8.1 FISCAL YEAR. The fiscal year of the corporation shall be the twelve (12) calendar months ending December 31 in each year, unless otherwise provided by the Board of Directors. SECTION 8.2 EXEMPTION FROM CONTROL SHARE ACQUISITION ACT. The provisions of Title 3, Subtitle 7 of the MGCL (the Maryland Control Share Acquisition Act), or any successor statute, shall not apply to any acquisition by any person of shares of the corporation. This Section 8.2 may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw and consistent with applicable law, apply to any prior or subsequent control share acquisition. SECTION 8.3 OTHER SECURITIES OF THE CORPORATION. Each certificate which represents any bond, note, guaranty, obligation or other corporate security (other than stock) shall be signed by the Chairman of the Board of Directors, the President or any Vice President and countersigned by the Secretary, an assistant secretary, the Treasurer or the assistant treasurer. Such certificate may be sealed with the actual corporate seal or a facsimile of it or in any other form. The signatures on the certificate may be either manual or facsimile signatures. A certificate is valid and may be issued whether or not an officer who signed it is still an officer at the time it is issued. SECTION 8.4 CORPORATE SEAL. The corporate seal shall be a flat-faced circular die, of which there may be any number of counterparts, with the word "SEAL" and the name of the corporation engraved thereon. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. If the corporation is required to place its corporate seal to a document, it is sufficient to meet the requirements of any law, rule or regulation relating to a corporate seal to place the word "(seal)" adjacent to the signature of the person authorized to sign the document on behalf of the corporation. SECTION 8.5 AMENDMENTS. The Board of Directors shall have the exclusive power to replace, alter, amend or repeal these Bylaws or adopt new Bylaws (including, without limitation, the amendment of any Bylaws setting forth the number of directors who shall constitute the whole Board of Directors) by unanimous written consent or at any annual, regular, or special meeting by the affirmative vote 17 of a majority of the whole number of directors. With the approval of the Board of Directors, the stockholders shall have the power, by affirmative vote of a majority of the outstanding shares of common stock of the corporation, at any annual meeting (subject to the notice requirements of Section 2.4) or at any special meeting if notice thereof is included in the notice of such special meeting, to alter, amend or repeal any Bylaws of the corporation and to make new Bylaws. SECTION 8.6 RELIANCE. Each director of the corporation shall, in the performance of his or her duties with respect to the corporation, be entitled to rely on any information, opinion report or statement, including financial statements or other financial data, prepared or presented by an officer or employee of the corporation whom the director reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person as to a matter which the director reasonably believes to be within the person's professional or expert competence or by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director believes the committee to merit confidence. 18 EX-4.19 3 d23068exv4w19.txt 5.00% MEDIUM-TERM NOTES DUE JANUARY 2012 EXHIBIT 4.19 UNITED DOMINION REALTY TRUST, INC. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

REGISTERED CUSIP No.: PRINCIPAL AMOUNT: No. FXR-3 91019PCN0 $100,000,000 - --------- --------- ------------ UNITED DOMINION REALTY TRUST, INC. MEDIUM-TERM NOTE (FIXED RATE) ORIGINAL ISSUE DATE: INTEREST RATE: 5.00% STATED MATURITY DATE: October 7, 2004 January 15, 2012 INTEREST PAYMENT DATE(S) [ ] CHECK IF DISCOUNT NOTE [X] July 15 and January 15, commencing Issue Price: % July 15, 2005 [ ] Other: INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION DATE: N/A PERCENTAGE: N/A PERCENTAGE REDUCTION: N/A OPTIONAL REPAYMENT DATE(S): N/A SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: EXCHANGE RATE [X] United States dollars [X] $1,000 and integral AGENT: N/A [ ] Other: multiples thereof [ ] Other: ADDENDUM ATTACHED DEFAULT INTEREST RATE: N/A OTHER/ADDITIONAL PROVISIONS: N/A [ ] Yes [X] No

UNITED DOMINION REALTY TRUST, INC., a Maryland corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., as nominee for The Depository Trust Company, or registered assigns, the Principal Amount of ONE HUNDRED MILLION DOLLARS ($100,000,000), on the Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on the reverse hereof, or any earlier date of acceleration of maturity) (each such date being hereinafter referred to as the "Maturity Date" with respect to the principal repayable on such date) and to pay interest thereon (and on any overdue principal, premium and/or interest to the extent legally enforceable) at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment. The Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each, an "Interest Payment Date"), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided, however, that if the Original Issue Date occurs between a Record Date (as defined below) and the next succeeding Interest Payment Date, interest payment will commence on the Interest Payment Date immediately following the next succeeding Record Date to the registered holder (the "Holder") of this Note on the next succeeding Record Date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months. Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an "Interest Period"). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes, as defined on the reverse hereof) is registered at the close of business on the fifteenth calendar day (whether or not a Business Day, as defined below) immediately preceding such Interest Payment Date (the "Record Date"); provided, however, that interest payable on the Maturity Date will be payable to the person to whom the principal hereof and premium, if any, hereon shall be payable. Any such interest not so punctually paid or duly provided for on any Interest Payment Date other than the Maturity Date ("Defaulted Interest") shall forthwith cease to be payable to the Holder on the close of business on any Record Date and, instead, shall be paid to the person in whose name this Note is registered at the close of business on a special record date (the "Special Record Date") for the payment of such Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice whereof shall be given to the Holder of this Note by the Trustee not less than 10 calendar days prior to such Special Record Date or may be paid at any time in any other lawful manner, all as more fully provided for in the Indenture. Payment of principal, premium, if any, and interest in respect of this Note due on the Maturity Date will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to any applicable repayment of this Note, upon delivery of instructions as contemplated on the reverse hereof) at the office or agency maintained by the Company for that purpose in the Borough of Manhattan, The City of New York, currently the corporate trust office of the Trustee located at 40 Broad Street, 5th Floor, New York, New York 10004, or at such other paying agency in the Borough of Manhattan, The City of New York, as 2 the Company may determine; provided, however, that if the Specified Currency (as defined below) is other than United States dollars and such payment is to be made in the Specified Currency in accordance with the provisions set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank designated by the Holder hereof at least 15 calendar days prior to the Maturity Date, provided that such bank has appropriate facilities therefor and that this Note is presented and surrendered and, if applicable, instructions are delivered at the aforementioned office or agency maintained by the Company in time for the Trustee to make such payment in such funds in accordance with its normal procedures. Payment of interest due on any Interest Payment Date other than the Maturity Date will be made at the aforementioned office or agency maintained by the Company or, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register maintained by the Trustee; provided, however, that a Holder of U.S.$10,000,000 (or, if the Specified Currency is other than United States dollars, the equivalent thereof in the Specified Currency) or more in aggregate principal amount of Notes (whether having identical or different terms and provisions) will be entitled to receive interest payments on such Interest Payment Date by wire transfer of immediately available funds if such Holder has delivered appropriate wire transfer instructions in writing to the Trustee not less than 15 calendar days prior to such Interest Payment Date. Any such wire transfer instructions received by the Trustee shall remain in effect until revoked by such Holder. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. As used herein, "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York; provided, however, that if the Specified Currency is other than United States dollars, such day must also not be a day on which commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as defined below) of the country issuing the Specified Currency (or, if the Specified Currency is Euro, such day must also be a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open). "Principal Financial Center" means the capital city of the country issuing the Specified Currency, except that with respect to United States dollars, Australian dollars, Canadian dollars, Euros, South African rands and Swiss francs, the "Principal Financial Center" shall be The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively. The Company is obligated to make payment of principal, premium, if any, and interest in respect of this Note in the currency in which this Note is denominated above (or, if such currency is not at the time of such payment legal tender for the payment of public and private debts in the country issuing such currency or, if such currency is Euro, in the member states of the European Union that have adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union, then the currency which is at the time of such payment legal tender in the related country or in the adopting member states 3 of the European Union, as the case may be) (the "Specified Currency"). If the Specified Currency is other than United States dollars, except as otherwise provided below, any such amounts so payable by the Company will be converted by the Exchange Rate Agent specified above into United States dollars for payment to the Holder of this Note. Any United States dollar amount to be received by the Holder of this Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for United States dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the Holder of this Note by deductions from such payments. If three such bid quotations are not available, payments on this Note will be made in the Specified Currency. If the Specified Currency is other than United States dollars, the Holder of this Note may elect to receive all or a specified portion of any payment of principal, premium, if any, and/or interest, if any, in respect of this Note in the Specified Currency by submitting a written request for such payment to the Trustee at its corporate trust office in The City of New York on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder of this Note may elect to receive all or a specified portion of all future payments in the Specified Currency in respect of such principal, premium, if any, and/or interest, if any, and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice delivered to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. If the Specified Currency is other than United States dollars and the Holder of this Note shall have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest, if any, in respect of this Note in the Specified Currency, but the Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of this Note by making such payment in United States dollars on the basis of the Market Exchange Rate (as defined below) determined by the Exchange Rate Agent on the second Business Day prior to such payment date or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. The "Market Exchange Rate" for the Specified Currency other than United States dollars means the noon dollar buying rate in The City of New York for cable transfers for the Specified Currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York. Any payment made in United States dollars under such circumstances shall not constitute an Event of Default (as defined in the Indenture). 4 All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holder of this Note. The Company agrees to indemnify the Holder of any Note against any loss incurred by such Holder as a result of any judgment or order being given or made against the Company for any amount due hereunder and such judgment or order requiring payment in a currency (the "Judgment Currency") other than the Specified Currency, and as a result of any variation between (i) the rate of exchange at which the Specified Currency amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such Holder, on the date of payment of such judgment or order, is able to purchase the Specified Currency with the amount of the Judgment Currency actually received by such Holder, as the case may be. The foregoing indemnity constitutes a separate and independent obligation of the Company and continues in full force and effect notwithstanding any such judgment or order as aforesaid. The term "rate of exchange" includes any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and, if so specified on the face hereof, in an Addendum hereto, which further provisions shall have the same force and effect as if set forth on the face hereof. Notwithstanding the foregoing, if an Addendum is attached hereto or "Other/Additional Provisions" apply to this Note as specified above, this Note shall be subject to the terms set forth in such Addendum or such "Other/Additional Provisions". Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 5 IN WITNESS WHEREOF, United Dominion Realty Trust, Inc. has caused this Note to be duly executed by one of its duly authorized officers. UNITED DOMINION REALTY TRUST, INC. By /s/ Scott A. Shanaberger ---------------------------------------------- Name: Scott A. Shanaberger Title: Senior Vice President, Chief Accounting Officer and Assistant Secretary ATTEST: By /s/ Mary Ellen Norwood ----------------------------------- Name: Mary Ellen Norwood Title: Vice President and Secretary Dated: October 7, 2004 TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture. WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee By /s/ Sarah A. McMahon Authentication Date: October 7, 2004 --------------------------------- Authorized Signatory 6 [REVERSE OF NOTE] UNITED DOMINION REALTY TRUST, INC. MEDIUM-TERM NOTE (FIXED RATE) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of November 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company (successor by merger to United Dominion Realty Trust, Inc., a Virginia corporation) and Wachovia Bank, National Association, (formerly known as First Union National Bank of Virginia) as trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes Due Nine Months or More From Date of Issue" (the "Notes"). All terms used but not defined in this Note or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture or on the face hereof, as the case may be. This Note is issuable only in registered form without coupons in minimum denominations of U.S. $1,000 and integral multiples thereof or other Authorized Denomination specified on the face hereof. This Note will not be subject to any sinking fund and, unless otherwise specified on the face hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. This Note will be subject to redemption at the option of the Company on any date on or after the Initial Redemption Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other minimum Authorized Denomination), at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (the "Redemption Date"), on written notice given to the Holder hereof (in accordance with the provisions of the Indenture) not more than 60 nor less than 30 calendar days prior to the Redemption Date. The "Redemption Price" shall be an amount equal to the Initial Redemption Percentage specified on the face hereof (as adjusted by the Annual Redemption Percentage Reduction, if any, specified on the face hereof) multiplied by the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage, if any, shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, until the Redemption Price is 100% of unpaid principal amount to be redeemed. In the event of redemption of this Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same 7 terms and provisions as this Note shall be issued by the Company in the name of the Holder hereof upon the presentation and surrender hereof. This Note will be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other minimum Authorized Denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (the "Repayment Date"). For this Note to be repaid, the Trustee must receive at its corporate trust office in the Borough of Manhattan, The City of New York, not more than 60 nor less than 30 calendar days prior to the Repayment Date, such Note and instructions to such effect forwarded by the Holder hereof. Exercise of such repayment option by the Holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms and provisions as this Note shall be issued by the Company in the name of the Holder hereof upon the presentation and surrender hereof. If this Note is specified on the face hereof to be a Discount Note, the amount payable to the Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal to the sum of (1) the Issue Price specified on the face hereof (increased by any accruals of the Discount, as defined below) and, in the event of any redemption of this Note (if applicable), multiplied by the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) and (2) any unpaid interest accrued thereon to the Redemption Date, Repayment Date or date of acceleration of maturity, as the case may be. The difference between the Issue Price and 100% of the principal amount of this Note is referred to herein as the "Discount". For purposes of determining the amount of Discount that has accrued as of any Redemption Date, Repayment Date or date of acceleration of maturity of this Note, such Discount will be accrued so as to cause the yield on the Note to be constant. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period) and an assumption that the maturity of this Note will not be accelerated. If the period from the Original Issue Date to the initial Interest Payment Date (the "Initial Period") is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then such period will be divided into a regular compounding period and a short period, with the short period being treated as provided in the preceding sentence. In addition to the covenants set forth in the Indenture, the Company is required to maintain Total Unencumbered Assets (as defined below) of not less than 150% of the aggregate outstanding principal amount of the Company's Unsecured Debt (as defined below). For purposes of this requirement, the following capitalized terms shall be defined as follows: 8 "Total Unencumbered Assets" means the sum of (i) those Undepreciated Real Estate Assets (as defined below) not subject to an encumbrance and (ii) all other assets of the Company and its Subsidiaries (as defined below) not subject to encumbrance determined in accordance with generally accepted accounting principles (but excluding accounts receivable and intangibles). "Subsidiaries" means a corporation, a limited liability company or a partnership a majority of the outstanding voting stock, limited liability company or partnership interests, as the case may be, of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company. For purposes of this definition, "voting stock" means stock having voting power for the election of directors, managing members or trustees, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. "Undepreciated Real Estate Assets" as of any date means the original cost plus capital improvements of real estate assets of the Company and its Subsidiaries determined in accordance with generally accepted accounting principles. "Unsecured Debt" means debt of the Company or any Subsidiary which is not secured by any mortgage, lien, charge, pledge or security interest of any kind upon any of their properties. If an Event of Default shall occur and be continuing, the principal of the Notes may, and in certain cases shall, be accelerated in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default with respect to the Notes, in each case upon compliance with certain conditions set forth therein, which provisions apply to the Notes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities at any time by the Company and the Trustee with the consent of the Holders of a majority of the aggregate principal amount of all Debt Securities at the time outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority of the aggregate principal amount of the outstanding Debt Securities of any series, on behalf of the Holders of all such Debt Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of a majority of the aggregate principal amount of the outstanding Debt Securities of any series, in certain instances, to waive, on behalf of all of the Holders of Debt Securities of such series, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other Notes issued upon the registration of transfer hereof or in exchange heretofore or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay principal, premium, if any, and interest in respect of this Note at the times, places and rate or formula, and in the coin or currency, herein prescribed. 9 As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Note is registrable in the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal hereof and any premium or interest hereon are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes having the same terms and provisions, of Authorized Denominations and for the same aggregate principal amount, will be issued by the Company to the designated transferee or transferees. As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different Authorized Denominations but otherwise having the same terms and provisions, as requested by the Holder hereof surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary, except as required by law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA. 10 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - ________ Custodian TEN ENT - as tenants by the entireties ______ (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to survivorship and not as tenants Minors Act in common _______________________ (State) Additional abbreviations may also be used though not in the above list. ---------------------------------- ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------------------------------------------------- (Please print or typewrite name and address including postal zip code of assignee) - -------------------------------------------------------------------------------- this Note and all rights thereunder hereby irrevocably constituting and appointing - -------------------------------------------------------------------------------- Attorney to transfer this Note on the books of the Company, with full power of substitution in the premises. Dated: ----------------------------- ------------------------------------- ----------------------------- ------------------------------------- Notice: The signature(s) on this Assignment must correspond with the name(s) as written upon the face of this Note in every particular, without alteration or enlargement or any change whatsoever. 11 EX-4.20 4 d23068exv4w20.txt 4.30% MEDIUM-TERM NOTE DUE JULY 2007 EXHIBIT 4.20 UNITED DOMINION REALTY TRUST, INC. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

REGISTERED CUSIP No.: PRINCIPAL AMOUNT: No. FXR-2 91019PCM2 $25,000,000 - --------- --------- ----------------- UNITED DOMINION REALTY TRUST, INC. MEDIUM-TERM NOTE (FIXED RATE) ORIGINAL ISSUE DATE: INTEREST RATE: 4.30% STATED MATURITY June 25, 2004 DATE: July 1, 2007 INTEREST PAYMENT DATE(S) [ ] CHECK IF DISCOUNT NOTE [X] January 1 and July 1, Issue Price: % commencing January 1, 2005 [ ] Other: INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION DATE: N/A PERCENTAGE: N/A PERCENTAGE REDUCTION: N/A OPTIONAL REPAYMENT DATE(S): N/A SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: EXCHANGE RATE [X] United States dollars [X] $1,000 and integral AGENT: N/A [ ] Other: multiples thereof [ ] Other: ADDENDUM ATTACHED DEFAULT INTEREST RATE: N/A OTHER/ADDITIONAL PROVISIONS: N/A [ ] Yes [X] No

UNITED DOMINION REALTY TRUST, INC., a Maryland corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., as nominee for The Depository Trust Company, or registered assigns, the Principal Amount of TWENTY-FIVE MILLION DOLLARS ($25,000,000), on the Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on the reverse hereof, or any earlier date of acceleration of maturity) (each such date being hereinafter referred to as the "Maturity Date" with respect to the principal repayable on such date) and to pay interest thereon (and on any overdue principal, premium and/or interest to the extent legally enforceable) at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment. The Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each, an "Interest Payment Date"), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided, however, that if the Original Issue Date occurs between a Record Date (as defined below) and the next succeeding Interest Payment Date, interest payment will commence on the Interest Payment Date immediately following the next succeeding Record Date to the registered holder (the "Holder") of this Note on the next succeeding Record Date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months. Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an "Interest Period"). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes, as defined on the reverse hereof) is registered at the close of business on the fifteenth calendar day (whether or not a Business Day, as defined below) immediately preceding such Interest Payment Date (the "Record Date"); provided, however, that interest payable on the Maturity Date will be payable to the person to whom the principal hereof and premium, if any, hereon shall be payable. Any such interest not so punctually paid or duly provided for on any Interest Payment Date other than the Maturity Date ("Defaulted Interest") shall forthwith cease to be payable to the Holder on the close of business on any Record Date and, instead, shall be paid to the person in whose name this Note is registered at the close of business on a special record date (the "Special Record Date") for the payment of such Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice whereof shall be given to the Holder of this Note by the Trustee not less than 10 calendar days prior to such Special Record Date or may be paid at any time in any other lawful manner, all as more fully provided for in the Indenture. Payment of principal, premium, if any, and interest in respect of this Note due on the Maturity Date will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to any applicable repayment of this Note, upon delivery of instructions as contemplated on the reverse hereof) at the office or agency maintained by the Company for that purpose in the Borough of Manhattan, The City of New York, currently the corporate trust office of the Trustee located at 40 Broad Street, 5th Floor, New York, New York 10004, or at such other paying agency in the Borough of Manhattan, The City of New York, as 2 the Company may determine; provided, however, that if the Specified Currency (as defined below) is other than United States dollars and such payment is to be made in the Specified Currency in accordance with the provisions set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank designated by the Holder hereof at least 15 calendar days prior to the Maturity Date, provided that such bank has appropriate facilities therefor and that this Note is presented and surrendered and, if applicable, instructions are delivered at the aforementioned office or agency maintained by the Company in time for the Trustee to make such payment in such funds in accordance with its normal procedures. Payment of interest due on any Interest Payment Date other than the Maturity Date will be made at the aforementioned office or agency maintained by the Company or, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register maintained by the Trustee; provided, however, that a Holder of U.S.$10,000,000 (or, if the Specified Currency is other than United States dollars, the equivalent thereof in the Specified Currency) or more in aggregate principal amount of Notes (whether having identical or different terms and provisions) will be entitled to receive interest payments on such Interest Payment Date by wire transfer of immediately available funds if such Holder has delivered appropriate wire transfer instructions in writing to the Trustee not less than 15 calendar days prior to such Interest Payment Date. Any such wire transfer instructions received by the Trustee shall remain in effect until revoked by such Holder. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. As used herein, "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York; provided, however, that if the Specified Currency is other than United States dollars, such day must also not be a day on which commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as defined below) of the country issuing the Specified Currency (or, if the Specified Currency is Euro, such day must also be a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open). "Principal Financial Center" means the capital city of the country issuing the Specified Currency, except that with respect to United States dollars, Australian dollars, Canadian dollars, Euros, South African rands and Swiss francs, the "Principal Financial Center" shall be The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively. The Company is obligated to make payment of principal, premium, if any, and interest in respect of this Note in the currency in which this Note is denominated above (or, if such currency is not at the time of such payment legal tender for the payment of public and private debts in the country issuing such currency or, if such currency is Euro, in the member states of the European Union that have adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union, then the currency which is at the time of such payment legal tender in the related country or in the adopting member states 3 of the European Union, as the case may be) (the "Specified Currency"). If the Specified Currency is other than United States dollars, except as otherwise provided below, any such amounts so payable by the Company will be converted by the Exchange Rate Agent specified above into United States dollars for payment to the Holder of this Note. Any United States dollar amount to be received by the Holder of this Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for United States dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the Holder of this Note by deductions from such payments. If three such bid quotations are not available, payments on this Note will be made in the Specified Currency. If the Specified Currency is other than United States dollars, the Holder of this Note may elect to receive all or a specified portion of any payment of principal, premium, if any, and/or interest, if any, in respect of this Note in the Specified Currency by submitting a written request for such payment to the Trustee at its corporate trust office in The City of New York on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder of this Note may elect to receive all or a specified portion of all future payments in the Specified Currency in respect of such principal, premium, if any, and/or interest, if any, and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice delivered to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. If the Specified Currency is other than United States dollars and the Holder of this Note shall have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest, if any, in respect of this Note in the Specified Currency, but the Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of this Note by making such payment in United States dollars on the basis of the Market Exchange Rate (as defined below) determined by the Exchange Rate Agent on the second Business Day prior to such payment date or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. The "Market Exchange Rate" for the Specified Currency other than United States dollars means the noon dollar buying rate in The City of New York for cable transfers for the Specified Currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York. Any payment made in United States dollars under such circumstances shall not constitute an Event of Default (as defined in the Indenture). 4 All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holder of this Note. The Company agrees to indemnify the Holder of any Note against any loss incurred by such Holder as a result of any judgment or order being given or made against the Company for any amount due hereunder and such judgment or order requiring payment in a currency (the "Judgment Currency") other than the Specified Currency, and as a result of any variation between (i) the rate of exchange at which the Specified Currency amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such Holder, on the date of payment of such judgment or order, is able to purchase the Specified Currency with the amount of the Judgment Currency actually received by such Holder, as the case may be. The foregoing indemnity constitutes a separate and independent obligation of the Company and continues in full force and effect notwithstanding any such judgment or order as aforesaid. The term "rate of exchange" includes any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and, if so specified on the face hereof, in an Addendum hereto, which further provisions shall have the same force and effect as if set forth on the face hereof. Notwithstanding the foregoing, if an Addendum is attached hereto or "Other/Additional Provisions" apply to this Note as specified above, this Note shall be subject to the terms set forth in such Addendum or such "Other/Additional Provisions". Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 5 IN WITNESS WHEREOF, United Dominion Realty Trust, Inc. has caused this Note to be duly executed by one of its duly authorized officers. UNITED DOMINION REALTY TRUST, INC. By /s/ Scott A. Shanaberger ---------------------------------------------- Name: Scott A. Shanaberger Title: Senior Vice President, Chief Accounting Officer and Assistant Secretary ATTEST: By /s/ Mary Ellen Norwood -------------------------------------------------- Name: Mary Ellen Norwood Title: Vice President and Secretary Dated: October 7, 2004 TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture. WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee By /s/ Sarah A. McMahon Authentication Date: October 7, 2004 --------------------------------- Authorized Signatory 6 [REVERSE OF NOTE] UNITED DOMINION REALTY TRUST, INC. MEDIUM-TERM NOTE (FIXED RATE) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of November 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company (successor by merger to United Dominion Realty Trust, Inc., a Virginia corporation) and Wachovia Bank, National Association, (formerly known as First Union National Bank of Virginia) as trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes Due Nine Months or More From Date of Issue" (the "Notes"). All terms used but not defined in this Note or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture or on the face hereof, as the case may be. This Note is issuable only in registered form without coupons in minimum denominations of U.S. $1,000 and integral multiples thereof or other Authorized Denomination specified on the face hereof. This Note will not be subject to any sinking fund and, unless otherwise specified on the face hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. This Note will be subject to redemption at the option of the Company on any date on or after the Initial Redemption Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other minimum Authorized Denomination), at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (the "Redemption Date"), on written notice given to the Holder hereof (in accordance with the provisions of the Indenture) not more than 60 nor less than 30 calendar days prior to the Redemption Date. The "Redemption Price" shall be an amount equal to the Initial Redemption Percentage specified on the face hereof (as adjusted by the Annual Redemption Percentage Reduction, if any, specified on the face hereof) multiplied by the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage, if any, shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, until the Redemption Price is 100% of unpaid principal amount to be redeemed. In the event of redemption of this Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same 7 terms and provisions as this Note shall be issued by the Company in the name of the Holder hereof upon the presentation and surrender hereof. This Note will be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other minimum Authorized Denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (the "Repayment Date"). For this Note to be repaid, the Trustee must receive at its corporate trust office in the Borough of Manhattan, The City of New York, not more than 60 nor less than 30 calendar days prior to the Repayment Date, such Note and instructions to such effect forwarded by the Holder hereof. Exercise of such repayment option by the Holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms and provisions as this Note shall be issued by the Company in the name of the Holder hereof upon the presentation and surrender hereof. If this Note is specified on the face hereof to be a Discount Note, the amount payable to the Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal to the sum of (1) the Issue Price specified on the face hereof (increased by any accruals of the Discount, as defined below) and, in the event of any redemption of this Note (if applicable), multiplied by the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) and (2) any unpaid interest accrued thereon to the Redemption Date, Repayment Date or date of acceleration of maturity, as the case may be. The difference between the Issue Price and 100% of the principal amount of this Note is referred to herein as the "Discount". For purposes of determining the amount of Discount that has accrued as of any Redemption Date, Repayment Date or date of acceleration of maturity of this Note, such Discount will be accrued so as to cause the yield on the Note to be constant. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period) and an assumption that the maturity of this Note will not be accelerated. If the period from the Original Issue Date to the initial Interest Payment Date (the "Initial Period") is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then such period will be divided into a regular compounding period and a short period, with the short period being treated as provided in the preceding sentence. In addition to the covenants set forth in the Indenture, the Company is required to maintain Total Unencumbered Assets (as defined below) of not less than 150% of the aggregate outstanding principal amount of the Company's Unsecured Debt (as defined below). For purposes of this requirement, the following capitalized terms shall be defined as follows: 8 "Total Unencumbered Assets" means the sum of (i) those Undepreciated Real Estate Assets (as defined below) not subject to an encumbrance and (ii) all other assets of the Company and its Subsidiaries (as defined below) not subject to encumbrance determined in accordance with generally accepted accounting principles (but excluding accounts receivable and intangibles). "Subsidiaries" means a corporation, a limited liability company or a partnership a majority of the outstanding voting stock, limited liability company or partnership interests, as the case may be, of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company. For purposes of this definition, "voting stock" means stock having voting power for the election of directors, managing members or trustees, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. "Undepreciated Real Estate Assets" as of any date means the original cost plus capital improvements of real estate assets of the Company and its Subsidiaries determined in accordance with generally accepted accounting principles. "Unsecured Debt" means debt of the Company or any Subsidiary which is not secured by any mortgage, lien, charge, pledge or security interest of any kind upon any of their properties. If an Event of Default shall occur and be continuing, the principal of the Notes may, and in certain cases shall, be accelerated in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default with respect to the Notes, in each case upon compliance with certain conditions set forth therein, which provisions apply to the Notes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities at any time by the Company and the Trustee with the consent of the Holders of a majority of the aggregate principal amount of all Debt Securities at the time outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority of the aggregate principal amount of the outstanding Debt Securities of any series, on behalf of the Holders of all such Debt Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of a majority of the aggregate principal amount of the outstanding Debt Securities of any series, in certain instances, to waive, on behalf of all of the Holders of Debt Securities of such series, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other Notes issued upon the registration of transfer hereof or in exchange heretofore or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay principal, premium, if any, and interest in respect of this Note at the times, places and rate or formula, and in the coin or currency, herein prescribed. 9 As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Note is registrable in the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal hereof and any premium or interest hereon are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes having the same terms and provisions, of Authorized Denominations and for the same aggregate principal amount, will be issued by the Company to the designated transferee or transferees. As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different Authorized Denominations but otherwise having the same terms and provisions, as requested by the Holder hereof surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary, except as required by law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA. 10 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - ________ Custodian TEN ENT - as tenants by the entireties ______ JT TEN - as joint tenants with right of (Cust) (Minor) survivorship and not as tenants under Uniform Gifts to in common Minors Act _______________________ (State) Additional abbreviations may also be used though not in the above list. ---------------------------------- ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------------------------------------------------- (Please print or typewrite name and address including postal zip code of assignee) - -------------------------------------------------------------------------------- this Note and all rights thereunder hereby irrevocably constituting and appointing - -------------------------------------------------------------------------------- Attorney to transfer this Note on the books of the Company, with full power of substitution in the premises. Dated: ----------------------------- -------------------------------------- ----------------------------- -------------------------------------- Notice: The signature(s) on this Assignment must correspond with the name(s) as written upon the face of this Note in every particular, without alteration or enlargement or any change whatsoever. 11 EX-4.21 5 d23068exv4w21.txt 5.25% MEDIUM-TERM NOTE DUE JANUARY 2015, ISSUED NOVEMBER 1, 2004 EXHIBIT 4.21 UNITED DOMINION REALTY TRUST, INC. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

REGISTERED CUSIP No.: PRINCIPAL AMOUNT: No. FXR-4 91019PCP5 $100,000,000 - --------- --------- ----------------- UNITED DOMINION REALTY TRUST, INC. MEDIUM-TERM NOTE (FIXED RATE) ORIGINAL ISSUE DATE: INTEREST RATE: 5.25% STATED MATURITY DATE: November 1, 2004 January 15, 2015 INTEREST PAYMENT DATE(S) [ ] CHECK IF DISCOUNT NOTE [X] July 15 and January 15, Issue Price: % commencing July 15, 2005 [ ] Other: INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION DATE: See Addendum PERCENTAGE: See Addendum PERCENTAGE REDUCTION: See Addendum OPTIONAL REPAYMENT DATE(S): See Addendum SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: EXCHANGE RATE [X] United States dollars [X] $1,000 and integral AGENT: N/A [ ] Other: multiples thereof [ ] Other: ADDENDUM ATTACHED DEFAULT INTEREST RATE: N/A OTHER/ADDITIONAL PROVISIONS: N/A [X] Yes [ ] No

UNITED DOMINION REALTY TRUST, INC., a Maryland corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., as nominee for The Depository Trust Company, or registered assigns, the Principal Amount of ONE-HUNDRED MILLION DOLLARS ($100,000,000), on the Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on the reverse hereof, or any earlier date of acceleration of maturity) (each such date being hereinafter referred to as the "Maturity Date" with respect to the principal repayable on such date) and to pay interest thereon (and on any overdue principal, premium and/or interest to the extent legally enforceable) at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment. The Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each, an "Interest Payment Date"), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided, however, that if the Original Issue Date occurs between a Record Date (as defined below) and the next succeeding Interest Payment Date, interest payment will commence on the Interest Payment Date immediately following the next succeeding Record Date to the registered holder (the "Holder") of this Note on the next succeeding Record Date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months. Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an "Interest Period"). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes, as defined on the reverse hereof) is registered at the close of business on the fifteenth calendar day (whether or not a Business Day, as defined below) immediately preceding such Interest Payment Date (the "Record Date"); provided, however, that interest payable on the Maturity Date will be payable to the person to whom the principal hereof and premium, if any, hereon shall be payable. Any such interest not so punctually paid or duly provided for on any Interest Payment Date other than the Maturity Date ("Defaulted Interest") shall forthwith cease to be payable to the Holder on the close of business on any Record Date and, instead, shall be paid to the person in whose name this Note is registered at the close of business on a special record date (the "Special Record Date") for the payment of such Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice whereof shall be given to the Holder of this Note by the Trustee not less than 10 calendar days prior to such Special Record Date or may be paid at any time in any other lawful manner, all as more fully provided for in the Indenture. Payment of principal, premium, if any, and interest in respect of this Note due on the Maturity Date will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to any applicable repayment of this Note, upon delivery of instructions as contemplated on the reverse hereof) at the office or agency maintained by the Company for that purpose in the Borough of Manhattan, The City of New York, currently the corporate trust office of the Trustee located at 40 Broad Street, 5th Floor, New York, New York 10004, or at such other paying agency in the Borough of Manhattan, The City of New York, as the Company may determine; provided, however, that if the Specified Currency (as defined 2 below) is other than United States dollars and such payment is to be made in the Specified Currency in accordance with the provisions set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank designated by the Holder hereof at least 15 calendar days prior to the Maturity Date, provided that such bank has appropriate facilities therefor and that this Note is presented and surrendered and, if applicable, instructions are delivered at the aforementioned office or agency maintained by the Company in time for the Trustee to make such payment in such funds in accordance with its normal procedures. Payment of interest due on any Interest Payment Date other than the Maturity Date will be made at the aforementioned office or agency maintained by the Company or, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register maintained by the Trustee; provided, however, that a Holder of U.S.$10,000,000 (or, if the Specified Currency is other than United States dollars, the equivalent thereof in the Specified Currency) or more in aggregate principal amount of Notes (whether having identical or different terms and provisions) will be entitled to receive interest payments on such Interest Payment Date by wire transfer of immediately available funds if such Holder has delivered appropriate wire transfer instructions in writing to the Trustee not less than 15 calendar days prior to such Interest Payment Date. Any such wire transfer instructions received by the Trustee shall remain in effect until revoked by such Holder. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. As used herein, "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York; provided, however, that if the Specified Currency is other than United States dollars, such day must also not be a day on which commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as defined below) of the country issuing the Specified Currency (or, if the Specified Currency is Euro, such day must also be a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open). "Principal Financial Center" means the capital city of the country issuing the Specified Currency, except that with respect to United States dollars, Australian dollars, Canadian dollars, Euros, South African rands and Swiss francs, the "Principal Financial Center" shall be The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively. The Company is obligated to make payment of principal, premium, if any, and interest in respect of this Note in the currency in which this Note is denominated above (or, if such currency is not at the time of such payment legal tender for the payment of public and private debts in the country issuing such currency or, if such currency is Euro, in the member states of the European Union that have adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union, then the currency which is at the time of such payment legal tender in the related country or in the adopting member states of the European Union, as the case may be) (the "Specified Currency"). If the Specified 3 Currency is other than United States dollars, except as otherwise provided below, any such amounts so payable by the Company will be converted by the Exchange Rate Agent specified above into United States dollars for payment to the Holder of this Note. Any United States dollar amount to be received by the Holder of this Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for United States dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the Holder of this Note by deductions from such payments. If three such bid quotations are not available, payments on this Note will be made in the Specified Currency. If the Specified Currency is other than United States dollars, the Holder of this Note may elect to receive all or a specified portion of any payment of principal, premium, if any, and/or interest, if any, in respect of this Note in the Specified Currency by submitting a written request for such payment to the Trustee at its corporate trust office in The City of New York on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder of this Note may elect to receive all or a specified portion of all future payments in the Specified Currency in respect of such principal, premium, if any, and/or interest, if any, and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice delivered to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. If the Specified Currency is other than United States dollars and the Holder of this Note shall have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest, if any, in respect of this Note in the Specified Currency, but the Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of this Note by making such payment in United States dollars on the basis of the Market Exchange Rate (as defined below) determined by the Exchange Rate Agent on the second Business Day prior to such payment date or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. The "Market Exchange Rate" for the Specified Currency other than United States dollars means the noon dollar buying rate in The City of New York for cable transfers for the Specified Currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York. Any payment made in United States dollars under such circumstances shall not constitute an Event of Default (as defined in the Indenture). All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holder of this Note. 4 The Company agrees to indemnify the Holder of any Note against any loss incurred by such Holder as a result of any judgment or order being given or made against the Company for any amount due hereunder and such judgment or order requiring payment in a currency (the "Judgment Currency") other than the Specified Currency, and as a result of any variation between (i) the rate of exchange at which the Specified Currency amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such Holder, on the date of payment of such judgment or order, is able to purchase the Specified Currency with the amount of the Judgment Currency actually received by such Holder, as the case may be. The foregoing indemnity constitutes a separate and independent obligation of the Company and continues in full force and effect notwithstanding any such judgment or order as aforesaid. The term "rate of exchange" includes any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and, if so specified on the face hereof, in an Addendum hereto, which further provisions shall have the same force and effect as if set forth on the face hereof. Notwithstanding the foregoing, if an Addendum is attached hereto or "Other/Additional Provisions" apply to this Note as specified above, this Note shall be subject to the terms set forth in such Addendum or such "Other/Additional Provisions". Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 5 IN WITNESS WHEREOF, United Dominion Realty Trust, Inc. has caused this Note to be duly executed by one of its duly authorized officers. UNITED DOMINION REALTY TRUST, INC. By /s/ Scott A. Shanaberger ---------------------------------------------- Name: Scott A. Shanaberger Title: Senior Vice President, Chief Accounting Officer and Assistant Secretary ATTEST: By /s/ Mary Ellen Norwood ----------------------------------- Name: Mary Ellen Norwood Title: Vice President and Secretary Dated: November 1, 2004 TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture. WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee By /s/ Sarah A. McMahon Authentication Date: November 1, 2004 ------------------------------------- Authorized Signatory 6 [REVERSE OF NOTE] UNITED DOMINION REALTY TRUST, INC. MEDIUM-TERM NOTE (FIXED RATE) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of November 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company (successor by merger to United Dominion Realty Trust, Inc., a Virginia corporation) and Wachovia Bank, National Association, (formerly known as First Union National Bank of Virginia) as trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes Due Nine Months or More From Date of Issue" (the "Notes"). All terms used but not defined in this Note or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture or on the face hereof, as the case may be. This Note is issuable only in registered form without coupons in minimum denominations of U.S. $1,000 and integral multiples thereof or other Authorized Denomination specified on the face hereof. This Note will not be subject to any sinking fund and, unless otherwise specified on the face hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. This Note will be subject to redemption at the option of the Company on any date on or after the Initial Redemption Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other minimum Authorized Denomination), at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (the "Redemption Date"), on written notice given to the Holder hereof (in accordance with the provisions of the Indenture) not more than 60 nor less than 30 calendar days prior to the Redemption Date. The "Redemption Price" shall be an amount equal to the Initial Redemption Percentage specified on the face hereof (as adjusted by the Annual Redemption Percentage Reduction, if any, specified on the face hereof) multiplied by the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage, if any, shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, until the Redemption Price is 100% of unpaid principal amount to be redeemed. In the event of redemption of this Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same 7 terms and provisions as this Note shall be issued by the Company in the name of the Holder hereof upon the presentation and surrender hereof. This Note will be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other minimum Authorized Denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (the "Repayment Date"). For this Note to be repaid, the Trustee must receive at its corporate trust office in the Borough of Manhattan, The City of New York, not more than 60 nor less than 30 calendar days prior to the Repayment Date, such Note and instructions to such effect forwarded by the Holder hereof. Exercise of such repayment option by the Holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms and provisions as this Note shall be issued by the Company in the name of the Holder hereof upon the presentation and surrender hereof. If this Note is specified on the face hereof to be a Discount Note, the amount payable to the Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal to the sum of (1) the Issue Price specified on the face hereof (increased by any accruals of the Discount, as defined below) and, in the event of any redemption of this Note (if applicable), multiplied by the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) and (2) any unpaid interest accrued thereon to the Redemption Date, Repayment Date or date of acceleration of maturity, as the case may be. The difference between the Issue Price and 100% of the principal amount of this Note is referred to herein as the "Discount". For purposes of determining the amount of Discount that has accrued as of any Redemption Date, Repayment Date or date of acceleration of maturity of this Note, such Discount will be accrued so as to cause the yield on the Note to be constant. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period) and an assumption that the maturity of this Note will not be accelerated. If the period from the Original Issue Date to the initial Interest Payment Date (the "Initial Period") is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then such period will be divided into a regular compounding period and a short period, with the short period being treated as provided in the preceding sentence. In addition to the covenants set forth in the Indenture, the Company is required to maintain Total Unencumbered Assets (as defined below) of not less than 150% of the aggregate outstanding principal amount of the Company's Unsecured Debt (as defined below). For purposes of this requirement, the following capitalized terms shall be defined as follows: 8 "Total Unencumbered Assets" means the sum of (i) those Undepreciated Real Estate Assets (as defined below) not subject to an encumbrance and (ii) all other assets of the Company and its Subsidiaries (as defined below) not subject to encumbrance determined in accordance with generally accepted accounting principles (but excluding accounts receivable and intangibles). "Subsidiaries" means a corporation, a limited liability company or a partnership a majority of the outstanding voting stock, limited liability company or partnership interests, as the case may be, of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company. For purposes of this definition, "voting stock" means stock having voting power for the election of directors, managing members or trustees, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. "Undepreciated Real Estate Assets" as of any date means the original cost plus capital improvements of real estate assets of the Company and its Subsidiaries determined in accordance with generally accepted accounting principles. "Unsecured Debt" means debt of the Company or any Subsidiary which is not secured by any mortgage, lien, charge, pledge or security interest of any kind upon any of their properties. If an Event of Default shall occur and be continuing, the principal of the Notes may, and in certain cases shall, be accelerated in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default with respect to the Notes, in each case upon compliance with certain conditions set forth therein, which provisions apply to the Notes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities at any time by the Company and the Trustee with the consent of the Holders of a majority of the aggregate principal amount of all Debt Securities at the time outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority of the aggregate principal amount of the outstanding Debt Securities of any series, on behalf of the Holders of all such Debt Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of a majority of the aggregate principal amount of the outstanding Debt Securities of any series, in certain instances, to waive, on behalf of all of the Holders of Debt Securities of such series, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other Notes issued upon the registration of transfer hereof or in exchange heretofore or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay principal, premium, if any, and interest in respect of this Note at the times, places and rate or formula, and in the coin or currency, herein prescribed. 9 As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Note is registrable in the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal hereof and any premium or interest hereon are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes having the same terms and provisions, of Authorized Denominations and for the same aggregate principal amount, will be issued by the Company to the designated transferee or transferees. As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different Authorized Denominations but otherwise having the same terms and provisions, as requested by the Holder hereof surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary, except as required by law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA. 10 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - ________ Custodian _______ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors Act survivorship and not as tenants ____________________(State) in common Additional abbreviations may also be used though not in the above list. ---------------------------------- ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------------------------------------------------- (Please print or typewrite name and address including postal zip code of assignee) - -------------------------------------------------------------------------------- this Note and all rights thereunder hereby irrevocably constituting and appointing - -------------------------------------------------------------------------------- Attorney to transfer this Note on the books of the Company, with full power of substitution in the premises. Dated: ----------------------------- -------------------------------------- ----------------------------- -------------------------------------- Notice: The signature(s) on this Assignment must correspond with the name(s) as written upon the face of this Note in every particular, without alteration or enlargement or any change whatsoever. 11 UNITED DOMINION REALTY TRUST, INC. ADDENDUM TO MEDIUM-TERM NOTE (Fixed Rate) The Company may redeem all or part of this Note at any time at its option at a redemption price equal to the greater of (1) the principal amount of this Note being redeemed plus accrued and unpaid interest to the redemption date or (2) the Make-Whole Amount for the principal amount of this Note being redeemed. "Make-Whole Amount" means, as determined by the Quotation Agent, the sum of the present values of the principal amount of this Note to be redeemed, together with the scheduled payments of interest (exclusive of interest to the redemption date) from the redemption date to the maturity date of this Note being redeemed, in each case discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate, plus accrued and unpaid interest on the principal amount of this Note being redeemed to the redemption date. "Adjusted Treasury Rate" means, with respect to any redemption date, the sum of (x) either (1) the yield for the maturity corresponding to the Comparable Treasury Issue, under the heading that represents the average for the immediately preceding week, appearing in the most recent published statistical release designated "H.15 (519)" or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities" (provided, if no maturity is within three months before or after the remaining term of this Note, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounded to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third business day preceding the redemption date, and (y) ..20%. "Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term from the redemption date to the maturity date of this Note that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this Note. "Comparable Treasury Price" means, with respect to any redemption date, (x) the average of three Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations so obtained or (y) if fewer than five Reference Treasury Dealer Quotations are so obtained, the average of all such Reference Treasury Dealer Quotations so obtained. "Quotation Agent" means the Reference Treasury Dealer selected by the indenture trustee after consultation with the Company. "Reference Treasury Dealer" means any of J.P. Morgan Securities Inc., Goldman, Sachs & Co., their respective successors and assigns and three other nationally recognized investment banking firm selected by the Company that is a primary U.S. Government securities dealer. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the indenture trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the indenture trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date. 2 EX-4.22 6 d23068exv4w22.txt 5.25% MEDIUM-TERM NOTE DUE JANUARY 2015, ISSUED FEBRUARY 14, 2005 EXHIBIT 4.22 UNITED DOMINION REALTY TRUST, INC. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. REGISTERED CUSIP No.: PRINCIPAL AMOUNT: No. FXR-5 91019PCP5 $50,000,000 UNITED DOMINION REALTY TRUST, INC. MEDIUM-TERM NOTE (FIXED RATE) ORIGINAL ISSUE DATE: INTEREST RATE: 5.25% STATED MATURITY November 1, 2004 DATE: January 15, 2015 INTEREST PAYMENT DATE(S) [ ] CHECK IF DISCOUNT NOTE [X] July 15 and January 15, Issue Price: % commencing July 15, 2005 [ ] Other: INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION DATE: See Addendum PERCENTAGE: See Addendum PERCENTAGE REDUCTION: See Addendum OPTIONAL REPAYMENT DATE(S): See Addendum SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: EXCHANGE RATE [X] United States dollars [X] $1,000 and integral AGENT: N/A [ ] Other: multiples thereof [ ] Other: ADDENDUM ATTACHED DEFAULT INTEREST RATE: N/A OTHER/ADDITIONAL PROVISIONS: N/A [X] Yes [ ] No UNITED DOMINION REALTY TRUST, INC., a Maryland corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., as nominee for The Depository Trust Company, or registered assigns, the Principal Amount of FIFTY MILLION DOLLARS ($50,000,000), on the Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on the reverse hereof, or any earlier date of acceleration of maturity) (each such date being hereinafter referred to as the "Maturity Date" with respect to the principal repayable on such date) and to pay interest thereon (and on any overdue principal, premium and/or interest to the extent legally enforceable) at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment. The Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each, an "Interest Payment Date"), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided, however, that if the Original Issue Date occurs between a Record Date (as defined below) and the next succeeding Interest Payment Date, interest payment will commence on the Interest Payment Date immediately following the next succeeding Record Date to the registered holder (the "Holder") of this Note on the next succeeding Record Date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months. Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an "Interest Period"). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes, as defined on the reverse hereof) is registered at the close of business on the fifteenth calendar day (whether or not a Business Day, as defined below) immediately preceding such Interest Payment Date (the "Record Date"); provided, however, that interest payable on the Maturity Date will be payable to the person to whom the principal hereof and premium, if any, hereon shall be payable. Any such interest not so punctually paid or duly provided for on any Interest Payment Date other than the Maturity Date ("Defaulted Interest") shall forthwith cease to be payable to the Holder on the close of business on any Record Date and, instead, shall be paid to the person in whose name this Note is registered at the close of business on a special record date (the "Special Record Date") for the payment of such Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice whereof shall be given to the Holder of this Note by the Trustee not less than 10 calendar days prior to such Special Record Date or may be paid at any time in any other lawful manner, all as more fully provided for in the Indenture. Payment of principal, premium, if any, and interest in respect of this Note due on the Maturity Date will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to any applicable repayment of this Note, upon delivery of instructions as contemplated on the reverse hereof) at the office or agency maintained by the Company for that purpose in the Borough of Manhattan, The City of New York, currently the corporate trust office of the Trustee located at 40 Broad Street, 5th Floor, New York, New York 10004, or at such other paying agency in the Borough of Manhattan, The City of New York, as the Company may determine; provided, however, that if the Specified Currency (as defined 2 below) is other than United States dollars and such payment is to be made in the Specified Currency in accordance with the provisions set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank designated by the Holder hereof at least 15 calendar days prior to the Maturity Date, provided that such bank has appropriate facilities therefor and that this Note is presented and surrendered and, if applicable, instructions are delivered at the aforementioned office or agency maintained by the Company in time for the Trustee to make such payment in such funds in accordance with its normal procedures. Payment of interest due on any Interest Payment Date other than the Maturity Date will be made at the aforementioned office or agency maintained by the Company or, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register maintained by the Trustee; provided, however, that a Holder of U.S.$10,000,000 (or, if the Specified Currency is other than United States dollars, the equivalent thereof in the Specified Currency) or more in aggregate principal amount of Notes (whether having identical or different terms and provisions) will be entitled to receive interest payments on such Interest Payment Date by wire transfer of immediately available funds if such Holder has delivered appropriate wire transfer instructions in writing to the Trustee not less than 15 calendar days prior to such Interest Payment Date. Any such wire transfer instructions received by the Trustee shall remain in effect until revoked by such Holder. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. As used herein, "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York; provided, however, that if the Specified Currency is other than United States dollars, such day must also not be a day on which commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as defined below) of the country issuing the Specified Currency (or, if the Specified Currency is Euro, such day must also be a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open). "Principal Financial Center" means the capital city of the country issuing the Specified Currency, except that with respect to United States dollars, Australian dollars, Canadian dollars, Euros, South African rands and Swiss francs, the "Principal Financial Center" shall be The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively. The Company is obligated to make payment of principal, premium, if any, and interest in respect of this Note in the currency in which this Note is denominated above (or, if such currency is not at the time of such payment legal tender for the payment of public and private debts in the country issuing such currency or, if such currency is Euro, in the member states of the European Union that have adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union, then the currency which is at the time of such payment legal tender in the related country or in the adopting member states of the European Union, as the case may be) (the "Specified Currency"). If the Specified 3 Currency is other than United States dollars, except as otherwise provided below, any such amounts so payable by the Company will be converted by the Exchange Rate Agent specified above into United States dollars for payment to the Holder of this Note. Any United States dollar amount to be received by the Holder of this Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for United States dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the Holder of this Note by deductions from such payments. If three such bid quotations are not available, payments on this Note will be made in the Specified Currency. If the Specified Currency is other than United States dollars, the Holder of this Note may elect to receive all or a specified portion of any payment of principal, premium, if any, and/or interest, if any, in respect of this Note in the Specified Currency by submitting a written request for such payment to the Trustee at its corporate trust office in The City of New York on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder of this Note may elect to receive all or a specified portion of all future payments in the Specified Currency in respect of such principal, premium, if any, and/or interest, if any, and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice delivered to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. If the Specified Currency is other than United States dollars and the Holder of this Note shall have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest, if any, in respect of this Note in the Specified Currency, but the Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of this Note by making such payment in United States dollars on the basis of the Market Exchange Rate (as defined below) determined by the Exchange Rate Agent on the second Business Day prior to such payment date or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. The "Market Exchange Rate" for the Specified Currency other than United States dollars means the noon dollar buying rate in The City of New York for cable transfers for the Specified Currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York. Any payment made in United States dollars under such circumstances shall not constitute an Event of Default (as defined in the Indenture). All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holder of this Note. 4 The Company agrees to indemnify the Holder of any Note against any loss incurred by such Holder as a result of any judgment or order being given or made against the Company for any amount due hereunder and such judgment or order requiring payment in a currency (the "Judgment Currency") other than the Specified Currency, and as a result of any variation between (i) the rate of exchange at which the Specified Currency amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such Holder, on the date of payment of such judgment or order, is able to purchase the Specified Currency with the amount of the Judgment Currency actually received by such Holder, as the case may be. The foregoing indemnity constitutes a separate and independent obligation of the Company and continues in full force and effect notwithstanding any such judgment or order as aforesaid. The term "rate of exchange" includes any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and, if so specified on the face hereof, in an Addendum hereto, which further provisions shall have the same force and effect as if set forth on the face hereof. Notwithstanding the foregoing, if an Addendum is attached hereto or "Other/Additional Provisions" apply to this Note as specified above, this Note shall be subject to the terms set forth in such Addendum or such "Other/Additional Provisions". Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 5 IN WITNESS WHEREOF, United Dominion Realty Trust, Inc. has caused this Note to be duly executed by one of its duly authorized officers. UNITED DOMINION REALTY TRUST, INC. By /s/ Scott A. Shanaberger ----------------------------------------------------- Name: Scott A. Shanaberger Title: Senior Vice President, Chief Accounting Officer and Assistant Secretary ATTEST: By /s/ Mary Ellen Norwood ------------------------ Name: Mary Ellen Norwood Title: Vice President and Secretary Dated: February 14, 2005 TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture. WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee By /s/ Sarah A. McMahon Authentication Date: February 14, 2005 ------------------------ Authorized Signatory 6 [REVERSE OF NOTE] UNITED DOMINION REALTY TRUST, INC. MEDIUM-TERM NOTE (FIXED RATE) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of November 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company (successor by merger to United Dominion Realty Trust, Inc., a Virginia corporation) and Wachovia Bank, National Association, (formerly known as First Union National Bank of Virginia) as trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes Due Nine Months or More From Date of Issue" (the "Notes"). All terms used but not defined in this Note or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture or on the face hereof, as the case may be. This Note is issuable only in registered form without coupons in minimum denominations of U.S. $1,000 and integral multiples thereof or other Authorized Denomination specified on the face hereof. This Note will not be subject to any sinking fund and, unless otherwise specified on the face hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. This Note will be subject to redemption at the option of the Company on any date on or after the Initial Redemption Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other minimum Authorized Denomination), at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (the "Redemption Date"), on written notice given to the Holder hereof (in accordance with the provisions of the Indenture) not more than 60 nor less than 30 calendar days prior to the Redemption Date. The "Redemption Price" shall be an amount equal to the Initial Redemption Percentage specified on the face hereof (as adjusted by the Annual Redemption Percentage Reduction, if any, specified on the face hereof) multiplied by the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage, if any, shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, until the Redemption Price is 100% of unpaid principal amount to be redeemed. In the event of redemption of this Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same 7 terms and provisions as this Note shall be issued by the Company in the name of the Holder hereof upon the presentation and surrender hereof. This Note will be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other minimum Authorized Denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (the "Repayment Date"). For this Note to be repaid, the Trustee must receive at its corporate trust office in the Borough of Manhattan, The City of New York, not more than 60 nor less than 30 calendar days prior to the Repayment Date, such Note and instructions to such effect forwarded by the Holder hereof. Exercise of such repayment option by the Holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms and provisions as this Note shall be issued by the Company in the name of the Holder hereof upon the presentation and surrender hereof. If this Note is specified on the face hereof to be a Discount Note, the amount payable to the Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal to the sum of (1) the Issue Price specified on the face hereof (increased by any accruals of the Discount, as defined below) and, in the event of any redemption of this Note (if applicable), multiplied by the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) and (2) any unpaid interest accrued thereon to the Redemption Date, Repayment Date or date of acceleration of maturity, as the case may be. The difference between the Issue Price and 100% of the principal amount of this Note is referred to herein as the "Discount". For purposes of determining the amount of Discount that has accrued as of any Redemption Date, Repayment Date or date of acceleration of maturity of this Note, such Discount will be accrued so as to cause the yield on the Note to be constant. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period) and an assumption that the maturity of this Note will not be accelerated. If the period from the Original Issue Date to the initial Interest Payment Date (the "Initial Period") is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then such period will be divided into a regular compounding period and a short period, with the short period being treated as provided in the preceding sentence. In addition to the covenants set forth in the Indenture, the Company is required to maintain Total Unencumbered Assets (as defined below) of not less than 150% of the aggregate outstanding principal amount of the Company's Unsecured Debt (as defined below). For purposes of this requirement, the following capitalized terms shall be defined as follows: 8 "Total Unencumbered Assets" means the sum of (i) those Undepreciated Real Estate Assets (as defined below) not subject to an encumbrance and (ii) all other assets of the Company and its Subsidiaries (as defined below) not subject to encumbrance determined in accordance with generally accepted accounting principles (but excluding accounts receivable and intangibles). "Subsidiaries" means a corporation, a limited liability company or a partnership a majority of the outstanding voting stock, limited liability company or partnership interests, as the case may be, of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company. For purposes of this definition, "voting stock" means stock having voting power for the election of directors, managing members or trustees, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. "Undepreciated Real Estate Assets" as of any date means the original cost plus capital improvements of real estate assets of the Company and its Subsidiaries determined in accordance with generally accepted accounting principles. "Unsecured Debt" means debt of the Company or any Subsidiary which is not secured by any mortgage, lien, charge, pledge or security interest of any kind upon any of their properties. If an Event of Default shall occur and be continuing, the principal of the Notes may, and in certain cases shall, be accelerated in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default with respect to the Notes, in each case upon compliance with certain conditions set forth therein, which provisions apply to the Notes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities at any time by the Company and the Trustee with the consent of the Holders of a majority of the aggregate principal amount of all Debt Securities at the time outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority of the aggregate principal amount of the outstanding Debt Securities of any series, on behalf of the Holders of all such Debt Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of a majority of the aggregate principal amount of the outstanding Debt Securities of any series, in certain instances, to waive, on behalf of all of the Holders of Debt Securities of such series, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other Notes issued upon the registration of transfer hereof or in exchange heretofore or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay principal, premium, if any, and interest in respect of this Note at the times, places and rate or formula, and in the coin or currency, herein prescribed. 9 As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Note is registrable in the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal hereof and any premium or interest hereon are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes having the same terms and provisions, of Authorized Denominations and for the same aggregate principal amount, will be issued by the Company to the designated transferee or transferees. As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different Authorized Denominations but otherwise having the same terms and provisions, as requested by the Holder hereof surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary, except as required by law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA. 10 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN - as tenants in common UNIF GIFT MIN - ________ Custodian COM ACT ______ TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts to JT TEN - as joint tenants with right of Minors Act survivorship and not as tenants ____________________ in common (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _______________________________________________________________________________ _______________________________________________________________________________ (Please print or typewrite name and address including postal zip code of assignee) _______________________________________________________________________________ this Note and all rights thereunder hereby irrevocably constituting and appointing _______________________________________________________________________________ Attorney to transfer this Note on the books of the Company, with full power of substitution in the premises. Dated: _______________ __________________________________ _______________ __________________________________ Notice: The signature(s) on this Assignment must correspond with the name(s) as written upon the face of this Note in every particular, without alteration or enlargement or any change whatsoever. 11 UNITED DOMINION REALTY TRUST, INC. ADDENDUM TO MEDIUM-TERM NOTE (Fixed Rate) The Company may redeem all or part of this Note at any time at its option at a redemption price equal to the greater of (1) the principal amount of this Note being redeemed plus accrued and unpaid interest to the redemption date or (2) the Make-Whole Amount for the principal amount of this Note being redeemed. "Make-Whole Amount" means, as determined by the Quotation Agent, the sum of the present values of the principal amount of this Note to be redeemed, together with the scheduled payments of interest (exclusive of interest to the redemption date) from the redemption date to the maturity date of this Note being redeemed, in each case discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate, plus accrued and unpaid interest on the principal amount of this Note being redeemed to the redemption date. "Adjusted Treasury Rate" means, with respect to any redemption date, the sum of (x) either (1) the yield for the maturity corresponding to the Comparable Treasury Issue, under the heading that represents the average for the immediately preceding week, appearing in the most recent published statistical release designated "H.15 (519)" or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities" (provided, if no maturity is within three months before or after the remaining term of this Note, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounded to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third business day preceding the redemption date, and (y) ..20%. "Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term from the redemption date to the maturity date of this Note that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this Note. "Comparable Treasury Price" means, with respect to any redemption date, (x) the average of three Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations so obtained or (y) if fewer than five Reference Treasury Dealer Quotations are so obtained, the average of all such Reference Treasury Dealer Quotations so obtained. "Quotation Agent" means the Reference Treasury Dealer selected by the indenture trustee after consultation with the Company. "Reference Treasury Dealer" means any of J.P. Morgan Securities Inc., Goldman, Sachs & Co., their respective successors and assigns and three other nationally recognized investment banking firm selected by the Company that is a primary U.S. Government securities dealer. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the indenture trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the indenture trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date. 2 EX-4.23 7 d23068exv4w23.txt 5.25% MEDIUM-TERM NOTE DUE JANUARY 2015, ISSUED MARCH 8, 2005 EXHIBIT 4.23 UNITED DOMINION REALTY TRUST, INC. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. REGISTERED CUSIP No.: PRINCIPAL AMOUNT: No. FXR-6 91019PCP5 $50,000,000 UNITED DOMINION REALTY TRUST, INC. MEDIUM-TERM NOTE (FIXED RATE) ORIGINAL ISSUE DATE: INTEREST RATE: 5.25% STATED MATURITY November 1, 2004 DATE: January 15, 2015 INTEREST PAYMENT DATE(S) [ ] CHECK IF DISCOUNT NOTE [X] July 15 and January 15, Issue Price: % commencing July 15, 2005 [ ] Other: INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION DATE: See Addendum PERCENTAGE: See Addendum PERCENTAGE REDUCTION: See Addendum OPTIONAL REPAYMENT DATE(S): See Addendum SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: EXCHANGE RATE [X] United States dollars [X] $1,000 and integral AGENT: N/A [ ] [ ] Other: multiples thereof [ ] Other: ADDENDUM ATTACHED DEFAULT INTEREST RATE: N/A OTHER/ADDITIONAL PROVISIONS: N/A [X] Yes [ ] No UNITED DOMINION REALTY TRUST, INC., a Maryland corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., as nominee for The Depository Trust Company, or registered assigns, the Principal Amount of FIFTY MILLION DOLLARS ($50,000,000), on the Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on the reverse hereof, or any earlier date of acceleration of maturity) (each such date being hereinafter referred to as the "Maturity Date" with respect to the principal repayable on such date) and to pay interest thereon (and on any overdue principal, premium and/or interest to the extent legally enforceable) at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment. The Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each, an "Interest Payment Date"), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided, however, that if the Original Issue Date occurs between a Record Date (as defined below) and the next succeeding Interest Payment Date, interest payment will commence on the Interest Payment Date immediately following the next succeeding Record Date to the registered holder (the "Holder") of this Note on the next succeeding Record Date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months. Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an "Interest Period"). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes, as defined on the reverse hereof) is registered at the close of business on the fifteenth calendar day (whether or not a Business Day, as defined below) immediately preceding such Interest Payment Date (the "Record Date"); provided, however, that interest payable on the Maturity Date will be payable to the person to whom the principal hereof and premium, if any, hereon shall be payable. Any such interest not so punctually paid or duly provided for on any Interest Payment Date other than the Maturity Date ("Defaulted Interest") shall forthwith cease to be payable to the Holder on the close of business on any Record Date and, instead, shall be paid to the person in whose name this Note is registered at the close of business on a special record date (the "Special Record Date") for the payment of such Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice whereof shall be given to the Holder of this Note by the Trustee not less than 10 calendar days prior to such Special Record Date or may be paid at any time in any other lawful manner, all as more fully provided for in the Indenture. Payment of principal, premium, if any, and interest in respect of this Note due on the Maturity Date will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to any applicable repayment of this Note, upon delivery of instructions as contemplated on the reverse hereof) at the office or agency maintained by the Company for that purpose in the Borough of Manhattan, The City of New York, currently the corporate trust office of the Trustee located at 40 Broad Street, 5th Floor, New York, New York 10004, or at such other paying agency in the Borough of Manhattan, The City of New York, as the Company may determine; provided, however, that if the Specified Currency (as defined 2 below) is other than United States dollars and such payment is to be made in the Specified Currency in accordance with the provisions set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank designated by the Holder hereof at least 15 calendar days prior to the Maturity Date, provided that such bank has appropriate facilities therefor and that this Note is presented and surrendered and, if applicable, instructions are delivered at the aforementioned office or agency maintained by the Company in time for the Trustee to make such payment in such funds in accordance with its normal procedures. Payment of interest due on any Interest Payment Date other than the Maturity Date will be made at the aforementioned office or agency maintained by the Company or, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register maintained by the Trustee; provided, however, that a Holder of U.S.$10,000,000 (or, if the Specified Currency is other than United States dollars, the equivalent thereof in the Specified Currency) or more in aggregate principal amount of Notes (whether having identical or different terms and provisions) will be entitled to receive interest payments on such Interest Payment Date by wire transfer of immediately available funds if such Holder has delivered appropriate wire transfer instructions in writing to the Trustee not less than 15 calendar days prior to such Interest Payment Date. Any such wire transfer instructions received by the Trustee shall remain in effect until revoked by such Holder. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. As used herein, "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York; provided, however, that if the Specified Currency is other than United States dollars, such day must also not be a day on which commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as defined below) of the country issuing the Specified Currency (or, if the Specified Currency is Euro, such day must also be a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open). "Principal Financial Center" means the capital city of the country issuing the Specified Currency, except that with respect to United States dollars, Australian dollars, Canadian dollars, Euros, South African rands and Swiss francs, the "Principal Financial Center" shall be The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively. The Company is obligated to make payment of principal, premium, if any, and interest in respect of this Note in the currency in which this Note is denominated above (or, if such currency is not at the time of such payment legal tender for the payment of public and private debts in the country issuing such currency or, if such currency is Euro, in the member states of the European Union that have adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union, then the currency which is at the time of such payment legal tender in the related country or in the adopting member states of the European Union, as the case may be) (the "Specified Currency"). If the Specified 3 Currency is other than United States dollars, except as otherwise provided below, any such amounts so payable by the Company will be converted by the Exchange Rate Agent specified above into United States dollars for payment to the Holder of this Note. Any United States dollar amount to be received by the Holder of this Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for United States dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the Holder of this Note by deductions from such payments. If three such bid quotations are not available, payments on this Note will be made in the Specified Currency. If the Specified Currency is other than United States dollars, the Holder of this Note may elect to receive all or a specified portion of any payment of principal, premium, if any, and/or interest, if any, in respect of this Note in the Specified Currency by submitting a written request for such payment to the Trustee at its corporate trust office in The City of New York on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder of this Note may elect to receive all or a specified portion of all future payments in the Specified Currency in respect of such principal, premium, if any, and/or interest, if any, and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice delivered to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. If the Specified Currency is other than United States dollars and the Holder of this Note shall have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest, if any, in respect of this Note in the Specified Currency, but the Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of this Note by making such payment in United States dollars on the basis of the Market Exchange Rate (as defined below) determined by the Exchange Rate Agent on the second Business Day prior to such payment date or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. The "Market Exchange Rate" for the Specified Currency other than United States dollars means the noon dollar buying rate in The City of New York for cable transfers for the Specified Currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York. Any payment made in United States dollars under such circumstances shall not constitute an Event of Default (as defined in the Indenture). All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holder of this Note. 4 The Company agrees to indemnify the Holder of any Note against any loss incurred by such Holder as a result of any judgment or order being given or made against the Company for any amount due hereunder and such judgment or order requiring payment in a currency (the "Judgment Currency") other than the Specified Currency, and as a result of any variation between (i) the rate of exchange at which the Specified Currency amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such Holder, on the date of payment of such judgment or order, is able to purchase the Specified Currency with the amount of the Judgment Currency actually received by such Holder, as the case may be. The foregoing indemnity constitutes a separate and independent obligation of the Company and continues in full force and effect notwithstanding any such judgment or order as aforesaid. The term "rate of exchange" includes any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and, if so specified on the face hereof, in an Addendum hereto, which further provisions shall have the same force and effect as if set forth on the face hereof. Notwithstanding the foregoing, if an Addendum is attached hereto or "Other/Additional Provisions" apply to this Note as specified above, this Note shall be subject to the terms set forth in such Addendum or such "Other/Additional Provisions". Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 5 IN WITNESS WHEREOF, United Dominion Realty Trust, Inc. has caused this Note to be duly executed by one of its duly authorized officers. UNITED DOMINION REALTY TRUST, INC. By /s/ Scott A. Shanaberger ----------------------------------------------- Name: Scott A. Shanaberger Title: Senior Vice President, Chief Accounting Officer and Assistant Secretary ATTEST: By /s/ Mary Ellen Norwood ----------------------- Name: Mary Ellen Norwood Title: Vice President and Secretary Dated: March 8, 2005 TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture. WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee By /s/ Sarah A. McMahon Authentication Date: March 8, 2005 ------------------------ Authorized Signatory 6 [REVERSE OF NOTE] UNITED DOMINION REALTY TRUST, INC. MEDIUM-TERM NOTE (FIXED RATE) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of November 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company (successor by merger to United Dominion Realty Trust, Inc., a Virginia corporation) and Wachovia Bank, National Association, (formerly known as First Union National Bank of Virginia) as trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes Due Nine Months or More From Date of Issue" (the "Notes"). All terms used but not defined in this Note or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture or on the face hereof, as the case may be. This Note is issuable only in registered form without coupons in minimum denominations of U.S. $1,000 and integral multiples thereof or other Authorized Denomination specified on the face hereof. This Note will not be subject to any sinking fund and, unless otherwise specified on the face hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. This Note will be subject to redemption at the option of the Company on any date on or after the Initial Redemption Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other minimum Authorized Denomination), at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (the "Redemption Date"), on written notice given to the Holder hereof (in accordance with the provisions of the Indenture) not more than 60 nor less than 30 calendar days prior to the Redemption Date. The "Redemption Price" shall be an amount equal to the Initial Redemption Percentage specified on the face hereof (as adjusted by the Annual Redemption Percentage Reduction, if any, specified on the face hereof) multiplied by the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage, if any, shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, until the Redemption Price is 100% of unpaid principal amount to be redeemed. In the event of redemption of this Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same 7 terms and provisions as this Note shall be issued by the Company in the name of the Holder hereof upon the presentation and surrender hereof. This Note will be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other minimum Authorized Denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (the "Repayment Date"). For this Note to be repaid, the Trustee must receive at its corporate trust office in the Borough of Manhattan, The City of New York, not more than 60 nor less than 30 calendar days prior to the Repayment Date, such Note and instructions to such effect forwarded by the Holder hereof. Exercise of such repayment option by the Holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms and provisions as this Note shall be issued by the Company in the name of the Holder hereof upon the presentation and surrender hereof. If this Note is specified on the face hereof to be a Discount Note, the amount payable to the Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal to the sum of (1) the Issue Price specified on the face hereof (increased by any accruals of the Discount, as defined below) and, in the event of any redemption of this Note (if applicable), multiplied by the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) and (2) any unpaid interest accrued thereon to the Redemption Date, Repayment Date or date of acceleration of maturity, as the case may be. The difference between the Issue Price and 100% of the principal amount of this Note is referred to herein as the "Discount". For purposes of determining the amount of Discount that has accrued as of any Redemption Date, Repayment Date or date of acceleration of maturity of this Note, such Discount will be accrued so as to cause the yield on the Note to be constant. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period) and an assumption that the maturity of this Note will not be accelerated. If the period from the Original Issue Date to the initial Interest Payment Date (the "Initial Period") is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then such period will be divided into a regular compounding period and a short period, with the short period being treated as provided in the preceding sentence. In addition to the covenants set forth in the Indenture, the Company is required to maintain Total Unencumbered Assets (as defined below) of not less than 150% of the aggregate outstanding principal amount of the Company's Unsecured Debt (as defined below). For purposes of this requirement, the following capitalized terms shall be defined as follows: 8 "Total Unencumbered Assets" means the sum of (i) those Undepreciated Real Estate Assets (as defined below) not subject to an encumbrance and (ii) all other assets of the Company and its Subsidiaries (as defined below) not subject to encumbrance determined in accordance with generally accepted accounting principles (but excluding accounts receivable and intangibles). "Subsidiaries" means a corporation, a limited liability company or a partnership a majority of the outstanding voting stock, limited liability company or partnership interests, as the case may be, of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company. For purposes of this definition, "voting stock" means stock having voting power for the election of directors, managing members or trustees, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. "Undepreciated Real Estate Assets" as of any date means the original cost plus capital improvements of real estate assets of the Company and its Subsidiaries determined in accordance with generally accepted accounting principles. "Unsecured Debt" means debt of the Company or any Subsidiary which is not secured by any mortgage, lien, charge, pledge or security interest of any kind upon any of their properties. If an Event of Default shall occur and be continuing, the principal of the Notes may, and in certain cases shall, be accelerated in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default with respect to the Notes, in each case upon compliance with certain conditions set forth therein, which provisions apply to the Notes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities at any time by the Company and the Trustee with the consent of the Holders of a majority of the aggregate principal amount of all Debt Securities at the time outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority of the aggregate principal amount of the outstanding Debt Securities of any series, on behalf of the Holders of all such Debt Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of a majority of the aggregate principal amount of the outstanding Debt Securities of any series, in certain instances, to waive, on behalf of all of the Holders of Debt Securities of such series, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other Notes issued upon the registration of transfer hereof or in exchange heretofore or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay principal, premium, if any, and interest in respect of this Note at the times, places and rate or formula, and in the coin or currency, herein prescribed. 9 As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Note is registrable in the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal hereof and any premium or interest hereon are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes having the same terms and provisions, of Authorized Denominations and for the same aggregate principal amount, will be issued by the Company to the designated transferee or transferees. As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different Authorized Denominations but otherwise having the same terms and provisions, as requested by the Holder hereof surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary, except as required by law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA. 10 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN - as tenants in common UNIF GIFT MIN - ________ Custodian COM ACT ______ TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts to JT TEN - as joint tenants with right of Minors Act survivorship and not as tenants ___________________ in common (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________________________________________________________ ________________________________________________________________________________ (Please print or typewrite name and address including postal zip code of assignee) ________________________________________________________________________________ this Note and all rights thereunder hereby irrevocably constituting and appointing ________________________________________________________________________________ Attorney to transfer this Note on the books of the Company, with full power of substitution in the premises. Dated: _______________ _____________________________________ _______________ _____________________________________ Notice: The signature(s) on this Assignment must correspond with the name(s) as written upon the face of this Note in every particular, without lteration or enlargement or any change whatsoever. 11 UNITED DOMINION REALTY TRUST, INC. ADDENDUM TO MEDIUM-TERM NOTE (Fixed Rate) The Company may redeem all or part of this Note at any time at its option at a redemption price equal to the greater of (1) the principal amount of this Note being redeemed plus accrued and unpaid interest to the redemption date or (2) the Make-Whole Amount for the principal amount of this Note being redeemed. "Make-Whole Amount" means, as determined by the Quotation Agent, the sum of the present values of the principal amount of this Note to be redeemed, together with the scheduled payments of interest (exclusive of interest to the redemption date) from the redemption date to the maturity date of this Note being redeemed, in each case discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate, plus accrued and unpaid interest on the principal amount of this Note being redeemed to the redemption date. "Adjusted Treasury Rate" means, with respect to any redemption date, the sum of (x) either (1) the yield for the maturity corresponding to the Comparable Treasury Issue, under the heading that represents the average for the immediately preceding week, appearing in the most recent published statistical release designated "H.15 (519)" or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities" (provided, if no maturity is within three months before or after the remaining term of this Note, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounded to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third business day preceding the redemption date, and (y) ..20%. "Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term from the redemption date to the maturity date of this Note that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this Note. "Comparable Treasury Price" means, with respect to any redemption date, (x) the average of three Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations so obtained or (y) if fewer than five Reference Treasury Dealer Quotations are so obtained, the average of all such Reference Treasury Dealer Quotations so obtained. "Quotation Agent" means the Reference Treasury Dealer selected by the indenture trustee after consultation with the Company. "Reference Treasury Dealer" means any of J.P. Morgan Securities Inc., Goldman, Sachs & Co., their respective successors and assigns and three other nationally recognized investment banking firm selected by the Company that is a primary U.S. Government securities dealer. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the indenture trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the indenture trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date. 2 EX-10.24 8 d23068exv10w24.txt EMPLOYMENT AGREEMENT OF RICHARD A. GIANNOTTI EXHIBIT 10.24 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), entered into this 8th day of December, 1998, between UNITED DOMINION REALTY TRUST, INC., a Virginia corporation (the "Company") and RICHARD A. GIANNOTTI (the "Executive"), recites and provides as follows: RECITALS: On September 24, 1997, the Company and the Executive entered into an employment agreement (the "Employment Agreement"). The Company and the Executive now wish to terminate the Employment Agreement and replace it with this Agreement. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing, and the mutual promises and undertakings hereinafter set forth, and the payments to be made to the Executive hereunder, the parties hereto agree as follows: 1. Position and Duties. a. The Company hereby agrees to and hereby does continue to employ the Executive as an executive officer of the Company, subject to the supervision of the Chief Executive Officer of the Company, or such other senior officer of the Company as may be prescribed by the Chief Executive Officer or the Board of Directors of the Company (the "Board"). Currently, the Executive reports to the Chief Executive Officer and is responsible for Development for the Northern and Southern Regions of the Company. The parties agree that the Employment Agreement is hereby terminated and this Agreement is replaced in its stead. The Executive agrees that the description of the executive position above shall not limit the Company from assigning to the Executive such other duties and functions in addition to or in substitution of those described above. b. The Executive agrees to serve the Company as a full time executive officer with duties and authority as set forth in the Company's by-laws or as otherwise prescribed by the Board, the Chief Executive Officer, or such other senior officer prescribed by the Chief Executive Officer or the Board. The Executive shall devote such time, attention, skill, and efforts to the performance of his duties as a Company executive as shall be required therefore, all under the supervision and direction of the Board, the Chief Executive Officer, or such other senior officer prescribed by the Board. The Executive agrees that during the period of his employment he will not, without the approval of a majority of the independent directors of the Board, have any other (i) real estate investment trust or business affiliations, or (ii) corporate affiliations that conflict with the business of the Company or interfere with the ability of the Executive to perform his duties for the Company or comply with the covenants under this Agreement. -1- 2. Term of Agreement. This Agreement will take effect as of the date of this Agreement and will end on December 31, 1998. After December 31, 1998, this Agreement will automatically renew for successive one (1) year periods, ending as of December 31 of each year, unless sooner terminated in accordance with Section 4. 3. Compensation and Benefits. a. Base Salary. The Executive's pay will not be less than $175,000 per year, payable in accordance with the Company's regular payroll practices, unless the Executive consents to a lesser base salary in writing. b. Annual Incentive Compensation. The Executive's annual compensation shall also include an annual incentive where the Executive has an opportunity to earn a bonus of at least forty five percent (45%) of base salary based upon the Executive and the Company meeting certain performance goals and objectives as determined by the Compensation Committee of the Board (the "Compensation Committee"). The Executive acknowledges that the Board or the Compensation Committee, as appropriate, may elect to modify or terminate annual incentive compensation for all executives at any time. c. Long Term Incentive Compensation. The Executive's compensation shall also include participation (i) in the Company's 1982 Stock Option Plan; (ii) in the Company's 1991 Officers Stock Purchase and Loan Plan; and (iii) any "shareholder value plan" or other long-term compensation plan for senior officers of the Company adopted by the Compensation Committee or the Board, on the same basis as similarly situated executive officers of the Company. The Executive acknowledges that the Board, or the Compensation Committee, as appropriate, may elect to terminate or modify any or all long-term incentive compensation at any time. d. Associate Benefit Plans. The Executive will be eligible to participate in any and all employee benefit plans, medical insurance plans, retirement plans, and other benefit plans in effect for employees in similar positions at the Company (the "Company Plans") or any other plans applicable for other officers or executive officers of the Company. Such participation shall be subject to the terms of the applicable plan documents and the Company's generally applied policies. In addition, the Executive acknowledges that the Company may elect to terminate or modify any or all Company Plans at any time. e. Travel. It is contemplated that the Executive will be required to incur travel and entertainment expense in the interests and on behalf of the Company and in furtherance of its business. The Executive agrees to comply with the travel and entertainment guidelines of the Company, which may be modified from time to time (the "T&E Guidelines"). The Company at the end of each month during the period of this Agreement will, upon submission of appropriate bills or vouchers, reimburse expenses incurred by the Executive during such month in compliance with -2- the T&E Guidelines. The Executive agrees to maintain adequate records, in such detail as the Company may reasonably request, of all expenses to be reimbursed by the Company hereunder and to make such records available for inspection as and when reasonably requested by the Company. 4. Employment Termination Outside of Change of Control. a. Incapacity; Death. This Agreement may be terminated by the Company, by delivery of a "Notice of Termination" (defined in Section 8) to the Executive or his personal representative given at least thirty (30) days prior to the effective date specified therein, in the event that the Executive shall be unable to perform his duties hereunder for a period of more than three consecutive months as a result of illness or incapacity. This Agreement shall terminate on the death of the Executive. b. Without Cause. This Agreement may be terminated by the Company, without cause, by delivery of a "Notice of Termination" (defined in Section 8) given to the Executive ten (10) days prior to the effective date of such termination. c. Severance Compensation. Upon termination of this Agreement pursuant to Section 4 (a) or 4 (b), the Company shall pay to the Executive or his legal representative certain compensation (the "Severance Compensation") as follows: (i) Base Salary. The Executive shall be paid fifty-two (52) weeks of base salary, and the Company shall continue in effect for a period of fifty-two (52) weeks after the effective date of the Executive's termination, all health/life/disability insurance coverage provided to the Executive and his immediate family on the day immediately prior to the date of notice of termination or, if the Executive shall so elect, the Company shall pay to the Executive an amount equal to the portion of the premium allocable to the Executive for providing such coverage, provided, however, if such coverage cannot be continued by the Company, the Company shall pay to the Executive an amount sufficient for the Executive to obtain substantially similar coverage for a period of fifty-two (52) weeks after the effective date of termination. (ii) Incentive Compensation. The Executive shall also be entitled to annual incentive compensation (i) actually earned by the Executive, if any, pursuant to Section 3(b) of this Agreement for the Company's current fiscal year prorated through the effective date of termination, which compensation shall be paid no later than forty-five (45) days after the end of the Company's fiscal year and (ii) an amount equal to the sum of the annual incentive compensation earned by the Executive over the two calendar years prior to the effective date of termination, divided by two ("Average Annual Incentive Compensation"). Compensation pursuant to paragraph 3(c) (long term incentive compensation) shall be governed by the terms of the subject plans. -3- (iii) Severance Compensation Reduction. In the event termination is pursuant to Section 4 (a) of this Agreement, the portion of Severance Compensation to be paid pursuant to Section 4(i) and (ii) shall be reduced by the amount of any life insurance proceeds paid by or through the Company or disability insurance payments for one (1) year, as appropriate, payable to the Executive or his personal representative or other beneficiary. (iv) Timing. The Company, at its option, shall pay to the Executive or his legal representative the sums payable to such Executive or his legal representative on account of the portion of Severance Compensation consisting of (y) base salary either in a lump sum or in monthly increments payable on the first day of each month over the succeeding twelve (12) month period; and (z) the Average Annual Incentive Compensation within thirty (30) days after the effective date of termination. (v) Life Insurance. The Executive shall also be entitled to direct the Company to change the beneficiary of any non-group life insurance policy to another person or group. d. By the Executive. This Agreement may be terminated by the Executive, upon delivery of a "Notice of Termination" (defined in Section 8) given at least ninety (90) days before the effective date of termination or for "Good Reason," which, for the purposes of this subsection, shall mean for the reasons set forth in subsections 5(d)(i) to (vi). In such event, the Executive shall not be entitled to any compensation under this Agreement for any period not worked after the termination date, other than compensation to which the Executive is entitled pursuant to Section 5. e. For Cause. The Company may terminate this Agreement for cause by providing a "Notice of Termination" (defined in Section 8). In such event, the Executive shall not be entitled to any compensation under this Agreement for the period after the termination date, and any compensation paid to the Executive shall be net of any sums owed by the Executive to the Company as a result of the act for which the employment of the Executive was terminated. The circumstances under which the Company will be deemed to have cause to terminate this Agreement will be a breach of this Agreement or a serious offense inconsistent with his duties as an Executive which shall include but not be limited to the following: (i) The Executive is convicted of or pleads nolo contendere to any crime, other than a traffic offense or misdemeanor; (ii) The Executive shall commit, with respect to the Company, an act of fraud or embezzlement or shall have been grossly negligent in the performance of his duties hereunder; (iii) The Executive engages in gross dereliction of duties, refusal to perform assigned duties consistent with his position, or repeated violation of the Company's policies after written warning; or, -4- (iv) The Executive engages in drug abuse. f. Consulting Services. Upon termination of this Agreement, the Executive shall, for a period of up to one year following the effective date of termination, render such advisory or consulting services to the Company as it may reasonably request, taking into account the Executive's health, business commitments, geographical location and other relevant circumstances. The intent of this paragraph is not to obligate the Executive to perform any day-to-day duties for the Company following termination of his employment but only to assist management in effecting a smooth transition of the functions or projects for which the Executive was responsible while an employee of the Company. Should the Executive fail to render such advisory or consulting services, after 30 days' prior written notice to the Executive and the Executive's failure to commence the rendering of such service, the Company's sole remedy shall be to terminate payment of any remaining severance compensation. If this Agreement is terminated pursuant to Section 4(d)(except where the termination is for "Good Reason") or 4(e) and no Severance Compensation is paid to the Executive, the Executive shall be paid on an hourly basis to the extent requested by the Company to perform advisory or consulting services, based upon his base salary prior to termination for the actual time spent for advisory or consulting services for the Company. g. Return of Company Property. The parties acknowledge and agree that records, files, reports, manuals, handbooks, computer diskettes, computer software, customer files and information, documents, equipment and the like, relating to the Company's business or which are developed for or by the Company, or which Executive shall develop, create, use, prepare or come into possession of during his employment with the Company, shall remain the sole property of the Company and Executive covenants to promptly deliver to the Company any and all such property and any copies thereof no later than the termination of Executive's employment with the Company. h. Covenants. The Executive shall not be entitled to any Severance Compensation or benefits for any period he is in violation of the Covenants in Section 6. 5. Change of Control. a. Change of Control. For purposes of this Agreement, "Change of Control" shall mean (i) the merger or consolidation of the Company with any other real estate investment trust, corporation or other business entity, in which the Company is not the survivor (without respect to the legal structure of the transaction), (ii) the transfer or sale of all or substantially all of the assets of the Company other than to an affiliate or subsidiary of the Company, (iii) the liquidation of the Company, or (iv) the acquisition by any person or by a group of persons acting in concert, of more than 50% of the outstanding voting securities of the Company, which results in the resignation or addition of fifty percent (50%) or more members of the Board or the resignation or addition of fifty percent (50%) or more independent members of the Board. -5- b. Compensation Upon Termination. Following a Change in Control that results in termination of the Executive's employment, the Executive shall be entitled to the following benefits unless such termination is by the Executive other than for "Good Reason" (as defined below): (i) Compensation. The Company shall pay the Executive one hundred four (104) weeks of base salary at the rate in effect at the time Notice of Termination is given, and the equivalent of two years of annual incentive compensation based upon the average annual incentive compensation earned by the Executive for the two calendar years prior to the effective date of termination, plus all other amounts to which the Executive is entitled under any compensation plan of the Company. (ii) Benefits. The Company shall provide the Executive with life, disability, accident and health insurance coverage (including any dependent coverage) substantially similar to the coverage the Executive is receiving immediately prior to the Notice of Termination, for a twenty four (24) month period after the Executive's termination. Benefits otherwise receivable by the Executive pursuant to this subsection (ii) shall be reduced to the extent comparable benefits are actually received by the Executive during the twenty-four (24) month period following termination, and any such benefits actually received by the Executive shall be reported to the Company. (iii) Long-Term Incentive Compensation. All of the Executive's outstanding options, stock appreciation rights and any other awards in the nature of rights that may be exercised shall become fully vested and immediately exercisable; all restrictions on any outstanding other awards held by the Executive (such as awards of restricted stock) shall lapse; and the Executive's balance in any deferred compensation plan or shareholder value plan shall become fully vested and immediately payable; provided, however, that such acceleration will not occur if, in the opinion of the Company's accountants, such acceleration would preclude the use of "pooling of interest" accounting treatment for a Change of Control transaction that (a) would otherwise qualify for such accounting treatment, and (b) is contingent upon qualifying for such accounting treatment. (iv) Timing. The Severance Payments shall be made no later than the thirtieth (30th) business day following the effective date of termination. However, if the amounts of the Severance Payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate of the minimum amount of such payments and shall pay the remainder of such payments as soon as the amount thereof can be determined but in no event later than the ninetieth (90th) day after the effective date of termination. -6- c. Limitation of Benefits. (i) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether payable or distributable pursuant to the terms of this Agreement or otherwise)(such benefits, payments or distributions are hereinafter referred to as "Payments") would, if paid, be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Code, then the aggregate present value of the Payments shall be reduced (but not below zero) to an amount expressed in present value that maximizes the aggregate present value of the Payments without causing the Payments or any part thereof to be subject to the Excise Tax and therefore nondeductible by the Company because of Section 280G of the Code (the "Reduced Amount"). For purposes of this Section, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (ii) All determinations required to be made under this Section, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by Ernst & Young, LLP or such other certified public accounting firm acceptable to the Company, in its sole discretion (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section ("Underpayment"), consistent with the calculations required to be made hereunder. The Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. d. Good Reason. The Executive shall be entitled to terminate this Agreement for Good Reason. For purposes of this Section 5, "Good Reason" shall mean the occurrence, within two (2) years after a Change in Control, of any of the following circumstances: (i) the assignment to the Executive of any duties inconsistent with the Executive's position and status as Director of Development for the Northern and Southern Regions or a substantial adverse alteration in the nature or -7- status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) a ten percent (10%) or greater reduction by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time except for across-the-board salary reductions affecting senior executives of the Company and senior executives of any person directly or indirectly in control of the Company; (iii) the Executive's relocation by the Company to a location not within fifty miles of the Executive's present office or job location; (iv) the failure by the Company to pay to the Executive any portion of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within thirty (30) days of the date such compensation is due; (v) the failure by the Company to continue in effect any annual or long-term monetary incentive opportunity to which the Executive was entitled, or any compensation plan in which the Executive participates immediately prior to the Change in Control which constitutes more than ten percent (10%) of the Executive's total compensation; provided, however, that the Company may modify the monetary incentive opportunities so as to provide the Executive with the same or similar monetary incentive opportunities; (vi) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement or a similar agreement satisfactory to the Executive; (vii) in the event the Executive terminates this Agreement for Good Reason following a Change in Control as provided by this Section 5, the Executive shall be entitled to the compensation provided by Section 5(b), reduced by the amount of compensation received by the Executive following the Change in Control through the effective date of termination. e. Potential Change of Control. For purposes of this Agreement, a "Potential Change in Control" shall be deemed to have occurred if (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; (iii) any person, who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or more of the combined voting power of the Company's then outstanding securities increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date -8- hereof; or (iv) the Board adopts a resolution to the effect that, for the purposes of this Agreement, a Potential Change in Control has occurred. In the event of a Potential Change in Control the Executive will remain in the employ of the Company until the earliest of (x) a date which is six (6) months from the occurrence of such Potential Change in Control, or (y) the occurrence of a Change in Control. 6. Confidentiality; Non-Competition and Non-Solicitation Covenants. a. Basis for Covenants. The Executive acknowledges that i) he will be employed as an executive officer in a managerial capacity; ii) his employment with the Company gives him access to confidential and proprietary information concerning the Company; iii) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company; and iv) the Executive is to receive consideration pursuant to this Agreement. Executive recognizes and acknowledges that the confidential information described in Section 6(b) (the "Confidential Information") which he will acquire in the course of his employment is utilized by the Company in all geographic areas in which the Company does business. Further, the Confidential Information will also be utilized in all geographic areas into which the Company expands its business. Thus, Executive acknowledges that he will be a formidable competitor in all areas where the Company conducts business. Executive also acknowledges that the Covenants serve to protect the Company's investment in the Confidential Information. b. Confidentiality. (i) The Executive acknowledges that he will be exposed to and learn a substantial amount of information which is proprietary and confidential to the Company, whether or not he develops or creates such information. The Executive acknowledges that such proprietary and confidential information may include, but is not limited to, trade secrets; acquisition or merger information; advertising and promotional programs; resource or developmental projects; plans or strategies for future business development; financial or statistical data; customer information, including, but not limited to, customer lists, sales records, account records, sales and marketing programs, pricing matters, and strategies and reports; and any Company manuals, forms, techniques, and other business procedures or methods, devices, computer software or matters of any kind relating to or with respect to any confidential program or projects of the Company, or any other information of a similar nature made available to the Executive and not known in the trade in which the Company is engaged, which, if misused or disclosed, could adversely affect the business or standing of the Company. Confidential Information shall not include information that is generally known or generally available to the public through no fault of the Executive. (ii) The Executive agrees that except as required by law, he will not at any time divulge to any person, agency, institution, company or other entity any -9- information which he knows or has reason to believe is proprietary or confidential to the Company, including but not limited to the types of information described in Section 6(b)(i), or use such information to the competitive disadvantage of the Company. The Executive agrees that his duties and obligations under this Section 6 will continue for 12 months from the termination of his employment or as long as the Confidential Information remains proprietary or confidential to the Company. c. Non-Competition. During the period of the Executive's employment, the Executive agrees that he will not, on behalf of anyone other than the Company, engage in any managerial, executive, sales, or marketing activities related to any business in which the Company is or becomes engaged during the Executive's employment without the consent of the Board. d. Non-Solicitation. The Executive agrees that for a twelve (12) month period following the termination of his employment with the Company for any reason (including the Executive's resignation), the Executive shall not, directly or indirectly, hire or solicit any employee of the Company employed at the time of his termination, or encourage any such employee to leave such employment. e. Scope of Covenants. (i) Executive acknowledges that the Company intends to extend business operations throughout the United States of America. Therefore, for a period of twelve (12) months after termination of Executive's employment for any reason (including Executive's resignation), Executive agrees that he shall not directly or indirectly carry on or participate in the ownership or management of apartment communities of the same class and quality of the communities owned by the Company that directly competes with the Company anywhere within the United States of America. (ii) Independent of the preceding provision, Executive agrees that he shall not, for a period of twelve (12) months after termination of Executive's employment, directly or indirectly carry on or participate in the ownership or management of apartment communities of the same class and quality of the apartment communities owned by the Company that directly competes with the Company within any county or city in which the Company conducts business. (iii) These covenants shall not apply in the event the Executive is terminated (i) by the Company without cause or as a result of a Change of Control, or (ii) by the Executive (y) for Good Reason, which, for the purposes of this subsection, shall mean any of the reasons set forth in subsections 5(d)(i) to (iv), or (z) for a period of one (1) year following any change in the officer to whom the Executive directly reports. -10- f. Reasonableness of Covenants. The Executive agrees that the Covenants are necessary for the reasonable and proper protection of the Company and that the Covenants are reasonable in respect of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him from earning a livelihood following the termination of his employment with the Company. g. Governing Law; Public Policy. (i) The parties agree that it is not their intention to violate any public policy or statutory or common law. The parties intend that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any provision of this Agreement is found by a court to be unenforceable, the parties authorize the court to amend or modify the provision to make it enforceable in the most restrictive fashion permitted by law. (ii) The Executive and the Company are sophisticated parties and fully understand (i) the ramifications of the non-competition, non-solicitation and confidentiality restrictions of this Agreement and (ii) that the laws of each state with respect to the enforceability of such provisions vary. The parties are specifically selecting the internal laws of the Commonwealth of Virginia to govern this Agreement in order that it be enforceable against all of them. h. Outside Business. The Company acknowledges that the Executive's family is engaged in seniors housing and land banking (the 'Family Business') and that the Executive is engaged in the Family Business. Sections 6(c) and 6(e) shall not apply to the Executive's participation in the Family Business. The Company also acknowledges that the Executive is involved in the "land bank" business described in the attached memo dated January 8, 1999, (the "Land Bank Business"). In the event the Company elects to participate in the Land Bank Business or similar business in the future, Executives participation in the Land Bank Business shall not be a violation of the covenants in Section 6(c) or 6(e). i. Separate Agreement Upon Termination. The provisions of this Section 6 so far as they relate to the period after the end of the term of this Agreement shall continue to have effect and shall operate as a separate agreement between the Company and the Executive. 7. Successors and Assigns. a. The Executive acknowledges and agrees that this Agreement is a contract for his personal services, he is not entitled to assign, subcontract, or transfer any of the obligations imposed or benefits provided under this Agreement. -11- b. This Agreement shall be binding on and will inure to the benefit of any successors or assigns of the Company. 8. Definitions. The following terms shall have the following meanings: a. A "Notice of Termination" shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and, if appropriate, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provisions so indicated. b. "Code" shall mean the Internal Revenue Code of 1986, as amended. 9. Miscellaneous. a. Integration. This Agreement contains the complete agreement between the Executive and the Company with respect to its subject matter. This Agreement supersedes all previous and contemporaneous agreements, negotiations, commitments, writings, and undertakings. b. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, regardless of choice of law rules. Any dispute arising between the parties related to or involving this Agreement will be litigated in a court having jurisdiction in the Commonwealth of Virginia. c. Modifications. This Agreement may be modified or waived only by a writing signed by both parties. d. Waivers. Any waiver of a breach of this Agreement will not constitute a waiver of any future breach, whether of a similar or dissimilar nature. e. Severability. The covenants in the various provisions of Section 6 are separate and independent contractual provisions. The invalidity or unenforceability of any particular restrictive covenant or any other provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. -12- WE AGREE TO THIS: UNITED DOMINION REALTY TRUST, INC., a Virginia corporation By: /s/ John P. McCann ------------------------------ Its: Chairman EXECUTIVE /s/ Richard A. Giannotti - ---------------------------------- RICHARD A. GIANNOTTI -13- EX-10.25 9 d23068exv10w25.txt COMPENSATION SUMMARY EXHIBIT 10.25 COMPENSATION SUMMARY EXECUTIVE COMPENSATION BASE SALARY. The following table sets forth the annual base salary levels of the Company's Named Executive Officers (which officers were determined by reference to the Company's proxy statement for the Annual Meeting of Stockholders to be held on May 3, 2005) for 2005 and 2004:

NAME AND PRINCIPAL POSITION YEAR BASE SALARY - ----------------------------------------------------------- ---- ----------- Thomas W. Toomey 2005 $450,000 Chief Executive Officer and President 2004 $400,270 W. Mark Wallis 2005 $260,000 Senior Executive Vice President 2004 $251,300 Christopher D. Genry 2005 $260,000 Executive Vice President and Chief Financial Officer 2004 $245,000 Martha R. Carlin 2005 $220,000 Senior Vice President, Director of Property Operations 2004 $211,300 Richard A. Giannotti 2005 $200,000 Executive Vice President--Asset Quality 2004 $190,000

ANNUAL INCENTIVE COMPENSATION. Annual incentive compensation (bonuses) is tied to our performance and the degree to which our executives' individual objectives are achieved. Annual incentive compensation is designed to bring our executives' total compensation to approximately equal to industry averages when performance objectives are met and to the upper percentile when performance is superior. The primary corporate objectives considered in determining annual incentive compensation for our executive officers are: (1) growth in funds from operations per share, or FFO, (2) our total return to common stockholders, (3) our balance sheet strength and flexibility, (4) growth of dividend, and (5) key company objectives. The following table sets forth information regarding annual incentive compensation for our Named Executive Officers for 2004 and 2003:

NAME YEAR BONUS - --------------------------- ---- ------------- Thomas W. Toomey 2004 $1,250,000(1) 2003 $ 950,000 (2) W. Mark Wallis 2004 $ 550,000 (1) 2003 $ 450,000 (2) Christopher D. Genry 2004 $ 550,000 (1) 2003 $ 500,000 (2) Martha R. Carlin 2004 $ 420,000 (1) 2003 $ 335,000 (2) Richard A. Giannotti 2004 $ 155,000 (1) 2003 $ 140,000

- ---------------------- (1) Mr. Toomey received $1,000,000, Mr. Wallis received $200,000, Mr. Genry received $200,000, and Ms. Carlin received $120,000 of their 2004 bonus in the form of a grant of 44,743, 8,949, 8,949, and 5,369 shares, respectively, of restricted common stock at a price of $22.35 per share on the date of grant. Mr. Toomey's restricted common stock vests on February 18, 2009. The other Named Executive Officers' shares vest pro rata over a four-year period ending February 18, 2009. Distributions are paid on the restricted common stock at the same rate as on unrestricted common stock. (2) Mr. Toomey received $950,000, Mr. Wallis received $100,000, Mr. Genry received $250,000, and Ms. Carlin received $50,000 of their 2003 bonus in the form of a grant of 51,463, 5,417, 13,543, and 2,709 shares, respectively, of restricted common stock at a price of $18.46 per share on the date of grant. Mr. Toomey's restricted common stock vests on February 12, 2009. The other Named Executive Officers' shares vest pro rata over a five-year period ending February 12, 2009. Distributions are paid on the restricted common stock at the same rate as on unrestricted common stock. LONG-TERM INCENTIVE COMPENSATION. Long-term incentive compensation is targeted to be approximately equal to industry averages when performance objectives are met and to be above industry averages when the long-term performance of our common stock is above average. For 2004 and 2003, the components of our long-term incentive compensation were the 1999 Long-Term Incentive Plan and the Series B Out-Performance Program. The Compensation Committee determines long-term incentive compensation in consultation with its independent consultant and our Chief Executive Officer. In addition to the restricted stock grants described in the table above under "Annual Incentive Compensation," Mr. Giannotti and Ms. Carlin each received a grant on October 20, 2003 of 2,740 shares of restricted common stock priced at $18.24 per share on the date of grant. The grants of restricted common stock to our Named Executive Officers as described herein were made under our 1999 Long-Term Incentive Plan. Distributions are paid on the restricted common stock at the same rate as on unrestricted common stock. The Series B Out-Performance Program is designed to provide participants with the possibility of substantial returns on their investment if the total return on our common stock exceeds targeted levels, while putting the participants' investment at risk if those levels are not exceeded. The membership units have the following features: o They represent equity in United Dominion Realty, L.P., or "UDR LP." UDR LP has outstanding an aggregate of 1,000,000 of its Class II Out-Performance Partnership Shares that it sold to UDR Out-Performance II, LLC , or the "Series B LLC". The Series B LLC is a limited liability company formed and owned by the holders of the membership units and governed by a board of managers consisting of Messrs. Klingbeil, Larson, Toomey and Wallis. The membership units were sold at a cash price of $1.00 per unit to the purchasers. o The purchase price for the membership units was determined by the Compensation Committee based on the advice of an independent valuation expert. o If a holder of membership units leaves our employ prior to the completion of the performance period and the vesting of the membership units, the Series B LLC has the right, but not the obligation, to repurchase the membership units for the initial price paid by the purchaser. Should the Series B LLC choose to resell those membership units, the purchase price will be determined by the Compensation Committee based upon the advice of an independent valuation expert. o The membership units will have no value unless the cumulative total return on our common stock for the 24-month period from June 1, 2003 to May 31, 2005 exceeds the cumulative total return of the Morgan Stanley REIT Index peer group index over the same period and is at least the equivalent of a minimum 22% total return or 11% annualized. (As of March 1, 2005 the cumulative total of the Morgan Stanley REIT Index was 53.72% and cumulative total return on our common stock was 42.54%.) If the cumulative total return on our common stock satisfies the above performance criteria at the conclusion of the measurement period, the holders of the membership units will receive distributions and allocations of income and loss from UDR LP based on the number of membership units in the Series B LLC. If on the Valuation Date the cumulative total return on our common stock does not satisfy the performance criteria, the holders of the membership units will forfeit their initial investment. The Series B LLC currently has outstanding a total of 690,000 of its membership units held by members of our senior management and has 310,000 units available for issuance. The following table sets forth information regarding membership units that have been sold to our Named Executive Officers in 2004 and 2003 in accordance with our Series B Out-Performance Program:

NAME YEAR NUMBER OF UNITS - ----------------------------- ---- --------------- Thomas W. Toomey 2004 0 2003 340,000 W. Mark Wallis 2004 0 2003 140,000 Christopher D. Genry 2004 0 2003 130,000 Martha R. Carlin 2004 0 2003 0 Richard A. Giannotti 2004 30,000 2003 0

A copy of our 1999 Long-Term Incentive Plan, as amended and restated through July 22, 2004, and the form of restricted stock award thereunder, are attached as Exhibits 99.6 and 99.5, respectively, to our Current Report on Form 8-K dated December 31, 2004 and are incorporated herein by reference. A description of our Series B Out-Performance Program is attached as Exhibit 10.22 to our Annual Report on Form 10-K for the year ended December 31, 2003 and is incorporated herein by reference. OTHER COMPENSATION. In 2003, Mr. Genry, Mr. Giannotti and Ms. Carlin each received a $6,000 non-discretionary 401(k) matching contribution made by us under our Profit Sharing Plan. In 2004, Mr. Genry and Mr. Giannotti each received a $6,500 non-discretionary 401(k) matching contribution and Ms. Carlin received a $1,780 non-discretionary 401(k) matching contribution made by us under our Profit Sharing Plan. DIRECTOR COMPENSATION 2004 DIRECTOR COMPENSATION. In fiscal 2004, non-employee directors did not receive any cash compensation for their services other than reimbursement of expenses. Each non-employee director received a grant of 5,000 shares of restricted stock that vested on January 1, 2005. 2005 DIRECTOR COMPENSATION. Our compensation program for non-employee directors consists of a combination of cash retainers for board and committee service, service-based restricted stock and performance shares that vest only if our total stockholder return over a three-year period meets or exceeds that of a designated peer group of apartment REITs. Total pay associated with cash retainers and restricted stock is targeted at peer group median levels. If we outperform our peers in terms of total stockholder return, total pay can equal or exceed 75th percentile levels. Annual retainers for board and committee service are set at competitive levels in recognition of the time commitments and responsibility levels associated with serving on public company boards within the current environment. For 2005, each non-employee director will receive an annual retainer fee of $40,000 ($75,000 for a non-employee chairman of the board of directors), which may be taken in cash or shares of restricted common stock. Non-employee directors, other than committee chairpersons, also receive an annual retainer fee of $5,000 for each committee on which they serve. The chairpersons of each of the Audit, Compensation, Executive and Governance Committees receive an annual retainer fee of $10,000. These fees were paid in January 2005. Also in January 2005, each non-employee director received a grant of 2,000 shares of restricted stock that vests one year from the date of grant and a grant of 3,000 shares of restricted stock that vests one-third on each anniversary of the date of grant if the company has met certain performance thresholds. Such 3,000 shares vest over a three-year measurement period from the date of grant on the following basis (1) 100 shares will vest if our total stockholder return (share price appreciation plus dividends paid) during such measurement period is at the 50th percentile of total stockholder return from a REIT peer group index to be selected by the board of directors, (2) 100 shares will vest for each percentage point by which our total stockholder return for such measurement period exceeds the 50th percentile of such peer group index, and (3) the remainder will vest if total stockholder return during such measurement period is equal to or exceeds the 75th percentile of such peer group index. Directors are entitled to receive dividends during the vesting period; however, any unvested shares at the end of the three-year vesting period will be returned to us and cancelled. All restricted stock granted to our non-employee directors is priced at the closing price of our common stock on the grant date. Directors who are also employees of the company receive no additional compensation for service as a director. EX-12 10 d23068exv12.htm COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Exhibit 12

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

(Dollars in thousands)

				Years ended December 31,
				2004			2003			2002			2001			2000
Income/(loss) before discontinued operations, net of minority interests				$	31,821		$	33,349		($	4,291	)	$	9,309		$	13,574
Add:
	Portion of rents representative of the interest factor				651			651			691			794			866
	Minority interests				625			(260	)		(666	)		384			(192	)
	Loss on equity investment in joint venture				—			—			—			254			111
	Interest on indebtedness from continuing operations				124,087			117,457			128,522			135,088			147,455
	Earnings			$	157,184		$	151,197		$	124,256		$	145,829		$	161,814
Fixed charges and preferred stock dividend:
	Interest on indebtedness from continuing operations			$	124,087		$	117,457		$	128,522		$	135,088		$	147,455
	Capitalized interest				986			1,808			931			2,925			3,650
	Portion of rents representative of the interest factor				651			651			691			794			866
	Fixed charges				125,724			119,916			130,144			138,807			151,971
Add:
	Preferred stock dividend				19,531			26,326			27,424			31,190			36,891
	Accretion of preferred stock				5,729			19,271			—			—			—
		Preferred stock dividend and accretion of preferred stock			25,260			45,597			27,424			31,190			36,891
			Combined fixed charges and preferred stock dividend	$	150,984		$	165,513		$	157,568		$	169,997		$	188,862
Ratio of earnings to fixed charges					1.25	x		1.26	x		—			1.05	x		1.06	x
Ratio of earnings to combined fixed charges and preferred stock dividend					1.04	x		—			—			—			—

      For the year ended December 31, 2003, the ratio of earnings to combined fixed charges and preferred stock dividend was deficient of achieving a 1:1 ratio by $14.3 million.

      For the year ended December 31, 2002, the ratio of earnings to fixed charges was deficient of achieving a 1:1 ratio by $5.9 million.

      For the year ended December 31, 2002, the ratio of earnings to combined fixed charges and preferred stock dividend was deficient of achieving a 1:1 ratio by $33.3 million.

      For the year ended December 31, 2001, the ratio of earnings to combined fixed charges and preferred stock dividend was deficient of achieving a 1:1 ratio by $24.2 million. For the year ended December 31, 2000, the ratio of earnings to combined fixed charges and preferred stock dividend was deficient of achieving a 1:1 ratio by $27.0 million.

EX-3.02

                                                                    EXHIBIT 3.02

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                       UNITED DOMINION REALTY TRUST, INC.

                                   MAY 4, 2004



                                TABLE OF CONTENTS

                                                                                    
ARTICLE I            OFFICES.........................................................   1

         Section 1.1     Principal Office in Maryland and Resident Agent.............   1

         Section 1.2     Other Offices...............................................   1

ARTICLE II           STOCKHOLDERS' MEETINGS..........................................   1

         Section 2.1     Place of Meetings...........................................   1

         Section 2.2     Annual Meetings.............................................   2

         Section 2.3     Special Meetings............................................   2

         Section 2.4     Notice of Meetings..........................................   2

         Section 2.5     Record Date.................................................   3

         Section 2.6     Quorum and Voting...........................................   4

         Section 2.7     Right to Vote; Proxies......................................   5

         Section 2.8     Voting of Shares by Certain Holders.........................   5

         Section 2.9     Inspectors..................................................   6

         Section 2.10    Action Without Meetings.....................................   6

         Section 2.11    Voting by Ballot............................................   7

ARTICLE III          DIRECTORS.......................................................   7

         Section 3.1     Number and Term of Office...................................   7

         Section 3.2     Powers......................................................   7

         Section 3.3     Vacancies...................................................   7

         Section 3.4     Resignations and Removals...................................   7

         Section 3.5     Meetings....................................................   8

         Section 3.6     Quorum and Voting...........................................   8

         Section 3.7     Action Without Meeting......................................   9

         Section 3.8     Fees and Compensation.......................................   9

         Section 3.9     Presumption of Assent.......................................   9

         Section 3.10    Committees..................................................   9

ARTICLE IV           OFFICERS........................................................  11

         Section 4.1     Officers Designated.........................................  11

         Section 4.2     Tenure and Duties of Officers...............................  11



                                      - i -


                                                                                   
ARTICLE V             EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
                      OF SECURITIES OWNED BY THE CORPORATION........................  12

         Section 5.1     Execution of Corporate Instruments.........................  12

         Section 5.2     Voting of Securities Owned by Corporation..................  12

ARTICLE VI            SHARES OF STOCK...............................................  13

         Section 6.1     Certificates...............................................  13

         Section 6.2     Transfers..................................................  13

         Section 6.3     Replacement Certificate....................................  14

         Section 6.4     Stock Ledger...............................................  14

         Section 6.5     Issuance of Units..........................................  14

         Section 6.6     Fractional Share Interests or Scrip........................  14

         Section 6.7     Dividends..................................................  15

ARTICLE VII           INDEMNIFICATION...............................................  15

         Section 7.1     Right to Indemnification...................................  15

         Section 7.2     Provisions Nonexclusive....................................  15

         Section 7.3     Authority to Insure........................................  15

         Section 7.4     Survival of Rights.........................................  16

         Section 7.5     Subrogation................................................  16

         Section 7.6     No Duplication of Payments.................................  16

         Section 7.7     Right of Claimant to Bring Suit............................  16

ARTICLE VIII          MISCELLANEOUS.................................................  17

         Section 8.1     Fiscal Year................................................  17

         Section 8.2     Exemption From Control Share Acquisition Act...............  17

         Section 8.3     Other Securities of the Corporation........................  17

         Section 8.4     Corporate Seal.............................................  17

         Section 8.5     Amendments.................................................  17

         Section 8.6     Reliance...................................................  18



                                     - ii -


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                       UNITED DOMINION REALTY TRUST, INC.

                                    ARTICLE I

                                     OFFICES

SECTION 1.1 PRINCIPAL OFFICE IN MARYLAND AND RESIDENT AGENT.

      The address of the principal office of the corporation in the State of
Maryland is 300 E. Lombard Street, Baltimore, Maryland 21202. The name and
address of the resident agent in the State of Maryland is The Corporation Trust
Incorporated, a Maryland corporation, 300 E. Lombard Street, Baltimore, Maryland
21202.

SECTION 1.2 OTHER OFFICES.

      The corporation may also have and maintain such other offices or places of
business, both within and outside the State of Maryland as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                             STOCKHOLDERS' MEETINGS

SECTION 2.1 PLACE OF MEETINGS.

      (a) Meetings of stockholders may be held at such place, either within or
outside the State of Maryland, as may be designated by or in the manner provided
in these Bylaws or, if not so designated, as determined by the Board of
Directors. The Board of Directors may, in its sole discretion, determine that
the meeting may not be held at any place, but may instead be held solely by
means of remote communication as authorized by paragraph (b) of this Section
2.1.

      (b) If authorized by the Board of Directors in its sole discretion, and
subject to such guidelines and procedures as the Board of Directors may adopt,
stockholders and proxyholders not physically present at a meeting of
stockholders may, by means of remote communication:

            (i) Participate in a meeting of stockholders; and

            (ii) Be deemed present in person and vote at a meeting of
stockholders whether such meeting is to be held at a designated place or solely
by means of remote communication, provided that the corporation (A) implements
reasonable measures to verify that

                                        1


each person deemed present and permitted to vote at the meeting by means of
remote communication is a stockholder or proxyholder, (B) implements reasonable
measures to provide such stockholders and proxyholders a reasonable opportunity
to participate in the meeting and to vote on matters submitted to the
stockholders, and (C) maintains a record of any vote or action by any
stockholder or proxyholder at the meeting by means of remote communication.

      (c) "Remote communication" means a conference telephone or similar
communications equipment provided that all persons participating in the meeting
can hear each other at the same time.

SECTION 2.2 ANNUAL MEETINGS.

      The annual meetings of the stockholders of the corporation, for the
purpose of election of directors and for such other business as may lawfully
come before it, shall be held on such date and at such time the Board of
Directors designates from time to time. Failure to hold an annual meeting does
not invalidate the corporation's existence or affect any otherwise valid
corporate act.

SECTION 2.3 SPECIAL MEETINGS.

      Special meetings of the stockholders of the corporation may be called, for
any purpose or purposes, by the Chairman of the Board of Directors or the
President or by a majority of the Board of Directors at any time. Upon written
request of any stockholder or stockholders entitled to cast at least ten percent
(10%) of all the votes entitled to be cast at the meeting, if such request
states the purpose of the meeting and the matters proposed to be acted on at it,
delivered in person or sent by registered mail to the Chairman of the Board of
Directors, President or Secretary of the corporation, the Secretary shall inform
the stockholders who make the request of the reasonably estimated cost of
preparing and mailing a notice of the meeting and on payment of these costs to
the corporation, notify each stockholder entitled to notice of the meeting. The
Board of Directors has the sole power to fix the record date for determining
stockholders entitled to request a special meeting of the stockholders, the
record date for determining stockholders entitled to notice of and to vote at
the special meeting and the date, time and place of the special meeting.

SECTION 2.4 NOTICE OF MEETINGS.

      (a) Except as otherwise provided by law or in the Articles of
Incorporation, written notice of each meeting of stockholders, specifying the
place, if any, date and hour and, in the case of a special meeting or as
otherwise may be required by law, purpose or purposes of the meeting, and the
means of remote communication, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such meeting, shall be given
by the Secretary of the corporation not less than ten (10) nor more than ninety
(90) days before the date of the meeting to each stockholder entitled to vote
thereat, directed to his or her address as it appears upon the books of the
corporation. No business shall be transacted at a special meeting of
stockholders except as specifically designated in the notice.

      (b) When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time, place, if any, thereof, and the
means of remote

                                        2


communication, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such adjourned meeting, are announced at the
meeting at which the adjournment is taken unless the adjournment is for more
than one hundred twenty (120) days after the original record date, or unless
after the adjournment a new record date is fixed for the adjourned meeting, in
which event a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting.

      (c) Notice of the time, place and purpose of any meeting of stockholders
may be waived in writing, either before or after such meeting, and, to the
extent permitted by law, will be waived by any stockholder by his or her
attendance thereat, in person or by proxy. Any stockholder so waiving notice of
such meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given.

      (d) Without limiting the manner by which notice otherwise may be given
effectively to stockholders, any notice to stockholders given by the corporation
under any provision of Maryland General Corporation Law ("MGCL"), the Articles
of Incorporation or these Bylaws shall be effective when it is (i) personally
delivered to the stockholder, (ii) left at the stockholder's residence or usual
place of business, (iii) mailed to the stockholder at the stockholder's address
as it appears on the records of the corporation or (iv) if consented to by such
stockholder, transmitted to the stockholder by electronic mail to any electronic
mail address of the stockholder or by any other electronic means. Any such
consent shall be revocable by the stockholder by written notice to the
corporation. Any such consent shall be deemed revoked if (i) the corporation is
unable to deliver by electronic mail or other means two consecutive notices
given by the corporation in accordance with such consent, and (ii) such
inability becomes known to the Secretary or an assistant secretary of the
corporation or to the transfer agent or other person responsible for the giving
of notice; provided, however, the inadvertent failure to treat such inability as
a revocation shall not invalidate any meeting or other action. An affidavit of
the Secretary or an assistant secretary or of the transfer agent or other agent
of the corporation that the notice has been given by a form of electronic mail
or other means shall, in the absence of fraud, be prima facie evidence of the
facts stated therein. For purposes of these Bylaws, "electronic mail" or
"electronic means" means any form of communication, not directly involving the
physical transmission of paper, that creates a record that may be retained,
retrieved and reviewed by a recipient thereof, and that may be directly
reproduced in paper form by such a recipient through an automated process.

SECTION 2.5 RECORD DATE.

      For purposes of determining the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or to receive
payment of any dividend or other distribution or allotment of any rights, or to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may (a) fix,
in advance, a record date which shall not be more than ninety (90) days prior to
the date of any such meeting or the taking of such other actions; or (b) direct
that the stock transfer books be closed for a period not to exceed twenty (20)
days. A record date may not precede the date on which the record date is fixed.
In the case of a meeting of stockholders, the record date or the closing of the
transfer books shall be at least ten (10) days before the meeting. A
determination of stockholders of record entitled to notice of or to vote at a
meeting

                                        3


of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting. Except where the Board of Directors fixes a new record date for any
adjourned meeting, any stockholder who was a stockholder on the original record
date shall be entitled to receive notice of and to vote at a meeting of
stockholders or any adjournment thereof and to receive a dividend or allotment
of rights even though he or she has since such date disposed of his or her
shares, and no stockholder becoming a stockholder after such date shall be
entitled to receive notice of or to vote at such meeting or any adjournment
thereof or to receive such dividend or allotment of rights.

      If the Board of Directors does not so fix a record date or close the stock
transfer books, then:

      (a) The record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be the later of (i) at the close or
business on the day on which notice is mailed or (ii) at the close of business
on the thirtieth (30th) day next preceding the day on which the meeting is held.

      (b) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto provided that the payment of a dividend
or allotment of rights may not be made more than sixty (60) days after the date
on which such resolution was adopted.

SECTION 2.6 QUORUM AND VOTING.

      (a) At all meetings of stockholders except where otherwise provided by
law, the Articles of Incorporation or these Bylaws, the presence, in person or
by proxy duly authorized, of the holders of a majority of all the votes entitled
to be cast at the meeting shall constitute a quorum for the transaction of
business. Shares, the voting of which at said meeting have been enjoined, or
which for any reason cannot be lawfully voted at such meeting, shall not be
counted to determine a quorum at said meeting. In the absence of a quorum, any
meeting of stockholders may be adjourned, from time to time, by vote of the
holders of a majority of the shares represented thereat, but no other business
shall be transacted at such meeting. At such adjourned meeting at which a quorum
is present or represented, any business may be transacted that might have been
transacted at the original meeting.

      (b) Except as otherwise provided by law, the Articles of Incorporation or
these Bylaws, a majority of all the votes cast at a meeting at which a quorum is
present is sufficient to approve any matter that properly comes before the
meeting, except that a plurality of all the votes cast at a meeting at which a
quorum is present is sufficient to elect a director.

      (c) Except as otherwise provided by law or the Articles of Incorporation,
where a separate vote by a class or classes is required, a majority of the
outstanding shares of such class or classes present in person or represented by
proxy shall constitute a quorum entitled to take action with respect to that
vote on that matter, and the affirmative vote of the majority of shares of such
class or classes present in person or represented by proxy at the meeting shall
be the act of such class.

                                        4


SECTION 2.7 RIGHT TO VOTE; PROXIES.

      Unless the Articles of Incorporation provide for a greater or lesser
number of votes per share or limit or deny voting rights, each outstanding share
of stock, regardless of class, is entitled to one vote on each matter submitted
to a vote at a meeting of stockholders. A stockholder may cast the votes
entitled to be cast by the shares of the corporation owned of record by him or
her, either in person or by proxy in any manner authorized by law, by the
stockholder or by his or her duly authorized attorney in fact. Such proxy shall
be filed with the Secretary before or at the time of the meeting. A stockholder
may authorize another person to act as proxy by transmitting, or authorizing the
transmission of, an authorization by telegram, cablegram, datagram, electronic
mail or any other electronic or telephonic means to the person authorized to act
as proxy or to any other person authorized to receive the proxy authorization on
behalf of the person authorized to act as proxy, including a proxy solicitation
firm or proxy support service organization. No proxy shall be valid after eleven
(11) months from the date of its execution, unless otherwise provided in the
proxy. A proxy is revocable by a stockholder at any time without condition or
qualification unless the proxy states that it is irrevocable and the proxy is
coupled with an interest. A proxy may be made irrevocable for so long as it is
coupled with an interest. The interest with which a proxy may be coupled
includes an interest in the stock to be voted under the proxy or another general
interest in the corporation or its assets or liabilities.

SECTION 2.8 VOTING OF SHARES BY CERTAIN HOLDERS.

      (a) Shares registered in the name of a corporation, partnership, trust or
other entity, if entitled to be voted, may be voted by the president or a vice
president, a general partner or trustee thereof, as the case may be, or a proxy
appointed by any of the foregoing individuals, unless some other person who has
been appointed to vote such shares pursuant to a bylaw or a resolution of the
governing body of such corporation or other entity or agreement of the partners
of a partnership presents a certified copy of such bylaw, resolution or
agreement, in which case such person may vote such shares. Any director or other
fiduciary may vote shares registered in his or her name as such fiduciary,
either in person or by proxy.

      (b) Shares registered in the name of a person adjudged incompetent may be
voted and all rights incident thereto may be exercised only by his or her
guardian, in person or by proxy. Shares registered in the name of a deceased
person may be voted and all rights incident thereto may be exercised only by his
or her executor or administrator, in person or by proxy. Shares registered in
the name of a minor may be voted and all rights incident thereto may be
exercised by his or her guardian, in person or by proxy, or in the absence of
such representation by his or her guardian, by the minor, in person or by proxy,
whether or not the corporation has notice, actual or constructive, of the
minority or the appointment of a guardian, and whether or not a guardian has in
fact been appointed.

      (c) Shares registered in the names of two or more persons shall be voted
or represented in accordance with the vote or consent of the majority of the
persons in whose names the shares stand. If only one such person is present in
person or by proxy, he or she may vote all the shares, and all the shares
standing in the names of such persons are represented for the purpose of
determining a quorum. This procedure also applies to the voting of shares by two
or

                                        5


more administrators, executors, trustees or other fiduciaries, unless the
instrument or order of court appointing them otherwise directs.

      (d) Shares of the corporation directly or indirectly owned by it shall not
be voted at any meeting and shall not be counted in determining the total number
of outstanding shares entitled to be voted at any given time, unless they are
held by it in a fiduciary capacity, in which case they may be voted and shall be
counted in determining the total number of outstanding shares at any given time.

      (e) The Board of Directors may adopt by resolution a procedure by which a
stockholder may certify in writing to the corporation that any shares registered
in the name of the stockholder are held for the account of a specified person
other than the stockholder. The resolution shall set forth: the class of
stockholders who may make the certification; the purpose for which the
certification may be made; the form of certification; the information to be
contained in it; if the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or closing
of the stock transfer books within which the certification must be received by
the corporation; and any other provisions with respect to the procedure which
the Board of Directors considers necessary or desirable. On receipt of such
certification, the person specified in the certification shall be regarded as,
for the purposes set forth in the certification, the stockholder of record of
the specified shares in place of the stockholder who makes the certification.

SECTION 2.9 INSPECTORS.

      At any meeting of stockholders, the chairman of the meeting may appoint
one or more persons as inspectors for such meeting. Such inspectors shall
ascertain and report the number of shares represented at the meeting based on
their determination of the validity and effect of proxies, count all votes,
report the results and perform such other acts as are proper to conduct the
election and voting with impartiality and fairness to all the stockholders. Each
report of an inspector or inspectors shall be in writing and signed by him or by
a majority of them if there is more than one inspector; the report of a majority
shall be the report of the inspectors. The report of the inspector or inspectors
on the number of shares represented at the meeting and the results of the voting
shall be prima facie evidence thereof.

SECTION 2.10 ACTION WITHOUT MEETINGS.

            Except as provided in the next sentence, any action required or
permitted to be taken at a meeting of stockholders may be taken without a
meeting if there is filed with the records of stockholders' meetings a unanimous
written consent which sets forth the action and is signed by each stockholder
entitled to vote on the matter. Unless the Articles of Incorporation require
otherwise, the holders of any class of stock other than common stock, entitled
to vote generally in the election of directors, may take action or consent to
any action by the written consent of stockholders entitled to cast not less than
the minimum number of votes that would be necessary to authorize or take the
action at a stockholders meeting if the corporation gives notice of the action
to each stockholder not later than ten (10) days after the effective time of the
action.

                                        6


SECTION 2.11 VOTING BY BALLOT.

      If ordered by the presiding officer of any stockholder meeting, the vote
upon any election or question shall be by ballot.

                                  ARTICLE III

                                    DIRECTORS

SECTION 3.1 NUMBER AND TERM OF OFFICE.

      The number of directors of the corporation shall not be less than one (1)
nor more than twelve (12) until changed by a resolution amending this Section
3.1 duly adopted by the Board of Directors. The exact number of directors shall
be fixed from time to time, within the limits specified in this Section 3.1, by
the Board of Directors. Subject to the foregoing provisions for changing the
number of directors, the number of directors of the corporation has been fixed
at ten (10).

      With the exception of the first Board of Directors, which shall be elected
by the incorporators, and except as provided in Section 3.3, the directors shall
be elected by a plurality vote of the shares represented in person or by proxy,
at the stockholders annual meeting in each year and entitled to vote on the
election of directors. Elected directors shall hold office until the next annual
meeting and until their successors are duly elected and qualified. Directors
need not be stockholders. Directors are expected to resign after the
stockholders annual meeting in the year in which the director attains the age of
70 unless the Board of Directors asks the director to continue to serve as a
director.

SECTION 3.2 POWERS.

      The powers of the corporation shall be exercised, its business conducted
and its property controlled by or under the direction of the Board of Directors.

SECTION 3.3 VACANCIES.

      Unless the Articles of Incorporation require otherwise, vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled only by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director, and each director
so elected shall hold office for the unexpired portion of the term of the
director whose place is vacant and until his or her successor is duly elected
and qualified. A vacancy in the Board of Directors shall be deemed to exist
under this Section 3.3 in the case of the death, removal or resignation of any
director, or if the stockholders fail at any meeting of stockholders at which
directors are to be elected (including any meeting referred to in Section 3.4
below) to elect the number of directors then constituting the whole Board of
Directors.

SECTION 3.4 RESIGNATIONS AND REMOVALS.

      (a) Any director may resign at any time by delivering his or her
resignation to the Secretary in writing or by electronic transmission, such
resignation to specify whether it will be

                                        7


effective at a particular time, upon receipt by the Secretary or at the pleasure
of the Board of Directors. If no such specification is made it shall be deemed
effective at the pleasure of the Board of Directors. When one or more directors
resigns from the Board of Directors effective at a future date and, unless the
Articles of Incorporation require otherwise, only a majority of the remaining
directors then in office, even if such remaining directors do not constitute a
quorum, shall have the power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations become effective, and each
director so chosen shall hold office for the unexpired portion of the term of
the director whose place is vacated and until his or her successor is duly
elected and qualified.

      (b) Subject to the rights of one or more classes or series of preferred
stock of the corporation to elect or remove one or more directors, any director
or the entire Board of Directors may be removed from office at any time, with or
without cause, only at a meeting of the stockholders called for such purpose (in
accordance with Section 2.4), by the affirmative vote of the holders of a
majority of the outstanding shares entitled to vote, voting as a class, in the
election of directors. The notice of such meeting shall indicate that the
purpose or one of the purposes of such meeting is to determine if a director
should be removed.

SECTION 3.5 MEETINGS.

      (a) The annual meeting of the Board of Directors shall be held immediately
after the annual stockholders' meeting and at the place where such meeting is
held or at the place announced by the Chairman at such meeting. No notice of an
annual meeting of the Board of Directors shall be necessary, and such meeting
shall be held for the purpose of electing officers and transacting such other
business as may lawfully come before it. The Board of Directors may provide, by
resolution, the time and place, either within or outside the State of Maryland,
for the holding of regular meetings of the Board of Directors without notice
other than such resolution.

      (b) Special meetings of the Board of Directors may be called by or at the
request of the Chairman of the Board of Directors, the Chief Executive Officer
or by a majority of the members of the Board of Directors. The person or persons
authorized to call special meetings of the Board of Directors may fix any place,
either within or outside the State of Maryland, as the place for holding any
special meeting of the Board of Directors called by them.

      (c) Written notice of the time and place of all special meetings of the
Board of Directors shall be delivered personally to each director or sent by
telegram or facsimile transmission or other form of electronic transmission at
least twenty-four (24) hours before the start of the meeting, or sent by first
class mail at least five (5) days before the date of the meeting. Notice of any
meeting may be waived in writing, which shall be filed with the records of the
meeting, at any time before or after the meeting and will be waived by any
director by attendance thereat.

SECTION 3.6 QUORUM AND VOTING.

      (a) A quorum of the Board of Directors shall consist of a majority of the
exact number of directors fixed from time to time in accordance with Section
3.1; provided, however, at any meeting whether a quorum is present or otherwise,
a majority of the directors present may

                                        8


adjourn from time to time until the time fixed for the next regular meeting of
the Board of Directors, without notice other than by announcement at the
meeting.

      (b) At each meeting of the Board of Directors at which a quorum is
present, all questions and business shall be determined by a vote of a majority
of the directors present, unless a different vote is required by law, the
Articles of Incorporation or these Bylaws.

      (c) Any member of the Board of Directors, or of any committee thereof, may
participate in a meeting by means of conference telephone or other communication
equipment by means of which all persons participating in the meeting can hear
each other at the same time, and participation in a meeting by such means shall
constitute presence in person at such meeting.

      (d) The transactions of any meeting of the Board of Directors, or any
committee thereof, however called or noticed, or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, or a consent to holding
such meeting, or an approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

SECTION 3.7 ACTION WITHOUT MEETING.

      Unless otherwise restricted by the Articles of Incorporation or these
Bylaws, any action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without a meeting, if a
unanimous written consent which sets forth the action is signed by each member
of the Board of Directors or of such committee, as the case may be, filed with
the minutes of proceedings of the Board of Directors or committee.

SECTION 3.8 FEES AND COMPENSATION.

      Directors and members of committees may receive such compensation, if any,
for their services, and such reimbursement for expenses, as may be fixed or
determined by resolution of the Board of Directors.

SECTION 3.9 PRESUMPTION OF ASSENT.

      A director of the corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless (a) such director announces his or her
dissent at the meeting and (b)(i) his or her dissent is entered in the minutes
of the meeting, (ii) he or she files his or her written dissent to such action
with the person acting as the secretary of the meeting before the adjournment
thereof or (iii) he or she forwards such dissent within twenty-four (24) hours
after the meeting is adjourned, by certified mail, return receipt requested,
bearing a postmark from the United States Postal Service to the secretary of the
meeting or the Secretary of the corporation. Such right to dissent shall not
apply to a director who voted in favor of such action or failed to make his or
her dissent known at the meeting.

                                        9


SECTION 3.10 COMMITTEES.

      (a) The Board of Directors may, by resolution passed by a majority of the
whole Board of Directors, appoint an Executive Committee of one or more
directors. The Executive Committee to the extent permitted by law shall have and
may exercise all powers of the Board of Directors in the management of the
business and affairs of the corporation, except as prohibited by law. If the
Board of Directors has given general authorization for the issuance of stock
providing for or establishing a method or procedure for determining the maximum
number of shares to be issued, a committee of the Board of Directors, in
accordance with that general authorization or any stock option or other plan or
program adopted by the Board of Directors, may authorize or fix the terms of
stock subject to classification or reclassification and the terms on which any
stock may be issued, including all terms and conditions required or permitted to
be established or authorized by the Board of Directors under Sections 2-203 and
2-208 of the MGCL.

      (b) The Board of Directors may, by resolution passed by a majority of the
whole Board of Directors, from time to time appoint such other committees as may
be permitted or required by law. Such other committees appointed by the Board of
Directors shall have such powers and perform such duties as may be prescribed by
the resolution or resolutions creating such committee, but in no event shall any
such committee have the powers denied to the Executive Committee in these
Bylaws.

      (c) The members of all committees of the Board of Directors shall serve a
term coexistent with that of the Board of Directors which appointed such
committee. The Board of Directors, subject to the provisions of subsections (a)
or (b) of this Section 3.10, may at any time increase or decrease the number of
members of a committee or terminate the existence of a committee; provided that
no committee shall consist of less than one member. The membership of a
committee member shall terminate on the date of his or her death or voluntary
resignation, but the Board of Directors may at any time for any reason remove
any individual committee member and the Board of Directors may fill any
committee vacancy created by death, resignation, removal or increase in the
number of members of the committee. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee, and, in addition, in the
absence or disqualification of any member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he, she or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

      (d) Unless the Board of Directors otherwise provides, regular meetings of
the Executive Committee or any other committee appointed pursuant to this
Section 3.10 shall be held at such times and places as are determined by the
Board of Directors, or by any such committee, and when notice thereof has been
given to each member of such committee, no further notice of such regular
meetings need be given thereafter. Special meetings of any such committee may be
held at the principal office of the corporation or at any place which has been
designated from time to time by resolution of such committee or by written
consent of all members thereof, and may be called by any director who is a
member of such committee upon written notice to the members of such committee of
the time and place of such special meeting

                                       10


given in the manner provided for the giving of written notice to members of the
Board of Directors of the time and place of special meetings of the Board of
Directors. Notice of any special meeting of any committee may be waived in
writing at any time before or after the meeting and will be waived by any
director by attendance thereat. A majority of the authorized number of members
of any such committee shall constitute a quorum for the transaction of business,
and the act of a majority of those present at any meeting at which a quorum is
present shall be the act of such committee.

                                   ARTICLE IV

                                    OFFICERS

SECTION 4.1 OFFICERS DESIGNATED.

      The Board of Directors, promptly after its election in each year, shall
appoint a Chairman of the Board of Directors, a Vice Chairman of the Board of
Directors and a President (all of whom shall be directors) and a Treasurer and
Secretary and may appoint one or more Vice Presidents and such other officers or
assistant officers as it may deem proper. Any officer may hold more than one
office, except for the offices of President and Vice President. A person who
holds more than one office in the corporation may not act in more than one
capacity to execute, acknowledge or verify an instrument required by law to be
executed, acknowledged or verified by more than one officer. Vacancies among the
officers and assistant officers shall be filled by the Board of Directors.

SECTION 4.2 TENURE AND DUTIES OF OFFICERS.

      (a) All officers shall hold office at the pleasure of the Board of
Directors and until their successors are duly elected and qualified, unless
sooner removed. Any officer elected or appointed by the Board of Directors may
be removed at any time by the Board of Directors if the Board of Directors in
its judgment finds that the best interests of the corporation will be served. If
the office of any officer becomes vacant for any reason, the vacancy may be
filled by the Board of Directors. Nothing in these Bylaws shall be construed as
creating any kind of contractual right to employment with the corporation.

      (b) The Chairman of the Board of Directors when present shall preside at
all meetings of the stockholders and the Board of Directors. The Chairman of the
Board of Directors shall perform such other duties and have such other powers as
the Board of Directors may designate from time to time.

      (c) The Vice Chairman in the absence of the Chairman of the Board of
Directors shall preside at all meetings of the stockholders and at all meetings
of the Board of Directors. The Vice Chairman of the Board of Directors shall
perform such other duties and have such other powers as the Board of Directors
may designate from time to time.

      (d) The President shall be the chief executive officer of the corporation
and in the absence of the Chairman and Vice Chairman of the Board of Directors,
shall preside at all meetings of the stockholders and at all meetings of the
Board of Directors. The President shall

                                       11


perform such other duties and have such other powers as the Board of Directors
may designate from time to time.

      (e) The Vice Presidents, in the order of their seniority, may assume and
perform the duties of the President in the absence or disability of the
President or whenever the office of the President is vacant. The Vice Presidents
shall perform such other duties and have such other powers as the Board of
Directors or the President may designate from time to time.

      (f) The Secretary shall attend all meetings of the stockholders and of the
Board of Directors and any committee thereof, and shall record all acts and
proceedings thereof in the minute book of the corporation. The Secretary shall
give notice, in conformity with these Bylaws, of all meetings of the
stockholders and of all meetings of the Board of Directors and any committee
thereof requiring notice. The Secretary shall perform such other duties and have
such other powers as the Board of Directors may designate from time to time. The
President may direct any assistant secretary to assume and perform the duties of
the Secretary in the absence or disability of the Secretary, and each assistant
secretary shall perform such other duties and have such other powers as the
Board of Directors or the President may designate from time to time.

      (g) The Treasurer shall keep or cause to be kept the books of account of
the corporation in a thorough and proper manner, and shall render statements of
the financial affairs of the corporation in such form and as often as required
by the Board of Directors or the President. The Treasurer, subject to the order
of the Board of Directors, shall have the custody of all funds and securities of
the corporation. The Treasurer shall perform all other duties commonly incident
to his or her office and shall perform such other duties and have such other
powers as the Board of Directors or the President may designate from time to
time. The President may direct any assistant treasurer to assume and perform the
duties of the Treasurer in the absence or disability of the Treasurer, and each
assistant treasurer shall perform such other duties and have such other powers
as the Board of Directors or the President may designate from time to time.

                                   ARTICLE V

                     EXECUTION OF CORPORATE INSTRUMENTS AND
                  VOTING OF SECURITIES OWNED BY THE CORPORATION

SECTION 5.1 EXECUTION OF CORPORATE INSTRUMENTS.

      (a) The Board of Directors may in its discretion determine the method and
designate the signatory officer or officers, or other person or persons, to
execute any corporate instrument or document, or to sign the corporate name
without limitation, except where otherwise provided by law, and such execution
or signature shall be binding upon the corporation.

      (b) All checks and drafts drawn on banks or other depositaries on funds to
the credit of the corporation or in special accounts of the corporation shall be
signed by such person or persons as the Board of Directors may authorize.

      (c) Execution of any corporate instrument may be effected in such form,
either manual, facsimile or electronic signature, as may be authorized by the
Board of Directors.

                                       12


SECTION 5.2 VOTING OF SECURITIES OWNED BY CORPORATION.

      All stock and other securities of other corporations owned or held by the
corporation for itself or for other parties in any capacity shall be voted, and
all proxies with respect thereto shall be executed, by the person authorized so
to do by resolution of the Board of Directors or, in the absence of such
authorization, by the Chairman of the Board of Directors, the President or any
Vice President.

                                   ARTICLE VI

                                 SHARES OF STOCK

SECTION 6.1 CERTIFICATES.

      Each stockholder shall be entitled to a certificate or certificates which
represent and certify the number of shares of each class held by him or her in
the corporation; provided, however, that the Board of Directors may provide by
resolution or resolutions that some or all of any class or series of shares may
be uncertificated. Each certificate shall include on its face the name of the
corporation, the name of the stockholder or other person to whom it is issued
and the class of stock and number of shares it represents. Each certificate
shall be signed by the Chairman of the Board of Directors, the President or any
Vice President and countersigned by the Secretary or an assistant secretary or
the Treasurer or an assistant treasurer and may be sealed with the seal, if any,
of the corporation. The signatures may be either manual or facsimile.
Certificates shall be consecutively numbered; and if the corporation issues
several classes of shares, each class may have its own numbered series. A
certificate is valid and may be issued whether or not an officer who signed it
is still an officer when it is issued. A stock certificate may not be issued
until the stock represented by it is fully paid. Each certificate representing
shares which are restricted as to their transferability shall contain a full
statement of such restriction or state that the corporation will furnish
information about the restriction to the stockholder on request and without
charge. Except as otherwise provided by law, the fact that a stock certificate
does not contain or refer to a restriction on transferability that is adopted
after the date of issuance of the stock certificate does not mean that the
restriction is invalid or unenforceable. If the corporation has authority to
issue shares of more than one class, the certificate shall contain on the face
or back a full statement or summary of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications and terms and conditions of
redemption of each class of shares which the corporation is authorized to issue
and, if the corporation is authorized to issue any preferred or special class in
series, the differences in the relative rights and preferences between the
shares of each series to the extent they have been set and the authority of the
Board of Directors to set the relative rights and preferences of subsequent
series. In lieu of such statement or summary, the certificate may state that the
corporation will furnish a full statement of such information to any stockholder
upon request and without charge.

SECTION 6.2 TRANSFERS.

      Upon surrender to the corporation or the transfer agent of the corporation
of a stock certificate duly endorsed or accompanied by proper evidence of
succession, assignment or

                                       13


authority to transfer, the corporation shall issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
on its books. Notwithstanding the foregoing, transfers of shares of any class
will be subject in all respects to the Articles of Incorporation and all of the
terms and conditions contained therein.

SECTION 6.3 REPLACEMENT CERTIFICATE.

      The Secretary and any other officer designated by the Board of Directors
may direct a new certificate to be issued in place of any certificate previously
issued by the corporation alleged to have been lost, stolen or destroyed upon
the making of an affidavit of that fact by the person claiming the certificate
to be lost, stolen or destroyed. When authorizing the issuance of a new
certificate, the Secretary or other officer designated by the Board of Directors
may, in his or her discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or the
owner's legal representative to give bond, with sufficient surety, to the
corporation to indemnify it against any loss or claim which may arise as a
result of the issuance of a new certificate.

SECTION 6.4 STOCK LEDGER.

      The corporation shall maintain at its principal office or at the office of
its counsel, accountants or transfer agent, an original or duplicate stock
ledger containing the name and address of each stockholder and the number of
shares of each class held by such stockholder. The stock ledger may be in
written form or in any other form which can be converted within a reasonable
time into written form for visual inspection. The corporation shall be entitled
to treat the holder of record of any share as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Share or on the part of any other person, whether or not it has
express or other notice thereof, except as otherwise provided by the laws of the
State of Maryland.

SECTION 6.5 ISSUANCE OF UNITS.

      Notwithstanding any other provision of these Bylaws to the contrary, the
Board of Directors may issue units consisting of different securities of the
corporation. Any security issued in a unit shall have the same characteristics
as any identical securities issued by the corporation, except that the Board of
Directors may provide that, for a specified period, securities of the
corporation issued in such unit may be transferred on the books of the
corporation only in such unit.

SECTION 6.6 FRACTIONAL SHARE INTERESTS OR SCRIP.

      The corporation may, but is not obliged to, issue fractional shares of
stock, eliminate a fractional interest by rounding off to a full share of stock,
arrange for the disposition of a fractional interest by the person entitled to
it, pay cash for the fair value of a fractional share of stock determined as of
the time when the person entitled to receive it is determined, or issue scrip,
or other evidence of ownership aggregating a full share for a certificate which
represents the share and, unless otherwise provided, does not entitle the holder
to exercise any voting rights, to receive dividends thereon or to participate in
any of the assets of the corporation in the event of liquidation. The Board of
Directors may impose any reasonable condition on the issuance of

                                       14


scrip or other evidence of ownership, and may cause such scrip or other evidence
of ownership to be issued subject to the condition that it will become void if
not exchanged for a certificate representing a full share of stock before a
specified date or subject to the condition that the shares for which such scrip
or other evidence of indebtedness are exchangeable may be sold by the
corporation and the proceeds thereof distributed to the holders of such scrip or
other evidence of indebtedness, or subject to a provision of forfeiture of such
proceeds to the corporation if not claimed within a period of not less than
three years from the date the scrip or other evidence of ownership was
originally issued.

SECTION 6.7 DIVIDENDS.

      If declared by the Board of Directors at any meeting thereof, the
corporation may pay dividends on its shares in cash, property, or in shares of
the capital stock of the corporation, unless such dividend is contrary to law or
to a restriction contained in the Articles of Incorporation.

                                  ARTICLE VII

                                 INDEMNIFICATION

SECTION 7.1 RIGHT TO INDEMNIFICATION.

      The corporation shall indemnify its directors and officers, whether
serving the corporation or, at its request, any other entity, to the full extent
required or permitted by the general laws of the State of Maryland now or
hereafter in force, including the advancement of expenses under the procedures
and to the full extent permitted by law. The corporation may indemnify other
employees and agents, whether serving the corporation or, at its request, any
other entity, to such extent as may be authorized by the Board of Directors and
as permitted by law. The foregoing rights of indemnification shall not be
exclusive of any other rights to which those seeking indemnification may be
entitled. The Board of Directors may take such action as is necessary to carry
out these indemnification provisions and is expressly empowered to adopt,
approve and amend from time to time resolutions or contracts implementing such
provisions or such further indemnification arrangements as may be permitted by
law. No amendment of these Bylaws or repeal of any of its provisions shall limit
or eliminate the foregoing right to indemnification provided hereunder with
respect to acts or omissions occurring prior to such amendment or repeal.

SECTION 7.2 PROVISIONS NONEXCLUSIVE.

      The rights conferred on any person by this Article VII shall not be
exclusive of any other rights that such person may have or hereafter acquire
under any statute, provision of the Articles of Incorporation, agreement, vote
of stockholders or disinterested directors, or otherwise, both as to action in
an official capacity and as to action in another capacity while holding such
office. To the extent that any provision of the Articles of Incorporation,
agreement or vote of the stockholders or disinterested directors is inconsistent
with these Bylaws, such provision, agreement or vote shall take precedence.

                                       15


SECTION 7.3 AUTHORITY TO INSURE.

      The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation
or who, while a director, officer, employee or agent of the corporation, is or
was serving at the request of the corporation as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust, other enterprise or employee benefit plan against any liability asserted
against and incurred by such person in any such capacity or arising out of such
person's position, whether or not the corporation would have the power to
indemnify against liability under the general laws of the State of Maryland.

SECTION 7.4 SURVIVAL OF RIGHTS.

      The rights provided by this Article VII shall continue as to a person who
has ceased to be a director or officer and shall inure to the benefit of the
heirs, executors and administrators of such a person.

SECTION 7.5 SUBROGATION.

      In the event of payment under this Article VII, the corporation shall be
subrogated to the extent of such payment to all of the rights of recovery of the
director or officer, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution
of such documents necessary to enable the corporation effectively to bring suit
to enforce such rights.

SECTION 7.6 NO DUPLICATION OF PAYMENTS.

      The corporation shall not be liable under this Article VII to make any
payment in connection with any claim made against a director or officer to the
extent the director or officer has otherwise actually received payment (under
any insurance policy, agreement, vote or otherwise) of the amounts otherwise
indemnifiable hereunder.

SECTION 7.7 RIGHT OF CLAIMANT TO BRING SUIT.

      If a claim under Section 7.1 of this Article VII is not paid in full by
the corporation within ninety (90) days after a written claim has been received
by the corporation, the claimant may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to also be paid the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any, has been tendered to the corporation) that the claimant has not met the
standards of conduct which make it permissible under the MGCL for the
corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the corporation. Neither the failure of the
corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
MGCL, nor an actual determination by the corporation (including its Board of

                                       16


Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that claimant has not met the applicable standard of
conduct.

                                  ARTICLE VIII

                                  MISCELLANEOUS

SECTION 8.1 FISCAL YEAR.

      The fiscal year of the corporation shall be the twelve (12) calendar
months ending December 31 in each year, unless otherwise provided by the Board
of Directors.

SECTION 8.2 EXEMPTION FROM CONTROL SHARE ACQUISITION ACT.

      The provisions of Title 3, Subtitle 7 of the MGCL (the Maryland Control
Share Acquisition Act), or any successor statute, shall not apply to any
acquisition by any person of shares of the corporation. This Section 8.2 may be
repealed, in whole or in part, at any time, whether before or after an
acquisition of control shares and, upon such repeal, may, to the extent provided
by any successor bylaw and consistent with applicable law, apply to any prior or
subsequent control share acquisition.

SECTION 8.3 OTHER SECURITIES OF THE CORPORATION.

      Each certificate which represents any bond, note, guaranty, obligation or
other corporate security (other than stock) shall be signed by the Chairman of
the Board of Directors, the President or any Vice President and countersigned by
the Secretary, an assistant secretary, the Treasurer or the assistant treasurer.
Such certificate may be sealed with the actual corporate seal or a facsimile of
it or in any other form. The signatures on the certificate may be either manual
or facsimile signatures. A certificate is valid and may be issued whether or not
an officer who signed it is still an officer at the time it is issued.

SECTION 8.4 CORPORATE SEAL.

      The corporate seal shall be a flat-faced circular die, of which there may
be any number of counterparts, with the word "SEAL" and the name of the
corporation engraved thereon. Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise. If the
corporation is required to place its corporate seal to a document, it is
sufficient to meet the requirements of any law, rule or regulation relating to a
corporate seal to place the word "(seal)" adjacent to the signature of the
person authorized to sign the document on behalf of the corporation.

SECTION 8.5 AMENDMENTS.

      The Board of Directors shall have the exclusive power to replace, alter,
amend or repeal these Bylaws or adopt new Bylaws (including, without limitation,
the amendment of any Bylaws setting forth the number of directors who shall
constitute the whole Board of Directors) by unanimous written consent or at any
annual, regular, or special meeting by the affirmative vote

                                       17


of a majority of the whole number of directors. With the approval of the Board
of Directors, the stockholders shall have the power, by affirmative vote of a
majority of the outstanding shares of common stock of the corporation, at any
annual meeting (subject to the notice requirements of Section 2.4) or at any
special meeting if notice thereof is included in the notice of such special
meeting, to alter, amend or repeal any Bylaws of the corporation and to make new
Bylaws.

SECTION 8.6 RELIANCE.

      Each director of the corporation shall, in the performance of his or her
duties with respect to the corporation, be entitled to rely on any information,
opinion report or statement, including financial statements or other financial
data, prepared or presented by an officer or employee of the corporation whom
the director reasonably believes to be reliable and competent in the matters
presented, by a lawyer, certified public accountant or other person as to a
matter which the director reasonably believes to be within the person's
professional or expert competence or by a committee of the Board of Directors on
which the director does not serve, as to a matter within its designated
authority, if the director believes the committee to merit confidence.

                                       18

EX-4.19

                                                                    EXHIBIT 4.19

                       UNITED DOMINION REALTY TRUST, INC.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.





REGISTERED                                CUSIP No.:                                PRINCIPAL AMOUNT:
No. FXR-3                                 91019PCN0                                 $100,000,000
- ---------                                 ---------                                 ------------
                                                                              
                             UNITED DOMINION REALTY TRUST, INC.

                                              MEDIUM-TERM NOTE
                                                (FIXED RATE)

ORIGINAL ISSUE DATE:                      INTEREST RATE:    5.00%                   STATED MATURITY DATE:
October 7, 2004                                                                     January 15, 2012

INTEREST PAYMENT DATE(S)                  [ ] CHECK IF DISCOUNT NOTE
[X] July 15 and January 15,
commencing                                      Issue Price: %
July 15, 2005 [ ] Other:

INITIAL REDEMPTION                        INITIAL REDEMPTION                        ANNUAL REDEMPTION
DATE:  N/A                                PERCENTAGE:    N/A                        PERCENTAGE
                                                                                    REDUCTION:   N/A

OPTIONAL REPAYMENT
DATE(S):  N/A

SPECIFIED CURRENCY:                       AUTHORIZED DENOMINATION:                  EXCHANGE RATE
[X] United States dollars                 [X] $1,000 and integral                   AGENT:  N/A
[ ] Other:                                    multiples thereof
                                          [ ] Other:

ADDENDUM ATTACHED                         DEFAULT INTEREST RATE:  N/A               OTHER/ADDITIONAL PROVISIONS:  N/A
[ ] Yes
[X] No








         UNITED DOMINION REALTY TRUST, INC., a Maryland corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
Co., as nominee for The Depository Trust Company, or registered assigns, the
Principal Amount of ONE HUNDRED MILLION DOLLARS ($100,000,000), on the Stated
Maturity Date specified above (or any Redemption Date or Repayment Date, each as
defined on the reverse hereof, or any earlier date of acceleration of maturity)
(each such date being hereinafter referred to as the "Maturity Date" with
respect to the principal repayable on such date) and to pay interest thereon
(and on any overdue principal, premium and/or interest to the extent legally
enforceable) at the Interest Rate per annum specified above, until the principal
hereof is paid or duly made available for payment. The Company will pay interest
in arrears on each Interest Payment Date, if any, specified above (each, an
"Interest Payment Date"), commencing with the first Interest Payment Date next
succeeding the Original Issue Date specified above, and on the Maturity Date;
provided, however, that if the Original Issue Date occurs between a Record Date
(as defined below) and the next succeeding Interest Payment Date, interest
payment will commence on the Interest Payment Date immediately following the
next succeeding Record Date to the registered holder (the "Holder") of this Note
on the next succeeding Record Date. Interest on this Note will be computed on
the basis of a 360-day year of twelve 30-day months.

         Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period"). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Note (or one or more predecessor Notes, as defined
on the reverse hereof) is registered at the close of business on the fifteenth
calendar day (whether or not a Business Day, as defined below) immediately
preceding such Interest Payment Date (the "Record Date"); provided, however,
that interest payable on the Maturity Date will be payable to the person to whom
the principal hereof and premium, if any, hereon shall be payable. Any such
interest not so punctually paid or duly provided for on any Interest Payment
Date other than the Maturity Date ("Defaulted Interest") shall forthwith cease
to be payable to the Holder on the close of business on any Record Date and,
instead, shall be paid to the person in whose name this Note is registered at
the close of business on a special record date (the "Special Record Date") for
the payment of such Defaulted Interest to be fixed by the Trustee hereinafter
referred to, notice whereof shall be given to the Holder of this Note by the
Trustee not less than 10 calendar days prior to such Special Record Date or may
be paid at any time in any other lawful manner, all as more fully provided for
in the Indenture.

         Payment of principal, premium, if any, and interest in respect of this
Note due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note (and, with respect to any applicable
repayment of this Note, upon delivery of instructions as contemplated on the
reverse hereof) at the office or agency maintained by the Company for that
purpose in the Borough of Manhattan, The City of New York, currently the
corporate trust office of the Trustee located at 40 Broad Street, 5th Floor, New
York, New York 10004, or at such other paying agency in the Borough of
Manhattan, The City of New York, as



                                       2





the Company may determine; provided, however, that if the Specified Currency (as
defined below) is other than United States dollars and such payment is to be
made in the Specified Currency in accordance with the provisions set forth
below, such payment will be made by wire transfer of immediately available funds
to an account with a bank designated by the Holder hereof at least 15 calendar
days prior to the Maturity Date, provided that such bank has appropriate
facilities therefor and that this Note is presented and surrendered and, if
applicable, instructions are delivered at the aforementioned office or agency
maintained by the Company in time for the Trustee to make such payment in such
funds in accordance with its normal procedures. Payment of interest due on any
Interest Payment Date other than the Maturity Date will be made at the
aforementioned office or agency maintained by the Company or, at the option of
the Company, by check mailed to the address of the person entitled thereto as
such address shall appear in the Security Register maintained by the Trustee;
provided, however, that a Holder of U.S.$10,000,000 (or, if the Specified
Currency is other than United States dollars, the equivalent thereof in the
Specified Currency) or more in aggregate principal amount of Notes (whether
having identical or different terms and provisions) will be entitled to receive
interest payments on such Interest Payment Date by wire transfer of immediately
available funds if such Holder has delivered appropriate wire transfer
instructions in writing to the Trustee not less than 15 calendar days prior to
such Interest Payment Date. Any such wire transfer instructions received by the
Trustee shall remain in effect until revoked by such Holder.

         If any Interest Payment Date or the Maturity Date falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest shall be made on the next succeeding Business Day with the same
force and effect as if made on the date such payment was due, and no interest
shall accrue with respect to such payment for the period from and after such
Interest Payment Date or the Maturity Date, as the case may be, to the date of
such payment on the next succeeding Business Day.

         As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that if the Specified Currency is other
than United States dollars, such day must also not be a day on which commercial
banks are authorized or required by law, regulation or executive order to close
in the Principal Financial Center (as defined below) of the country issuing the
Specified Currency (or, if the Specified Currency is Euro, such day must also be
a day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open). "Principal Financial Center" means the
capital city of the country issuing the Specified Currency, except that with
respect to United States dollars, Australian dollars, Canadian dollars, Euros,
South African rands and Swiss francs, the "Principal Financial Center" shall be
The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively.

         The Company is obligated to make payment of principal, premium, if any,
and interest in respect of this Note in the currency in which this Note is
denominated above (or, if such currency is not at the time of such payment legal
tender for the payment of public and private debts in the country issuing such
currency or, if such currency is Euro, in the member states of the European
Union that have adopted the single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European Union,
then the currency which is at the time of such payment legal tender in the
related country or in the adopting member states



                                       3




of the European Union, as the case may be) (the "Specified Currency"). If the
Specified Currency is other than United States dollars, except as otherwise
provided below, any such amounts so payable by the Company will be converted by
the Exchange Rate Agent specified above into United States dollars for payment
to the Holder of this Note.

         Any United States dollar amount to be received by the Holder of this
Note will be based on the highest bid quotation in The City of New York received
by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on
the second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent)
selected by the Exchange Rate Agent and approved by the Company for the purchase
by the quoting dealer of the Specified Currency for United States dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Notes scheduled to receive United States
dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of this Note
by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.

         If the Specified Currency is other than United States dollars, the
Holder of this Note may elect to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest, if any, in respect of
this Note in the Specified Currency by submitting a written request for such
payment to the Trustee at its corporate trust office in The City of New York on
or prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be. Such written request may be mailed or hand
delivered or sent by cable, telex or other form of facsimile transmission. The
Holder of this Note may elect to receive all or a specified portion of all
future payments in the Specified Currency in respect of such principal, premium,
if any, and/or interest, if any, and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice
delivered to the Trustee, but written notice of any such revocation must be
received by the Trustee on or prior to the applicable Record Date or at least 15
calendar days prior to the Maturity Date, as the case may be.

         If the Specified Currency is other than United States dollars and the
Holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest,
if any, in respect of this Note in the Specified Currency, but the Specified
Currency is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to the Holder of this Note by making such payment in
United States dollars on the basis of the Market Exchange Rate (as defined
below) determined by the Exchange Rate Agent on the second Business Day prior to
such payment date or, if such Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate. The "Market Exchange
Rate" for the Specified Currency other than United States dollars means the noon
dollar buying rate in The City of New York for cable transfers for the Specified
Currency as certified for customs purposes (or, if not so certified, as
otherwise determined) by the Federal Reserve Bank of New York. Any payment made
in United States dollars under such circumstances shall not constitute an Event
of Default (as defined in the Indenture).



                                       4




         All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.

         The Company agrees to indemnify the Holder of any Note against any loss
incurred by such Holder as a result of any judgment or order being given or made
against the Company for any amount due hereunder and such judgment or order
requiring payment in a currency (the "Judgment Currency") other than the
Specified Currency, and as a result of any variation between (i) the rate of
exchange at which the Specified Currency amount is converted into the Judgment
Currency for the purpose of such judgment or order, and (ii) the rate of
exchange at which such Holder, on the date of payment of such judgment or order,
is able to purchase the Specified Currency with the amount of the Judgment
Currency actually received by such Holder, as the case may be. The foregoing
indemnity constitutes a separate and independent obligation of the Company and
continues in full force and effect notwithstanding any such judgment or order as
aforesaid. The term "rate of exchange" includes any premiums and costs of
exchange payable in connection with the purchase of, or conversion into, the
relevant currency.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and, if so specified on the face hereof, in an
Addendum hereto, which further provisions shall have the same force and effect
as if set forth on the face hereof.

         Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".

         Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



                                       5




         IN WITNESS WHEREOF, United Dominion Realty Trust, Inc. has caused this
Note to be duly executed by one of its duly authorized officers.


                               UNITED DOMINION REALTY TRUST, INC.


                               By /s/ Scott A. Shanaberger
                                  ----------------------------------------------
                                  Name:  Scott A. Shanaberger
                                  Title: Senior Vice President, Chief Accounting
                                         Officer and Assistant Secretary

ATTEST:


By /s/ Mary Ellen Norwood
   -----------------------------------
   Name:  Mary Ellen Norwood
   Title: Vice President and Secretary



Dated: October 7, 2004



TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Debt Securities of the series designated therein referred to
in the within-mentioned Indenture.



WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee


By /s/ Sarah A. McMahon                    Authentication Date: October 7, 2004
   ---------------------------------
   Authorized Signatory



                                       6




                                [REVERSE OF NOTE]

                       UNITED DOMINION REALTY TRUST, INC.

                                MEDIUM-TERM NOTE
                                  (FIXED RATE)


         This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of November 1, 1995, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company (successor by merger to United
Dominion Realty Trust, Inc., a Virginia corporation) and Wachovia Bank, National
Association, (formerly known as First Union National Bank of Virginia) as
trustee (the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Debt Securities, and of the terms upon which the Debt Securities are, and
are to be, authenticated and delivered. This Note is one of the series of Debt
Securities designated as "Medium-Term Notes Due Nine Months or More From Date of
Issue" (the "Notes"). All terms used but not defined in this Note or in an
Addendum hereto shall have the meanings assigned to such terms in the Indenture
or on the face hereof, as the case may be.

         This Note is issuable only in registered form without coupons in
minimum denominations of U.S. $1,000 and integral multiples thereof or other
Authorized Denomination specified on the face hereof.

         This Note will not be subject to any sinking fund and, unless otherwise
specified on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.

         This Note will be subject to redemption at the option of the Company on
any date on or after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S. $1,000 or
other integral multiple of an Authorized Denomination (provided that any
remaining principal amount hereof shall be at least U.S. $1,000 or such other
minimum Authorized Denomination), at the Redemption Price (as defined below),
together with unpaid interest accrued thereon to the date fixed for redemption
(the "Redemption Date"), on written notice given to the Holder hereof (in
accordance with the provisions of the Indenture) not more than 60 nor less than
30 calendar days prior to the Redemption Date. The "Redemption Price" shall be
an amount equal to the Initial Redemption Percentage specified on the face
hereof (as adjusted by the Annual Redemption Percentage Reduction, if any,
specified on the face hereof) multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage, if any, shall decline at
each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, until the Redemption Price is 100% of unpaid
principal amount to be redeemed. In the event of redemption of this Note in part
only, a new Note of like tenor for the unredeemed portion hereof and otherwise
having the same



                                       7



terms and provisions as this Note shall be issued by the Company
in the name of the Holder hereof upon the presentation and surrender hereof.

         This Note will be subject to repayment by the Company at the option of
the Holder hereof on the Optional Repayment Date(s), if any, specified on the
face hereof, in whole or in part in increments of U.S. $1,000 or other integral
multiple of an Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S. $1,000 or such other minimum Authorized
Denomination), at a repayment price equal to 100% of the unpaid principal amount
to be repaid, together with unpaid interest accrued thereon to the date fixed
for repayment (the "Repayment Date"). For this Note to be repaid, the Trustee
must receive at its corporate trust office in the Borough of Manhattan, The City
of New York, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, such Note and instructions to such effect forwarded by the
Holder hereof. Exercise of such repayment option by the Holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note of
like tenor for the unrepaid portion hereof and otherwise having the same terms
and provisions as this Note shall be issued by the Company in the name of the
Holder hereof upon the presentation and surrender hereof.

         If this Note is specified on the face hereof to be a Discount Note, the
amount payable to the Holder of this Note in the event of redemption, repayment
or acceleration of maturity will be equal to the sum of (1) the Issue Price
specified on the face hereof (increased by any accruals of the Discount, as
defined below) and, in the event of any redemption of this Note (if applicable),
multiplied by the Initial Redemption Percentage (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) and (2) any unpaid interest
accrued thereon to the Redemption Date, Repayment Date or date of acceleration
of maturity, as the case may be. The difference between the Issue Price and 100%
of the principal amount of this Note is referred to herein as the "Discount".

         For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be accrued so as to cause the yield on the Note to
be constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.

         In addition to the covenants set forth in the Indenture, the Company is
required to maintain Total Unencumbered Assets (as defined below) of not less
than 150% of the aggregate outstanding principal amount of the Company's
Unsecured Debt (as defined below). For purposes of this requirement, the
following capitalized terms shall be defined as follows:



                                       8




         "Total Unencumbered Assets" means the sum of (i) those Undepreciated
Real Estate Assets (as defined below) not subject to an encumbrance and (ii) all
other assets of the Company and its Subsidiaries (as defined below) not subject
to encumbrance determined in accordance with generally accepted accounting
principles (but excluding accounts receivable and intangibles).

         "Subsidiaries" means a corporation, a limited liability company or a
partnership a majority of the outstanding voting stock, limited liability
company or partnership interests, as the case may be, of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries of
the Company. For purposes of this definition, "voting stock" means stock having
voting power for the election of directors, managing members or trustees,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

         "Undepreciated Real Estate Assets" as of any date means the original
cost plus capital improvements of real estate assets of the Company and its
Subsidiaries determined in accordance with generally accepted accounting
principles.

         "Unsecured Debt" means debt of the Company or any Subsidiary which is
not secured by any mortgage, lien, charge, pledge or security interest of any
kind upon any of their properties.

         If an Event of Default shall occur and be continuing, the principal of
the Notes may, and in certain cases shall, be accelerated in the manner and with
the effect provided in the Indenture.

         The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities at any time by the
Company and the Trustee with the consent of the Holders of a majority of the
aggregate principal amount of all Debt Securities at the time outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of a majority of the aggregate principal amount of the outstanding Debt
Securities of any series, on behalf of the Holders of all such Debt Securities,
to waive compliance by the Company with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the Holders of a majority of the
aggregate principal amount of the outstanding Debt Securities of any series, in
certain instances, to waive, on behalf of all of the Holders of Debt Securities
of such series, certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and other Notes issued upon the registration of transfer hereof or in exchange
heretofore or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.



                                       9




         As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Notes having the same terms
and provisions, of Authorized Denominations and for the same aggregate principal
amount, will be issued by the Company to the designated transferee or
transferees.

         As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different Authorized Denominations but otherwise having the
same terms and provisions, as requested by the Holder hereof surrendering the
same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary, except as required by law.

         THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA.



                                       10




                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

                                                                            
TEN COM           - as tenants in common                UNIF GIFT MIN ACT            - ________ Custodian
TEN ENT           - as tenants by the entireties                                     ______
                                                                                       (Cust)           (Minor)
JT TEN            - as joint tenants with right of                                   under Uniform Gifts to
                    survivorship and not as tenants                                  Minors Act
                    in common                                                        _______________________
                                                                                                     (State)




     Additional abbreviations may also be used though not in the above list.

                       ----------------------------------

                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
            OTHER
IDENTIFYING NUMBER OF ASSIGNEE


- --------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)


- --------------------------------------------------------------------------------
this Note and all rights thereunder hereby irrevocably constituting and
appointing


- --------------------------------------------------------------------------------
Attorney to transfer this Note on the books of the Company, with full power of
substitution in the premises.

Dated:
       -----------------------------       -------------------------------------


       -----------------------------       -------------------------------------
                                                Notice: The signature(s) on this
                                                Assignment must correspond with
                                                the name(s) as written upon the
                                                face of this Note in every
                                                particular, without alteration
                                                or enlargement or any change
                                                whatsoever.



                                       11

EX-4.20

                                                                    EXHIBIT 4.20

                       UNITED DOMINION REALTY TRUST, INC.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.





REGISTERED                                CUSIP No.:                                PRINCIPAL AMOUNT:
No. FXR-2                                 91019PCM2                                 $25,000,000
- ---------                                 ---------                                 -----------------
                                                                              
                                  UNITED DOMINION REALTY TRUST, INC.

                                                    MEDIUM-TERM NOTE
                                                      (FIXED RATE)

ORIGINAL ISSUE DATE:                      INTEREST RATE:    4.30%                   STATED MATURITY
June 25, 2004                                                                       DATE: July 1, 2007

INTEREST PAYMENT DATE(S)                  [ ] CHECK IF DISCOUNT NOTE
[X] January 1 and July 1,                           Issue Price: %
commencing January 1, 2005
[ ] Other:

INITIAL REDEMPTION                        INITIAL REDEMPTION                        ANNUAL REDEMPTION
DATE:  N/A                                PERCENTAGE:    N/A                        PERCENTAGE
                                                                                    REDUCTION:   N/A

OPTIONAL REPAYMENT
DATE(S):  N/A

SPECIFIED CURRENCY:                       AUTHORIZED DENOMINATION:                  EXCHANGE RATE
[X] United States dollars                 [X] $1,000 and integral                   AGENT:  N/A
[ ] Other:                                    multiples thereof
                                          [ ] Other:

ADDENDUM ATTACHED                         DEFAULT INTEREST RATE:  N/A               OTHER/ADDITIONAL PROVISIONS:  N/A
[ ] Yes
[X] No







         UNITED DOMINION REALTY TRUST, INC., a Maryland corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
Co., as nominee for The Depository Trust Company, or registered assigns, the
Principal Amount of TWENTY-FIVE MILLION DOLLARS ($25,000,000), on the Stated
Maturity Date specified above (or any Redemption Date or Repayment Date, each as
defined on the reverse hereof, or any earlier date of acceleration of maturity)
(each such date being hereinafter referred to as the "Maturity Date" with
respect to the principal repayable on such date) and to pay interest thereon
(and on any overdue principal, premium and/or interest to the extent legally
enforceable) at the Interest Rate per annum specified above, until the principal
hereof is paid or duly made available for payment. The Company will pay interest
in arrears on each Interest Payment Date, if any, specified above (each, an
"Interest Payment Date"), commencing with the first Interest Payment Date next
succeeding the Original Issue Date specified above, and on the Maturity Date;
provided, however, that if the Original Issue Date occurs between a Record Date
(as defined below) and the next succeeding Interest Payment Date, interest
payment will commence on the Interest Payment Date immediately following the
next succeeding Record Date to the registered holder (the "Holder") of this Note
on the next succeeding Record Date. Interest on this Note will be computed on
the basis of a 360-day year of twelve 30-day months.

         Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period"). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Note (or one or more predecessor Notes, as defined
on the reverse hereof) is registered at the close of business on the fifteenth
calendar day (whether or not a Business Day, as defined below) immediately
preceding such Interest Payment Date (the "Record Date"); provided, however,
that interest payable on the Maturity Date will be payable to the person to whom
the principal hereof and premium, if any, hereon shall be payable. Any such
interest not so punctually paid or duly provided for on any Interest Payment
Date other than the Maturity Date ("Defaulted Interest") shall forthwith cease
to be payable to the Holder on the close of business on any Record Date and,
instead, shall be paid to the person in whose name this Note is registered at
the close of business on a special record date (the "Special Record Date") for
the payment of such Defaulted Interest to be fixed by the Trustee hereinafter
referred to, notice whereof shall be given to the Holder of this Note by the
Trustee not less than 10 calendar days prior to such Special Record Date or may
be paid at any time in any other lawful manner, all as more fully provided for
in the Indenture.

         Payment of principal, premium, if any, and interest in respect of this
Note due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note (and, with respect to any applicable
repayment of this Note, upon delivery of instructions as contemplated on the
reverse hereof) at the office or agency maintained by the Company for that
purpose in the Borough of Manhattan, The City of New York, currently the
corporate trust office of the Trustee located at 40 Broad Street, 5th Floor, New
York, New York 10004, or at such other paying agency in the Borough of
Manhattan, The City of New York, as




                                       2





the Company may determine; provided, however, that if the Specified Currency (as
defined below) is other than United States dollars and such payment is to be
made in the Specified Currency in accordance with the provisions set forth
below, such payment will be made by wire transfer of immediately available funds
to an account with a bank designated by the Holder hereof at least 15 calendar
days prior to the Maturity Date, provided that such bank has appropriate
facilities therefor and that this Note is presented and surrendered and, if
applicable, instructions are delivered at the aforementioned office or agency
maintained by the Company in time for the Trustee to make such payment in such
funds in accordance with its normal procedures. Payment of interest due on any
Interest Payment Date other than the Maturity Date will be made at the
aforementioned office or agency maintained by the Company or, at the option of
the Company, by check mailed to the address of the person entitled thereto as
such address shall appear in the Security Register maintained by the Trustee;
provided, however, that a Holder of U.S.$10,000,000 (or, if the Specified
Currency is other than United States dollars, the equivalent thereof in the
Specified Currency) or more in aggregate principal amount of Notes (whether
having identical or different terms and provisions) will be entitled to receive
interest payments on such Interest Payment Date by wire transfer of immediately
available funds if such Holder has delivered appropriate wire transfer
instructions in writing to the Trustee not less than 15 calendar days prior to
such Interest Payment Date. Any such wire transfer instructions received by the
Trustee shall remain in effect until revoked by such Holder.

         If any Interest Payment Date or the Maturity Date falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest shall be made on the next succeeding Business Day with the same
force and effect as if made on the date such payment was due, and no interest
shall accrue with respect to such payment for the period from and after such
Interest Payment Date or the Maturity Date, as the case may be, to the date of
such payment on the next succeeding Business Day.

         As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that if the Specified Currency is other
than United States dollars, such day must also not be a day on which commercial
banks are authorized or required by law, regulation or executive order to close
in the Principal Financial Center (as defined below) of the country issuing the
Specified Currency (or, if the Specified Currency is Euro, such day must also be
a day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open). "Principal Financial Center" means the
capital city of the country issuing the Specified Currency, except that with
respect to United States dollars, Australian dollars, Canadian dollars, Euros,
South African rands and Swiss francs, the "Principal Financial Center" shall be
The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively.

         The Company is obligated to make payment of principal, premium, if any,
and interest in respect of this Note in the currency in which this Note is
denominated above (or, if such currency is not at the time of such payment legal
tender for the payment of public and private debts in the country issuing such
currency or, if such currency is Euro, in the member states of the European
Union that have adopted the single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European Union,
then the currency which is at the time of such payment legal tender in the
related country or in the adopting member states


                                       3




of the European Union, as the case may be) (the "Specified Currency"). If the
Specified Currency is other than United States dollars, except as otherwise
provided below, any such amounts so payable by the Company will be converted by
the Exchange Rate Agent specified above into United States dollars for payment
to the Holder of this Note.

         Any United States dollar amount to be received by the Holder of this
Note will be based on the highest bid quotation in The City of New York received
by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on
the second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent)
selected by the Exchange Rate Agent and approved by the Company for the purchase
by the quoting dealer of the Specified Currency for United States dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Notes scheduled to receive United States
dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of this Note
by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.

         If the Specified Currency is other than United States dollars, the
Holder of this Note may elect to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest, if any, in respect of
this Note in the Specified Currency by submitting a written request for such
payment to the Trustee at its corporate trust office in The City of New York on
or prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be. Such written request may be mailed or hand
delivered or sent by cable, telex or other form of facsimile transmission. The
Holder of this Note may elect to receive all or a specified portion of all
future payments in the Specified Currency in respect of such principal, premium,
if any, and/or interest, if any, and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice
delivered to the Trustee, but written notice of any such revocation must be
received by the Trustee on or prior to the applicable Record Date or at least 15
calendar days prior to the Maturity Date, as the case may be.

         If the Specified Currency is other than United States dollars and the
Holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest,
if any, in respect of this Note in the Specified Currency, but the Specified
Currency is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to the Holder of this Note by making such payment in
United States dollars on the basis of the Market Exchange Rate (as defined
below) determined by the Exchange Rate Agent on the second Business Day prior to
such payment date or, if such Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate. The "Market Exchange
Rate" for the Specified Currency other than United States dollars means the noon
dollar buying rate in The City of New York for cable transfers for the Specified
Currency as certified for customs purposes (or, if not so certified, as
otherwise determined) by the Federal Reserve Bank of New York. Any payment made
in United States dollars under such circumstances shall not constitute an Event
of Default (as defined in the Indenture).



                                       4




         All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.

         The Company agrees to indemnify the Holder of any Note against any loss
incurred by such Holder as a result of any judgment or order being given or made
against the Company for any amount due hereunder and such judgment or order
requiring payment in a currency (the "Judgment Currency") other than the
Specified Currency, and as a result of any variation between (i) the rate of
exchange at which the Specified Currency amount is converted into the Judgment
Currency for the purpose of such judgment or order, and (ii) the rate of
exchange at which such Holder, on the date of payment of such judgment or order,
is able to purchase the Specified Currency with the amount of the Judgment
Currency actually received by such Holder, as the case may be. The foregoing
indemnity constitutes a separate and independent obligation of the Company and
continues in full force and effect notwithstanding any such judgment or order as
aforesaid. The term "rate of exchange" includes any premiums and costs of
exchange payable in connection with the purchase of, or conversion into, the
relevant currency.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and, if so specified on the face hereof, in an
Addendum hereto, which further provisions shall have the same force and effect
as if set forth on the face hereof.

         Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".

         Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



                                       5




         IN WITNESS WHEREOF, United Dominion Realty Trust, Inc. has caused this
Note to be duly executed by one of its duly authorized officers.

                              UNITED DOMINION REALTY TRUST, INC.


                              By  /s/ Scott A. Shanaberger
                                  ----------------------------------------------
                                  Name:  Scott A. Shanaberger
                                  Title: Senior Vice President, Chief Accounting
                                         Officer and Assistant Secretary

ATTEST:


By /s/ Mary Ellen Norwood
   --------------------------------------------------
   Name:  Mary Ellen Norwood
   Title: Vice President and Secretary



Dated: October 7, 2004



TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Debt Securities of the series designated therein referred to
in the within-mentioned Indenture.



WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee


By /s/ Sarah A. McMahon                    Authentication Date: October 7, 2004
   ---------------------------------
         Authorized Signatory



                                       6




                                [REVERSE OF NOTE]

                       UNITED DOMINION REALTY TRUST, INC.

                                MEDIUM-TERM NOTE
                                  (FIXED RATE)


         This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of November 1, 1995, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company (successor by merger to United
Dominion Realty Trust, Inc., a Virginia corporation) and Wachovia Bank, National
Association, (formerly known as First Union National Bank of Virginia) as
trustee (the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Debt Securities, and of the terms upon which the Debt Securities are, and
are to be, authenticated and delivered. This Note is one of the series of Debt
Securities designated as "Medium-Term Notes Due Nine Months or More From Date of
Issue" (the "Notes"). All terms used but not defined in this Note or in an
Addendum hereto shall have the meanings assigned to such terms in the Indenture
or on the face hereof, as the case may be.

         This Note is issuable only in registered form without coupons in
minimum denominations of U.S. $1,000 and integral multiples thereof or other
Authorized Denomination specified on the face hereof.

         This Note will not be subject to any sinking fund and, unless otherwise
specified on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.

         This Note will be subject to redemption at the option of the Company on
any date on or after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S. $1,000 or
other integral multiple of an Authorized Denomination (provided that any
remaining principal amount hereof shall be at least U.S. $1,000 or such other
minimum Authorized Denomination), at the Redemption Price (as defined below),
together with unpaid interest accrued thereon to the date fixed for redemption
(the "Redemption Date"), on written notice given to the Holder hereof (in
accordance with the provisions of the Indenture) not more than 60 nor less than
30 calendar days prior to the Redemption Date. The "Redemption Price" shall be
an amount equal to the Initial Redemption Percentage specified on the face
hereof (as adjusted by the Annual Redemption Percentage Reduction, if any,
specified on the face hereof) multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage, if any, shall decline at
each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, until the Redemption Price is 100% of unpaid
principal amount to be redeemed. In the event of redemption of this Note in part
only, a new Note of like tenor for the unredeemed portion hereof and otherwise
having the same



                                       7




terms and provisions as this Note shall be issued by the Company in the name of
the Holder hereof upon the presentation and surrender hereof.

         This Note will be subject to repayment by the Company at the option of
the Holder hereof on the Optional Repayment Date(s), if any, specified on the
face hereof, in whole or in part in increments of U.S. $1,000 or other integral
multiple of an Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S. $1,000 or such other minimum Authorized
Denomination), at a repayment price equal to 100% of the unpaid principal amount
to be repaid, together with unpaid interest accrued thereon to the date fixed
for repayment (the "Repayment Date"). For this Note to be repaid, the Trustee
must receive at its corporate trust office in the Borough of Manhattan, The City
of New York, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, such Note and instructions to such effect forwarded by the
Holder hereof. Exercise of such repayment option by the Holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note of
like tenor for the unrepaid portion hereof and otherwise having the same terms
and provisions as this Note shall be issued by the Company in the name of the
Holder hereof upon the presentation and surrender hereof.

         If this Note is specified on the face hereof to be a Discount Note, the
amount payable to the Holder of this Note in the event of redemption, repayment
or acceleration of maturity will be equal to the sum of (1) the Issue Price
specified on the face hereof (increased by any accruals of the Discount, as
defined below) and, in the event of any redemption of this Note (if applicable),
multiplied by the Initial Redemption Percentage (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) and (2) any unpaid interest
accrued thereon to the Redemption Date, Repayment Date or date of acceleration
of maturity, as the case may be. The difference between the Issue Price and 100%
of the principal amount of this Note is referred to herein as the "Discount".

         For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be accrued so as to cause the yield on the Note to
be constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.

         In addition to the covenants set forth in the Indenture, the Company is
required to maintain Total Unencumbered Assets (as defined below) of not less
than 150% of the aggregate outstanding principal amount of the Company's
Unsecured Debt (as defined below). For purposes of this requirement, the
following capitalized terms shall be defined as follows:



                                       8




         "Total Unencumbered Assets" means the sum of (i) those Undepreciated
Real Estate Assets (as defined below) not subject to an encumbrance and (ii) all
other assets of the Company and its Subsidiaries (as defined below) not subject
to encumbrance determined in accordance with generally accepted accounting
principles (but excluding accounts receivable and intangibles).

         "Subsidiaries" means a corporation, a limited liability company or a
partnership a majority of the outstanding voting stock, limited liability
company or partnership interests, as the case may be, of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries of
the Company. For purposes of this definition, "voting stock" means stock having
voting power for the election of directors, managing members or trustees,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

         "Undepreciated Real Estate Assets" as of any date means the original
cost plus capital improvements of real estate assets of the Company and its
Subsidiaries determined in accordance with generally accepted accounting
principles.

         "Unsecured Debt" means debt of the Company or any Subsidiary which is
not secured by any mortgage, lien, charge, pledge or security interest of any
kind upon any of their properties.

         If an Event of Default shall occur and be continuing, the principal of
the Notes may, and in certain cases shall, be accelerated in the manner and with
the effect provided in the Indenture.

         The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities at any time by the
Company and the Trustee with the consent of the Holders of a majority of the
aggregate principal amount of all Debt Securities at the time outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of a majority of the aggregate principal amount of the outstanding Debt
Securities of any series, on behalf of the Holders of all such Debt Securities,
to waive compliance by the Company with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the Holders of a majority of the
aggregate principal amount of the outstanding Debt Securities of any series, in
certain instances, to waive, on behalf of all of the Holders of Debt Securities
of such series, certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and other Notes issued upon the registration of transfer hereof or in exchange
heretofore or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.



                                       9




         As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Notes having the same terms
and provisions, of Authorized Denominations and for the same aggregate principal
amount, will be issued by the Company to the designated transferee or
transferees.

         As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different Authorized Denominations but otherwise having the
same terms and provisions, as requested by the Holder hereof surrendering the
same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary, except as required by law.

         THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA.



                                       10




                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

                                                                                        
TEN COM           - as tenants in common                UNIF GIFT MIN ACT            - ________ Custodian
TEN ENT           - as tenants by the entireties                                     ______
JT TEN            - as joint tenants with right of                                     (Cust)           (Minor)
                    survivorship and not as tenants                                  under Uniform Gifts to
                    in common                                                        Minors Act
                                                                                     _______________________
                                                                                                     (State)




     Additional abbreviations may also be used though not in the above list.

                       ----------------------------------

                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
             OTHER
IDENTIFYING NUMBER OF ASSIGNEE


- --------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)


- --------------------------------------------------------------------------------
this Note and all rights thereunder hereby irrevocably constituting and
appointing


- --------------------------------------------------------------------------------
Attorney to transfer this Note on the books of the Company, with full power of
substitution in the premises.

Dated:
       -----------------------------      --------------------------------------

       -----------------------------      --------------------------------------
                                                    Notice: The signature(s) on
                                                    this Assignment must
                                                    correspond with the name(s)
                                                    as written upon the face of
                                                    this Note in every
                                                    particular, without
                                                    alteration or enlargement or
                                                    any change whatsoever.




                                       11

EX-4.21

                                                                    EXHIBIT 4.21

                       UNITED DOMINION REALTY TRUST, INC.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.



REGISTERED                                CUSIP No.:                              PRINCIPAL AMOUNT:
No. FXR-4                                 91019PCP5                                 $100,000,000
- ---------                                 ---------                               -----------------
                                                                            
                                       UNITED DOMINION REALTY TRUST, INC.

                                                MEDIUM-TERM NOTE
                                                  (FIXED RATE)

ORIGINAL ISSUE DATE:                      INTEREST RATE:    5.25%                   STATED MATURITY DATE:
November 1, 2004                                                                    January 15, 2015

INTEREST PAYMENT DATE(S)                  [ ] CHECK IF DISCOUNT NOTE
[X] July 15 and January 15,                      Issue Price: %
commencing July 15, 2005
[ ] Other:

INITIAL REDEMPTION                        INITIAL REDEMPTION                        ANNUAL REDEMPTION
DATE: See Addendum                        PERCENTAGE: See Addendum                  PERCENTAGE
                                                                                    REDUCTION:   See Addendum

OPTIONAL REPAYMENT
DATE(S):  See Addendum

SPECIFIED CURRENCY:                       AUTHORIZED DENOMINATION:                  EXCHANGE RATE
[X] United States dollars                 [X] $1,000 and integral                   AGENT:  N/A
[ ] Other:                                    multiples thereof
                                          [ ] Other:

ADDENDUM ATTACHED                         DEFAULT INTEREST RATE:  N/A               OTHER/ADDITIONAL PROVISIONS:  N/A
[X] Yes
[ ] No








         UNITED DOMINION REALTY TRUST, INC., a Maryland corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
Co., as nominee for The Depository Trust Company, or registered assigns, the
Principal Amount of ONE-HUNDRED MILLION DOLLARS ($100,000,000), on the Stated
Maturity Date specified above (or any Redemption Date or Repayment Date, each as
defined on the reverse hereof, or any earlier date of acceleration of maturity)
(each such date being hereinafter referred to as the "Maturity Date" with
respect to the principal repayable on such date) and to pay interest thereon
(and on any overdue principal, premium and/or interest to the extent legally
enforceable) at the Interest Rate per annum specified above, until the principal
hereof is paid or duly made available for payment. The Company will pay interest
in arrears on each Interest Payment Date, if any, specified above (each, an
"Interest Payment Date"), commencing with the first Interest Payment Date next
succeeding the Original Issue Date specified above, and on the Maturity Date;
provided, however, that if the Original Issue Date occurs between a Record Date
(as defined below) and the next succeeding Interest Payment Date, interest
payment will commence on the Interest Payment Date immediately following the
next succeeding Record Date to the registered holder (the "Holder") of this Note
on the next succeeding Record Date. Interest on this Note will be computed on
the basis of a 360-day year of twelve 30-day months.

         Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period"). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Note (or one or more predecessor Notes, as defined
on the reverse hereof) is registered at the close of business on the fifteenth
calendar day (whether or not a Business Day, as defined below) immediately
preceding such Interest Payment Date (the "Record Date"); provided, however,
that interest payable on the Maturity Date will be payable to the person to whom
the principal hereof and premium, if any, hereon shall be payable. Any such
interest not so punctually paid or duly provided for on any Interest Payment
Date other than the Maturity Date ("Defaulted Interest") shall forthwith cease
to be payable to the Holder on the close of business on any Record Date and,
instead, shall be paid to the person in whose name this Note is registered at
the close of business on a special record date (the "Special Record Date") for
the payment of such Defaulted Interest to be fixed by the Trustee hereinafter
referred to, notice whereof shall be given to the Holder of this Note by the
Trustee not less than 10 calendar days prior to such Special Record Date or may
be paid at any time in any other lawful manner, all as more fully provided for
in the Indenture.

         Payment of principal, premium, if any, and interest in respect of this
Note due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note (and, with respect to any applicable
repayment of this Note, upon delivery of instructions as contemplated on the
reverse hereof) at the office or agency maintained by the Company for that
purpose in the Borough of Manhattan, The City of New York, currently the
corporate trust office of the Trustee located at 40 Broad Street, 5th Floor, New
York, New York 10004, or at such other paying agency in the Borough of
Manhattan, The City of New York, as the Company may determine; provided,
however, that if the Specified Currency (as defined



                                       2




below) is other than United States dollars and such payment is to be made in the
Specified Currency in accordance with the provisions set forth below, such
payment will be made by wire transfer of immediately available funds to an
account with a bank designated by the Holder hereof at least 15 calendar days
prior to the Maturity Date, provided that such bank has appropriate facilities
therefor and that this Note is presented and surrendered and, if applicable,
instructions are delivered at the aforementioned office or agency maintained by
the Company in time for the Trustee to make such payment in such funds in
accordance with its normal procedures. Payment of interest due on any Interest
Payment Date other than the Maturity Date will be made at the aforementioned
office or agency maintained by the Company or, at the option of the Company, by
check mailed to the address of the person entitled thereto as such address shall
appear in the Security Register maintained by the Trustee; provided, however,
that a Holder of U.S.$10,000,000 (or, if the Specified Currency is other than
United States dollars, the equivalent thereof in the Specified Currency) or more
in aggregate principal amount of Notes (whether having identical or different
terms and provisions) will be entitled to receive interest payments on such
Interest Payment Date by wire transfer of immediately available funds if such
Holder has delivered appropriate wire transfer instructions in writing to the
Trustee not less than 15 calendar days prior to such Interest Payment Date. Any
such wire transfer instructions received by the Trustee shall remain in effect
until revoked by such Holder.

         If any Interest Payment Date or the Maturity Date falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest shall be made on the next succeeding Business Day with the same
force and effect as if made on the date such payment was due, and no interest
shall accrue with respect to such payment for the period from and after such
Interest Payment Date or the Maturity Date, as the case may be, to the date of
such payment on the next succeeding Business Day.

         As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that if the Specified Currency is other
than United States dollars, such day must also not be a day on which commercial
banks are authorized or required by law, regulation or executive order to close
in the Principal Financial Center (as defined below) of the country issuing the
Specified Currency (or, if the Specified Currency is Euro, such day must also be
a day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open). "Principal Financial Center" means the
capital city of the country issuing the Specified Currency, except that with
respect to United States dollars, Australian dollars, Canadian dollars, Euros,
South African rands and Swiss francs, the "Principal Financial Center" shall be
The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively.

         The Company is obligated to make payment of principal, premium, if any,
and interest in respect of this Note in the currency in which this Note is
denominated above (or, if such currency is not at the time of such payment legal
tender for the payment of public and private debts in the country issuing such
currency or, if such currency is Euro, in the member states of the European
Union that have adopted the single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European Union,
then the currency which is at the time of such payment legal tender in the
related country or in the adopting member states of the European Union, as the
case may be) (the "Specified Currency"). If the Specified



                                       3




Currency is other than United States dollars, except as otherwise provided
below, any such amounts so payable by the Company will be converted by the
Exchange Rate Agent specified above into United States dollars for payment to
the Holder of this Note.

         Any United States dollar amount to be received by the Holder of this
Note will be based on the highest bid quotation in The City of New York received
by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on
the second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent)
selected by the Exchange Rate Agent and approved by the Company for the purchase
by the quoting dealer of the Specified Currency for United States dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Notes scheduled to receive United States
dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of this Note
by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.

         If the Specified Currency is other than United States dollars, the
Holder of this Note may elect to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest, if any, in respect of
this Note in the Specified Currency by submitting a written request for such
payment to the Trustee at its corporate trust office in The City of New York on
or prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be. Such written request may be mailed or hand
delivered or sent by cable, telex or other form of facsimile transmission. The
Holder of this Note may elect to receive all or a specified portion of all
future payments in the Specified Currency in respect of such principal, premium,
if any, and/or interest, if any, and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice
delivered to the Trustee, but written notice of any such revocation must be
received by the Trustee on or prior to the applicable Record Date or at least 15
calendar days prior to the Maturity Date, as the case may be.

         If the Specified Currency is other than United States dollars and the
Holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest,
if any, in respect of this Note in the Specified Currency, but the Specified
Currency is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to the Holder of this Note by making such payment in
United States dollars on the basis of the Market Exchange Rate (as defined
below) determined by the Exchange Rate Agent on the second Business Day prior to
such payment date or, if such Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate. The "Market Exchange
Rate" for the Specified Currency other than United States dollars means the noon
dollar buying rate in The City of New York for cable transfers for the Specified
Currency as certified for customs purposes (or, if not so certified, as
otherwise determined) by the Federal Reserve Bank of New York. Any payment made
in United States dollars under such circumstances shall not constitute an Event
of Default (as defined in the Indenture).

         All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.



                                       4




         The Company agrees to indemnify the Holder of any Note against any loss
incurred by such Holder as a result of any judgment or order being given or made
against the Company for any amount due hereunder and such judgment or order
requiring payment in a currency (the "Judgment Currency") other than the
Specified Currency, and as a result of any variation between (i) the rate of
exchange at which the Specified Currency amount is converted into the Judgment
Currency for the purpose of such judgment or order, and (ii) the rate of
exchange at which such Holder, on the date of payment of such judgment or order,
is able to purchase the Specified Currency with the amount of the Judgment
Currency actually received by such Holder, as the case may be. The foregoing
indemnity constitutes a separate and independent obligation of the Company and
continues in full force and effect notwithstanding any such judgment or order as
aforesaid. The term "rate of exchange" includes any premiums and costs of
exchange payable in connection with the purchase of, or conversion into, the
relevant currency.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and, if so specified on the face hereof, in an
Addendum hereto, which further provisions shall have the same force and effect
as if set forth on the face hereof.

         Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".

         Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



                                       5




         IN WITNESS WHEREOF, United Dominion Realty Trust, Inc. has caused this
Note to be duly executed by one of its duly authorized officers.


                               UNITED DOMINION REALTY TRUST, INC.


                               By /s/ Scott A. Shanaberger
                                  ----------------------------------------------
                                  Name:  Scott A. Shanaberger
                                  Title: Senior Vice President, Chief Accounting
                                         Officer and Assistant Secretary

ATTEST:


By /s/ Mary Ellen Norwood
   -----------------------------------
   Name:  Mary Ellen Norwood
   Title: Vice President and Secretary



Dated: November 1, 2004



TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Debt Securities of the series designated therein referred to
in the within-mentioned Indenture.



WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee


By /s/ Sarah A. McMahon                    Authentication Date: November 1, 2004
   -------------------------------------
   Authorized Signatory



                                       6




                                [REVERSE OF NOTE]

                       UNITED DOMINION REALTY TRUST, INC.

                                MEDIUM-TERM NOTE
                                  (FIXED RATE)


         This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of November 1, 1995, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company (successor by merger to United
Dominion Realty Trust, Inc., a Virginia corporation) and Wachovia Bank, National
Association, (formerly known as First Union National Bank of Virginia) as
trustee (the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Debt Securities, and of the terms upon which the Debt Securities are, and
are to be, authenticated and delivered. This Note is one of the series of Debt
Securities designated as "Medium-Term Notes Due Nine Months or More From Date of
Issue" (the "Notes"). All terms used but not defined in this Note or in an
Addendum hereto shall have the meanings assigned to such terms in the Indenture
or on the face hereof, as the case may be.

         This Note is issuable only in registered form without coupons in
minimum denominations of U.S. $1,000 and integral multiples thereof or other
Authorized Denomination specified on the face hereof.

         This Note will not be subject to any sinking fund and, unless otherwise
specified on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.

         This Note will be subject to redemption at the option of the Company on
any date on or after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S. $1,000 or
other integral multiple of an Authorized Denomination (provided that any
remaining principal amount hereof shall be at least U.S. $1,000 or such other
minimum Authorized Denomination), at the Redemption Price (as defined below),
together with unpaid interest accrued thereon to the date fixed for redemption
(the "Redemption Date"), on written notice given to the Holder hereof (in
accordance with the provisions of the Indenture) not more than 60 nor less than
30 calendar days prior to the Redemption Date. The "Redemption Price" shall be
an amount equal to the Initial Redemption Percentage specified on the face
hereof (as adjusted by the Annual Redemption Percentage Reduction, if any,
specified on the face hereof) multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage, if any, shall decline at
each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, until the Redemption Price is 100% of unpaid
principal amount to be redeemed. In the event of redemption of this Note in part
only, a new Note of like tenor for the unredeemed portion hereof and otherwise
having the same



                                       7




terms and provisions as this Note shall be issued by the Company in the name of
the Holder hereof upon the presentation and surrender hereof.

         This Note will be subject to repayment by the Company at the option of
the Holder hereof on the Optional Repayment Date(s), if any, specified on the
face hereof, in whole or in part in increments of U.S. $1,000 or other integral
multiple of an Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S. $1,000 or such other minimum Authorized
Denomination), at a repayment price equal to 100% of the unpaid principal amount
to be repaid, together with unpaid interest accrued thereon to the date fixed
for repayment (the "Repayment Date"). For this Note to be repaid, the Trustee
must receive at its corporate trust office in the Borough of Manhattan, The City
of New York, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, such Note and instructions to such effect forwarded by the
Holder hereof. Exercise of such repayment option by the Holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note of
like tenor for the unrepaid portion hereof and otherwise having the same terms
and provisions as this Note shall be issued by the Company in the name of the
Holder hereof upon the presentation and surrender hereof.

         If this Note is specified on the face hereof to be a Discount Note, the
amount payable to the Holder of this Note in the event of redemption, repayment
or acceleration of maturity will be equal to the sum of (1) the Issue Price
specified on the face hereof (increased by any accruals of the Discount, as
defined below) and, in the event of any redemption of this Note (if applicable),
multiplied by the Initial Redemption Percentage (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) and (2) any unpaid interest
accrued thereon to the Redemption Date, Repayment Date or date of acceleration
of maturity, as the case may be. The difference between the Issue Price and 100%
of the principal amount of this Note is referred to herein as the "Discount".

         For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be accrued so as to cause the yield on the Note to
be constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.

         In addition to the covenants set forth in the Indenture, the Company is
required to maintain Total Unencumbered Assets (as defined below) of not less
than 150% of the aggregate outstanding principal amount of the Company's
Unsecured Debt (as defined below). For purposes of this requirement, the
following capitalized terms shall be defined as follows:



                                       8




         "Total Unencumbered Assets" means the sum of (i) those Undepreciated
Real Estate Assets (as defined below) not subject to an encumbrance and (ii) all
other assets of the Company and its Subsidiaries (as defined below) not subject
to encumbrance determined in accordance with generally accepted accounting
principles (but excluding accounts receivable and intangibles).

         "Subsidiaries" means a corporation, a limited liability company or a
partnership a majority of the outstanding voting stock, limited liability
company or partnership interests, as the case may be, of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries of
the Company. For purposes of this definition, "voting stock" means stock having
voting power for the election of directors, managing members or trustees,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

         "Undepreciated Real Estate Assets" as of any date means the original
cost plus capital improvements of real estate assets of the Company and its
Subsidiaries determined in accordance with generally accepted accounting
principles.

         "Unsecured Debt" means debt of the Company or any Subsidiary which is
not secured by any mortgage, lien, charge, pledge or security interest of any
kind upon any of their properties.

         If an Event of Default shall occur and be continuing, the principal of
the Notes may, and in certain cases shall, be accelerated in the manner and with
the effect provided in the Indenture.

         The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities at any time by the
Company and the Trustee with the consent of the Holders of a majority of the
aggregate principal amount of all Debt Securities at the time outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of a majority of the aggregate principal amount of the outstanding Debt
Securities of any series, on behalf of the Holders of all such Debt Securities,
to waive compliance by the Company with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the Holders of a majority of the
aggregate principal amount of the outstanding Debt Securities of any series, in
certain instances, to waive, on behalf of all of the Holders of Debt Securities
of such series, certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and other Notes issued upon the registration of transfer hereof or in exchange
heretofore or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.



                                       9




         As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Notes having the same terms
and provisions, of Authorized Denominations and for the same aggregate principal
amount, will be issued by the Company to the designated transferee or
transferees.

         As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different Authorized Denominations but otherwise having the
same terms and provisions, as requested by the Holder hereof surrendering the
same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary, except as required by law.

         THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA.




                                       10





                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

                                                                            
TEN COM           - as tenants in common                UNIF GIFT MIN ACT            - ________ Custodian _______
TEN ENT           - as tenants by the entireties                                        (Cust)            (Minor)
JT TEN            - as joint tenants with right of                                   under Uniform Gifts to Minors Act
                    survivorship and not as tenants                                  ____________________(State)
                    in common


                  Additional abbreviations may also be used though not in the above list.



                       ----------------------------------

                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
            OTHER
IDENTIFYING NUMBER OF ASSIGNEE



- --------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)


- --------------------------------------------------------------------------------
this Note and all rights thereunder hereby irrevocably constituting and
appointing


- --------------------------------------------------------------------------------
Attorney to transfer this Note on the books of the Company, with full power of
substitution in the premises.

Dated:
       -----------------------------      --------------------------------------


       -----------------------------      --------------------------------------

                                                Notice: The signature(s) on this
                                                Assignment must correspond with
                                                the name(s) as written upon the
                                                face of this Note in every
                                                particular, without alteration
                                                or enlargement or any change
                                                whatsoever.




                                       11





                       UNITED DOMINION REALTY TRUST, INC.

                          ADDENDUM TO MEDIUM-TERM NOTE
                                  (Fixed Rate)

         The Company may redeem all or part of this Note at any time at its
option at a redemption price equal to the greater of (1) the principal amount of
this Note being redeemed plus accrued and unpaid interest to the redemption date
or (2) the Make-Whole Amount for the principal amount of this Note being
redeemed.

         "Make-Whole Amount" means, as determined by the Quotation Agent, the
sum of the present values of the principal amount of this Note to be redeemed,
together with the scheduled payments of interest (exclusive of interest to the
redemption date) from the redemption date to the maturity date of this Note
being redeemed, in each case discounted to the redemption date on a semi-annual
basis, assuming a 360-day year consisting of twelve 30-day months, at the
Adjusted Treasury Rate, plus accrued and unpaid interest on the principal amount
of this Note being redeemed to the redemption date.

         "Adjusted Treasury Rate" means, with respect to any redemption date,
the sum of (x) either (1) the yield for the maturity corresponding to the
Comparable Treasury Issue, under the heading that represents the average for the
immediately preceding week, appearing in the most recent published statistical
release designated "H.15 (519)" or any successor publication that is published
weekly by the Board of Governors of the Federal Reserve System and that
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities" (provided,
if no maturity is within three months before or after the remaining term of this
Note, yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate
shall be interpolated or extrapolated from such yields on a straight line basis,
rounded to the nearest month) or (2) if such release (or any successor release)
is not published during the week preceding the calculation date or does not
contain such yields, the rate per year equal to the semi-annual equivalent yield
to maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date, in each case
calculated on the third business day preceding the redemption date, and (y)
..20%.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term from the redemption date to the maturity date of this Note that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of this Note.

         "Comparable Treasury Price" means, with respect to any redemption date,
(x) the average of three Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest Reference Treasury
Dealer Quotations so obtained or (y) if fewer than five Reference Treasury
Dealer Quotations are so obtained, the average of all such Reference Treasury
Dealer Quotations so obtained.







         "Quotation Agent" means the Reference Treasury Dealer selected by the
indenture trustee after consultation with the Company.

         "Reference Treasury Dealer" means any of J.P. Morgan Securities Inc.,
Goldman, Sachs & Co., their respective successors and assigns and three other
nationally recognized investment banking firm selected by the Company that is a
primary U.S. Government securities dealer.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the indenture trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the indenture trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date.


                                       2

EX-4.22

                                                                    EXHIBIT 4.22


                       UNITED DOMINION REALTY TRUST, INC.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

REGISTERED                CUSIP No.:          PRINCIPAL AMOUNT:
No. FXR-5                 91019PCP5           $50,000,000

                       UNITED DOMINION REALTY TRUST, INC.

                                MEDIUM-TERM NOTE
                                  (FIXED RATE)

                                                                              
ORIGINAL ISSUE DATE:                      INTEREST RATE: 5.25%                      STATED MATURITY
November 1, 2004                                                                    DATE: January 15, 2015

INTEREST PAYMENT DATE(S)                  [ ] CHECK IF DISCOUNT NOTE
[X] July 15 and January 15,                         Issue Price: %
commencing July 15, 2005
[ ] Other:

INITIAL REDEMPTION                        INITIAL REDEMPTION                        ANNUAL REDEMPTION
DATE: See Addendum                        PERCENTAGE: See Addendum                  PERCENTAGE
                                                                                    REDUCTION: See Addendum

OPTIONAL REPAYMENT
DATE(S): See Addendum

SPECIFIED CURRENCY:                       AUTHORIZED DENOMINATION:                  EXCHANGE RATE
[X] United States dollars                 [X] $1,000 and integral                   AGENT: N/A
[ ] Other:                                    multiples thereof
                                          [ ] Other:

ADDENDUM ATTACHED                         DEFAULT INTEREST RATE: N/A                OTHER/ADDITIONAL
                                                                                    PROVISIONS: N/A
[X] Yes
[ ] No





      UNITED DOMINION REALTY TRUST, INC., a Maryland corporation (the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & Co., as
nominee for The Depository Trust Company, or registered assigns, the Principal
Amount of FIFTY MILLION DOLLARS ($50,000,000), on the Stated Maturity Date
specified above (or any Redemption Date or Repayment Date, each as defined on
the reverse hereof, or any earlier date of acceleration of maturity) (each such
date being hereinafter referred to as the "Maturity Date" with respect to the
principal repayable on such date) and to pay interest thereon (and on any
overdue principal, premium and/or interest to the extent legally enforceable) at
the Interest Rate per annum specified above, until the principal hereof is paid
or duly made available for payment. The Company will pay interest in arrears on
each Interest Payment Date, if any, specified above (each, an "Interest Payment
Date"), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date; provided,
however, that if the Original Issue Date occurs between a Record Date (as
defined below) and the next succeeding Interest Payment Date, interest payment
will commence on the Interest Payment Date immediately following the next
succeeding Record Date to the registered holder (the "Holder") of this Note on
the next succeeding Record Date. Interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months.

      Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period"). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Note (or one or more predecessor Notes, as defined
on the reverse hereof) is registered at the close of business on the fifteenth
calendar day (whether or not a Business Day, as defined below) immediately
preceding such Interest Payment Date (the "Record Date"); provided, however,
that interest payable on the Maturity Date will be payable to the person to whom
the principal hereof and premium, if any, hereon shall be payable. Any such
interest not so punctually paid or duly provided for on any Interest Payment
Date other than the Maturity Date ("Defaulted Interest") shall forthwith cease
to be payable to the Holder on the close of business on any Record Date and,
instead, shall be paid to the person in whose name this Note is registered at
the close of business on a special record date (the "Special Record Date") for
the payment of such Defaulted Interest to be fixed by the Trustee hereinafter
referred to, notice whereof shall be given to the Holder of this Note by the
Trustee not less than 10 calendar days prior to such Special Record Date or may
be paid at any time in any other lawful manner, all as more fully provided for
in the Indenture.

      Payment of principal, premium, if any, and interest in respect of this
Note due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note (and, with respect to any applicable
repayment of this Note, upon delivery of instructions as contemplated on the
reverse hereof) at the office or agency maintained by the Company for that
purpose in the Borough of Manhattan, The City of New York, currently the
corporate trust office of the Trustee located at 40 Broad Street, 5th Floor, New
York, New York 10004, or at such other paying agency in the Borough of
Manhattan, The City of New York, as the Company may determine; provided,
however, that if the Specified Currency (as defined

                                        2


below) is other than United States dollars and such payment is to be made in the
Specified Currency in accordance with the provisions set forth below, such
payment will be made by wire transfer of immediately available funds to an
account with a bank designated by the Holder hereof at least 15 calendar days
prior to the Maturity Date, provided that such bank has appropriate facilities
therefor and that this Note is presented and surrendered and, if applicable,
instructions are delivered at the aforementioned office or agency maintained by
the Company in time for the Trustee to make such payment in such funds in
accordance with its normal procedures. Payment of interest due on any Interest
Payment Date other than the Maturity Date will be made at the aforementioned
office or agency maintained by the Company or, at the option of the Company, by
check mailed to the address of the person entitled thereto as such address shall
appear in the Security Register maintained by the Trustee; provided, however,
that a Holder of U.S.$10,000,000 (or, if the Specified Currency is other than
United States dollars, the equivalent thereof in the Specified Currency) or more
in aggregate principal amount of Notes (whether having identical or different
terms and provisions) will be entitled to receive interest payments on such
Interest Payment Date by wire transfer of immediately available funds if such
Holder has delivered appropriate wire transfer instructions in writing to the
Trustee not less than 15 calendar days prior to such Interest Payment Date. Any
such wire transfer instructions received by the Trustee shall remain in effect
until revoked by such Holder.

      If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day, the required payment of principal, premium, if any, and/or
interest shall be made on the next succeeding Business Day with the same force
and effect as if made on the date such payment was due, and no interest shall
accrue with respect to such payment for the period from and after such Interest
Payment Date or the Maturity Date, as the case may be, to the date of such
payment on the next succeeding Business Day.

      As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that if the Specified Currency is other
than United States dollars, such day must also not be a day on which commercial
banks are authorized or required by law, regulation or executive order to close
in the Principal Financial Center (as defined below) of the country issuing the
Specified Currency (or, if the Specified Currency is Euro, such day must also be
a day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open). "Principal Financial Center" means the
capital city of the country issuing the Specified Currency, except that with
respect to United States dollars, Australian dollars, Canadian dollars, Euros,
South African rands and Swiss francs, the "Principal Financial Center" shall be
The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively.

      The Company is obligated to make payment of principal, premium, if any,
and interest in respect of this Note in the currency in which this Note is
denominated above (or, if such currency is not at the time of such payment legal
tender for the payment of public and private debts in the country issuing such
currency or, if such currency is Euro, in the member states of the European
Union that have adopted the single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European Union,
then the currency which is at the time of such payment legal tender in the
related country or in the adopting member states of the European Union, as the
case may be) (the "Specified Currency"). If the Specified

                                        3


Currency is other than United States dollars, except as otherwise provided
below, any such amounts so payable by the Company will be converted by the
Exchange Rate Agent specified above into United States dollars for payment to
the Holder of this Note.

      Any United States dollar amount to be received by the Holder of this Note
will be based on the highest bid quotation in The City of New York received by
the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected
by the Exchange Rate Agent and approved by the Company for the purchase by the
quoting dealer of the Specified Currency for United States dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Notes scheduled to receive United States
dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of this Note
by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.

      If the Specified Currency is other than United States dollars, the Holder
of this Note may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest, if any, in respect of this Note in
the Specified Currency by submitting a written request for such payment to the
Trustee at its corporate trust office in The City of New York on or prior to the
applicable Record Date or at least 15 calendar days prior to the Maturity Date,
as the case may be. Such written request may be mailed or hand delivered or sent
by cable, telex or other form of facsimile transmission. The Holder of this Note
may elect to receive all or a specified portion of all future payments in the
Specified Currency in respect of such principal, premium, if any, and/or
interest, if any, and need not file a separate election for each payment. Such
election will remain in effect until revoked by written notice delivered to the
Trustee, but written notice of any such revocation must be received by the
Trustee on or prior to the applicable Record Date or at least 15 calendar days
prior to the Maturity Date, as the case may be.

      If the Specified Currency is other than United States dollars and the
Holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest,
if any, in respect of this Note in the Specified Currency, but the Specified
Currency is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to the Holder of this Note by making such payment in
United States dollars on the basis of the Market Exchange Rate (as defined
below) determined by the Exchange Rate Agent on the second Business Day prior to
such payment date or, if such Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate. The "Market Exchange
Rate" for the Specified Currency other than United States dollars means the noon
dollar buying rate in The City of New York for cable transfers for the Specified
Currency as certified for customs purposes (or, if not so certified, as
otherwise determined) by the Federal Reserve Bank of New York. Any payment made
in United States dollars under such circumstances shall not constitute an Event
of Default (as defined in the Indenture).

      All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.

                                        4


      The Company agrees to indemnify the Holder of any Note against any loss
incurred by such Holder as a result of any judgment or order being given or made
against the Company for any amount due hereunder and such judgment or order
requiring payment in a currency (the "Judgment Currency") other than the
Specified Currency, and as a result of any variation between (i) the rate of
exchange at which the Specified Currency amount is converted into the Judgment
Currency for the purpose of such judgment or order, and (ii) the rate of
exchange at which such Holder, on the date of payment of such judgment or order,
is able to purchase the Specified Currency with the amount of the Judgment
Currency actually received by such Holder, as the case may be. The foregoing
indemnity constitutes a separate and independent obligation of the Company and
continues in full force and effect notwithstanding any such judgment or order as
aforesaid. The term "rate of exchange" includes any premiums and costs of
exchange payable in connection with the purchase of, or conversion into, the
relevant currency.

      Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall have the same force and effect as if set
forth on the face hereof.

      Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".

      Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

                                       5


      IN WITNESS WHEREOF, United Dominion Realty Trust, Inc. has caused this
Note to be duly executed by one of its duly authorized officers.

                        UNITED DOMINION REALTY TRUST, INC.

                        By /s/ Scott A. Shanaberger
                           -----------------------------------------------------
                           Name: Scott A. Shanaberger
                           Title: Senior Vice President, Chief Accounting
                                    Officer and Assistant Secretary

ATTEST:

By /s/ Mary Ellen Norwood
   ------------------------
   Name:  Mary Ellen Norwood
   Title: Vice President and Secretary

Dated: February 14, 2005

TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Debt Securities of
the series designated therein referred
to in the within-mentioned Indenture.

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee

By /s/ Sarah A. McMahon                 Authentication Date: February 14, 2005
   ------------------------
       Authorized Signatory
                                       6



                                [REVERSE OF NOTE]

                       UNITED DOMINION REALTY TRUST, INC.

                                MEDIUM-TERM NOTE
                                  (FIXED RATE)

      This Note is one of a duly authorized series of Debt Securities (the "Debt
Securities") of the Company issued and to be issued under an Indenture, dated as
of November 1, 1995, as amended, modified or supplemented from time to time (the
"Indenture"), between the Company (successor by merger to United Dominion Realty
Trust, Inc., a Virginia corporation) and Wachovia Bank, National Association,
(formerly known as First Union National Bank of Virginia) as trustee (the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Debt
Securities, and of the terms upon which the Debt Securities are, and are to be,
authenticated and delivered. This Note is one of the series of Debt Securities
designated as "Medium-Term Notes Due Nine Months or More From Date of Issue"
(the "Notes"). All terms used but not defined in this Note or in an Addendum
hereto shall have the meanings assigned to such terms in the Indenture or on the
face hereof, as the case may be.

      This Note is issuable only in registered form without coupons in minimum
denominations of U.S. $1,000 and integral multiples thereof or other Authorized
Denomination specified on the face hereof.

      This Note will not be subject to any sinking fund and, unless otherwise
specified on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.

      This Note will be subject to redemption at the option of the Company on
any date on or after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S. $1,000 or
other integral multiple of an Authorized Denomination (provided that any
remaining principal amount hereof shall be at least U.S. $1,000 or such other
minimum Authorized Denomination), at the Redemption Price (as defined below),
together with unpaid interest accrued thereon to the date fixed for redemption
(the "Redemption Date"), on written notice given to the Holder hereof (in
accordance with the provisions of the Indenture) not more than 60 nor less than
30 calendar days prior to the Redemption Date. The "Redemption Price" shall be
an amount equal to the Initial Redemption Percentage specified on the face
hereof (as adjusted by the Annual Redemption Percentage Reduction, if any,
specified on the face hereof) multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage, if any, shall decline at
each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, until the Redemption Price is 100% of unpaid
principal amount to be redeemed. In the event of redemption of this Note in part
only, a new Note of like tenor for the unredeemed portion hereof and otherwise
having the same

                                        7


terms and provisions as this Note shall be issued by the Company in the name of
the Holder hereof upon the presentation and surrender hereof.

      This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or in part in increments of U.S. $1,000 or other integral
multiple of an Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S. $1,000 or such other minimum Authorized
Denomination), at a repayment price equal to 100% of the unpaid principal amount
to be repaid, together with unpaid interest accrued thereon to the date fixed
for repayment (the "Repayment Date"). For this Note to be repaid, the Trustee
must receive at its corporate trust office in the Borough of Manhattan, The City
of New York, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, such Note and instructions to such effect forwarded by the
Holder hereof. Exercise of such repayment option by the Holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note of
like tenor for the unrepaid portion hereof and otherwise having the same terms
and provisions as this Note shall be issued by the Company in the name of the
Holder hereof upon the presentation and surrender hereof.

      If this Note is specified on the face hereof to be a Discount Note, the
amount payable to the Holder of this Note in the event of redemption, repayment
or acceleration of maturity will be equal to the sum of (1) the Issue Price
specified on the face hereof (increased by any accruals of the Discount, as
defined below) and, in the event of any redemption of this Note (if applicable),
multiplied by the Initial Redemption Percentage (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) and (2) any unpaid interest
accrued thereon to the Redemption Date, Repayment Date or date of acceleration
of maturity, as the case may be. The difference between the Issue Price and 100%
of the principal amount of this Note is referred to herein as the "Discount".

      For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause the yield on the Note to be
constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.

      In addition to the covenants set forth in the Indenture, the Company is
required to maintain Total Unencumbered Assets (as defined below) of not less
than 150% of the aggregate outstanding principal amount of the Company's
Unsecured Debt (as defined below). For purposes of this requirement, the
following capitalized terms shall be defined as follows:

                                        8


      "Total Unencumbered Assets" means the sum of (i) those Undepreciated Real
Estate Assets (as defined below) not subject to an encumbrance and (ii) all
other assets of the Company and its Subsidiaries (as defined below) not subject
to encumbrance determined in accordance with generally accepted accounting
principles (but excluding accounts receivable and intangibles).

      "Subsidiaries" means a corporation, a limited liability company or a
partnership a majority of the outstanding voting stock, limited liability
company or partnership interests, as the case may be, of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries of
the Company. For purposes of this definition, "voting stock" means stock having
voting power for the election of directors, managing members or trustees,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

      "Undepreciated Real Estate Assets" as of any date means the original cost
plus capital improvements of real estate assets of the Company and its
Subsidiaries determined in accordance with generally accepted accounting
principles.

      "Unsecured Debt" means debt of the Company or any Subsidiary which is not
secured by any mortgage, lien, charge, pledge or security interest of any kind
upon any of their properties.

      If an Event of Default shall occur and be continuing, the principal of the
Notes may, and in certain cases shall, be accelerated in the manner and with the
effect provided in the Indenture.

      The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities at any time by the
Company and the Trustee with the consent of the Holders of a majority of the
aggregate principal amount of all Debt Securities at the time outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of a majority of the aggregate principal amount of the outstanding Debt
Securities of any series, on behalf of the Holders of all such Debt Securities,
to waive compliance by the Company with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the Holders of a majority of the
aggregate principal amount of the outstanding Debt Securities of any series, in
certain instances, to waive, on behalf of all of the Holders of Debt Securities
of such series, certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and other Notes issued upon the registration of transfer hereof or in exchange
heretofore or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Note.

      No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.

                                        9


      As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Notes having the same terms
and provisions, of Authorized Denominations and for the same aggregate principal
amount, will be issued by the Company to the designated transferee or
transferees.

      As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different Authorized Denominations but otherwise having the
same terms and provisions, as requested by the Holder hereof surrendering the
same.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary, except as required by law.

      THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA.

                                       10


                                  ABBREVIATIONS

      The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN     - as tenants in common            UNIF GIFT MIN - ________ Custodian
COM                                       ACT             ______
TEN ENT - as tenants by the entireties                     (Cust)    (Minor)
                                                          under Uniform Gifts to
JT TEN  - as joint tenants with right of                  Minors Act
          survivorship and not as tenants                 ____________________
          in common                                                    (State)

           Additional abbreviations may also be used though not in the
above list.

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
            OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________________________________________

_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
_______________________________________________________________________________
this Note and all rights thereunder hereby irrevocably constituting and
appointing

_______________________________________________________________________________
Attorney to transfer this Note on the books of the Company, with full power of
substitution in the premises.

Dated: _______________                       __________________________________

       _______________                       __________________________________
                                                Notice: The signature(s) on
                                                this Assignment must correspond
                                                with the name(s) as written upon
                                                the face of this Note in every
                                                particular, without alteration
                                                or enlargement or any change
                                                whatsoever.

                                       11


                       UNITED DOMINION REALTY TRUST, INC.

                          ADDENDUM TO MEDIUM-TERM NOTE

                                  (Fixed Rate)

      The Company may redeem all or part of this Note at any time at its option
at a redemption price equal to the greater of (1) the principal amount of this
Note being redeemed plus accrued and unpaid interest to the redemption date or
(2) the Make-Whole Amount for the principal amount of this Note being redeemed.

      "Make-Whole Amount" means, as determined by the Quotation Agent, the sum
of the present values of the principal amount of this Note to be redeemed,
together with the scheduled payments of interest (exclusive of interest to the
redemption date) from the redemption date to the maturity date of this Note
being redeemed, in each case discounted to the redemption date on a semi-annual
basis, assuming a 360-day year consisting of twelve 30-day months, at the
Adjusted Treasury Rate, plus accrued and unpaid interest on the principal amount
of this Note being redeemed to the redemption date.

      "Adjusted Treasury Rate" means, with respect to any redemption date, the
sum of (x) either (1) the yield for the maturity corresponding to the Comparable
Treasury Issue, under the heading that represents the average for the
immediately preceding week, appearing in the most recent published statistical
release designated "H.15 (519)" or any successor publication that is published
weekly by the Board of Governors of the Federal Reserve System and that
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities" (provided,
if no maturity is within three months before or after the remaining term of this
Note, yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate
shall be interpolated or extrapolated from such yields on a straight line basis,
rounded to the nearest month) or (2) if such release (or any successor release)
is not published during the week preceding the calculation date or does not
contain such yields, the rate per year equal to the semi-annual equivalent yield
to maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date, in each case
calculated on the third business day preceding the redemption date, and (y)
..20%.

      "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term from the redemption date to the maturity date of this Note that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of this Note.

      "Comparable Treasury Price" means, with respect to any redemption date,
(x) the average of three Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest Reference Treasury
Dealer Quotations so obtained or (y) if fewer than five Reference Treasury
Dealer Quotations are so obtained, the average of all such Reference Treasury
Dealer Quotations so obtained.



      "Quotation Agent" means the Reference Treasury Dealer selected by the
indenture trustee after consultation with the Company.

      "Reference Treasury Dealer" means any of J.P. Morgan Securities Inc.,
Goldman, Sachs & Co., their respective successors and assigns and three other
nationally recognized investment banking firm selected by the Company that is a
primary U.S. Government securities dealer.

      "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the indenture trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the indenture trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date.

                                      2

EX-4.23

                                                                    EXHIBIT 4.23


                       UNITED DOMINION REALTY TRUST, INC.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

REGISTERED               CUSIP No.:            PRINCIPAL AMOUNT:
No. FXR-6                91019PCP5             $50,000,000

                       UNITED DOMINION REALTY TRUST, INC.

                                MEDIUM-TERM NOTE
                                  (FIXED RATE)

                                                                              
ORIGINAL ISSUE DATE:                      INTEREST RATE: 5.25%                      STATED MATURITY
November 1, 2004                                                                    DATE: January 15, 2015

INTEREST PAYMENT DATE(S)                  [ ] CHECK IF DISCOUNT NOTE
[X] July 15 and January 15,                         Issue Price: %
commencing July 15, 2005
[ ] Other:

INITIAL REDEMPTION                        INITIAL REDEMPTION                        ANNUAL REDEMPTION
DATE: See Addendum                        PERCENTAGE: See Addendum                  PERCENTAGE
                                                                                    REDUCTION: See Addendum

OPTIONAL REPAYMENT
DATE(S): See Addendum

SPECIFIED CURRENCY:                       AUTHORIZED DENOMINATION:                  EXCHANGE RATE
[X] United States dollars                 [X] $1,000 and integral                   AGENT: N/A [ ]
[ ] Other:                                    multiples thereof
                                          [ ] Other:

ADDENDUM ATTACHED                         DEFAULT INTEREST RATE: N/A                OTHER/ADDITIONAL
                                                                                    PROVISIONS: N/A
[X] Yes
[ ] No





      UNITED DOMINION REALTY TRUST, INC., a Maryland corporation (the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & Co., as
nominee for The Depository Trust Company, or registered assigns, the Principal
Amount of FIFTY MILLION DOLLARS ($50,000,000), on the Stated Maturity Date
specified above (or any Redemption Date or Repayment Date, each as defined on
the reverse hereof, or any earlier date of acceleration of maturity) (each such
date being hereinafter referred to as the "Maturity Date" with respect to the
principal repayable on such date) and to pay interest thereon (and on any
overdue principal, premium and/or interest to the extent legally enforceable) at
the Interest Rate per annum specified above, until the principal hereof is paid
or duly made available for payment. The Company will pay interest in arrears on
each Interest Payment Date, if any, specified above (each, an "Interest Payment
Date"), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date; provided,
however, that if the Original Issue Date occurs between a Record Date (as
defined below) and the next succeeding Interest Payment Date, interest payment
will commence on the Interest Payment Date immediately following the next
succeeding Record Date to the registered holder (the "Holder") of this Note on
the next succeeding Record Date. Interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months.

      Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period"). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Note (or one or more predecessor Notes, as defined
on the reverse hereof) is registered at the close of business on the fifteenth
calendar day (whether or not a Business Day, as defined below) immediately
preceding such Interest Payment Date (the "Record Date"); provided, however,
that interest payable on the Maturity Date will be payable to the person to whom
the principal hereof and premium, if any, hereon shall be payable. Any such
interest not so punctually paid or duly provided for on any Interest Payment
Date other than the Maturity Date ("Defaulted Interest") shall forthwith cease
to be payable to the Holder on the close of business on any Record Date and,
instead, shall be paid to the person in whose name this Note is registered at
the close of business on a special record date (the "Special Record Date") for
the payment of such Defaulted Interest to be fixed by the Trustee hereinafter
referred to, notice whereof shall be given to the Holder of this Note by the
Trustee not less than 10 calendar days prior to such Special Record Date or may
be paid at any time in any other lawful manner, all as more fully provided for
in the Indenture.

      Payment of principal, premium, if any, and interest in respect of this
Note due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note (and, with respect to any applicable
repayment of this Note, upon delivery of instructions as contemplated on the
reverse hereof) at the office or agency maintained by the Company for that
purpose in the Borough of Manhattan, The City of New York, currently the
corporate trust office of the Trustee located at 40 Broad Street, 5th Floor, New
York, New York 10004, or at such other paying agency in the Borough of
Manhattan, The City of New York, as the Company may determine; provided,
however, that if the Specified Currency (as defined

                                        2


below) is other than United States dollars and such payment is to be made in the
Specified Currency in accordance with the provisions set forth below, such
payment will be made by wire transfer of immediately available funds to an
account with a bank designated by the Holder hereof at least 15 calendar days
prior to the Maturity Date, provided that such bank has appropriate facilities
therefor and that this Note is presented and surrendered and, if applicable,
instructions are delivered at the aforementioned office or agency maintained by
the Company in time for the Trustee to make such payment in such funds in
accordance with its normal procedures. Payment of interest due on any Interest
Payment Date other than the Maturity Date will be made at the aforementioned
office or agency maintained by the Company or, at the option of the Company, by
check mailed to the address of the person entitled thereto as such address shall
appear in the Security Register maintained by the Trustee; provided, however,
that a Holder of U.S.$10,000,000 (or, if the Specified Currency is other than
United States dollars, the equivalent thereof in the Specified Currency) or more
in aggregate principal amount of Notes (whether having identical or different
terms and provisions) will be entitled to receive interest payments on such
Interest Payment Date by wire transfer of immediately available funds if such
Holder has delivered appropriate wire transfer instructions in writing to the
Trustee not less than 15 calendar days prior to such Interest Payment Date. Any
such wire transfer instructions received by the Trustee shall remain in effect
until revoked by such Holder.

      If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day, the required payment of principal, premium, if any, and/or
interest shall be made on the next succeeding Business Day with the same force
and effect as if made on the date such payment was due, and no interest shall
accrue with respect to such payment for the period from and after such Interest
Payment Date or the Maturity Date, as the case may be, to the date of such
payment on the next succeeding Business Day.

      As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that if the Specified Currency is other
than United States dollars, such day must also not be a day on which commercial
banks are authorized or required by law, regulation or executive order to close
in the Principal Financial Center (as defined below) of the country issuing the
Specified Currency (or, if the Specified Currency is Euro, such day must also be
a day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open). "Principal Financial Center" means the
capital city of the country issuing the Specified Currency, except that with
respect to United States dollars, Australian dollars, Canadian dollars, Euros,
South African rands and Swiss francs, the "Principal Financial Center" shall be
The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively.

      The Company is obligated to make payment of principal, premium, if any,
and interest in respect of this Note in the currency in which this Note is
denominated above (or, if such currency is not at the time of such payment legal
tender for the payment of public and private debts in the country issuing such
currency or, if such currency is Euro, in the member states of the European
Union that have adopted the single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European Union,
then the currency which is at the time of such payment legal tender in the
related country or in the adopting member states of the European Union, as the
case may be) (the "Specified Currency"). If the Specified

                                        3


Currency is other than United States dollars, except as otherwise provided
below, any such amounts so payable by the Company will be converted by the
Exchange Rate Agent specified above into United States dollars for payment to
the Holder of this Note.

      Any United States dollar amount to be received by the Holder of this Note
will be based on the highest bid quotation in The City of New York received by
the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected
by the Exchange Rate Agent and approved by the Company for the purchase by the
quoting dealer of the Specified Currency for United States dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Notes scheduled to receive United States
dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of this Note
by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.

      If the Specified Currency is other than United States dollars, the Holder
of this Note may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest, if any, in respect of this Note in
the Specified Currency by submitting a written request for such payment to the
Trustee at its corporate trust office in The City of New York on or prior to the
applicable Record Date or at least 15 calendar days prior to the Maturity Date,
as the case may be. Such written request may be mailed or hand delivered or sent
by cable, telex or other form of facsimile transmission. The Holder of this Note
may elect to receive all or a specified portion of all future payments in the
Specified Currency in respect of such principal, premium, if any, and/or
interest, if any, and need not file a separate election for each payment. Such
election will remain in effect until revoked by written notice delivered to the
Trustee, but written notice of any such revocation must be received by the
Trustee on or prior to the applicable Record Date or at least 15 calendar days
prior to the Maturity Date, as the case may be.

      If the Specified Currency is other than United States dollars and the
Holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest,
if any, in respect of this Note in the Specified Currency, but the Specified
Currency is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to the Holder of this Note by making such payment in
United States dollars on the basis of the Market Exchange Rate (as defined
below) determined by the Exchange Rate Agent on the second Business Day prior to
such payment date or, if such Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate. The "Market Exchange
Rate" for the Specified Currency other than United States dollars means the noon
dollar buying rate in The City of New York for cable transfers for the Specified
Currency as certified for customs purposes (or, if not so certified, as
otherwise determined) by the Federal Reserve Bank of New York. Any payment made
in United States dollars under such circumstances shall not constitute an Event
of Default (as defined in the Indenture).

      All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.

                                        4


      The Company agrees to indemnify the Holder of any Note against any loss
incurred by such Holder as a result of any judgment or order being given or made
against the Company for any amount due hereunder and such judgment or order
requiring payment in a currency (the "Judgment Currency") other than the
Specified Currency, and as a result of any variation between (i) the rate of
exchange at which the Specified Currency amount is converted into the Judgment
Currency for the purpose of such judgment or order, and (ii) the rate of
exchange at which such Holder, on the date of payment of such judgment or order,
is able to purchase the Specified Currency with the amount of the Judgment
Currency actually received by such Holder, as the case may be. The foregoing
indemnity constitutes a separate and independent obligation of the Company and
continues in full force and effect notwithstanding any such judgment or order as
aforesaid. The term "rate of exchange" includes any premiums and costs of
exchange payable in connection with the purchase of, or conversion into, the
relevant currency.

      Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall have the same force and effect as if set
forth on the face hereof.

      Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".

      Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

                                       5


      IN WITNESS WHEREOF, United Dominion Realty Trust, Inc. has caused this
Note to be duly executed by one of its duly authorized officers.

                              UNITED DOMINION REALTY TRUST, INC.

                              By /s/ Scott A. Shanaberger
                                 -----------------------------------------------
                                 Name: Scott A. Shanaberger
                                 Title: Senior Vice President, Chief Accounting
                                             Officer and Assistant Secretary

ATTEST:

By  /s/ Mary Ellen Norwood
    -----------------------
    Name: Mary Ellen Norwood
    Title: Vice President and Secretary

Dated:  March 8, 2005

TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Debt Securities of
the series designated therein referred to
in the within-mentioned Indenture.

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee

By  /s/ Sarah A. McMahon                 Authentication Date: March 8, 2005
    ------------------------
    Authorized Signatory

                                       6


                                [REVERSE OF NOTE]

                       UNITED DOMINION REALTY TRUST, INC.

                                MEDIUM-TERM NOTE
                                  (FIXED RATE)

      This Note is one of a duly authorized series of Debt Securities (the "Debt
Securities") of the Company issued and to be issued under an Indenture, dated as
of November 1, 1995, as amended, modified or supplemented from time to time (the
"Indenture"), between the Company (successor by merger to United Dominion Realty
Trust, Inc., a Virginia corporation) and Wachovia Bank, National Association,
(formerly known as First Union National Bank of Virginia) as trustee (the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Debt
Securities, and of the terms upon which the Debt Securities are, and are to be,
authenticated and delivered. This Note is one of the series of Debt Securities
designated as "Medium-Term Notes Due Nine Months or More From Date of Issue"
(the "Notes"). All terms used but not defined in this Note or in an Addendum
hereto shall have the meanings assigned to such terms in the Indenture or on the
face hereof, as the case may be.

      This Note is issuable only in registered form without coupons in minimum
denominations of U.S. $1,000 and integral multiples thereof or other Authorized
Denomination specified on the face hereof.

      This Note will not be subject to any sinking fund and, unless otherwise
specified on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.

      This Note will be subject to redemption at the option of the Company on
any date on or after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S. $1,000 or
other integral multiple of an Authorized Denomination (provided that any
remaining principal amount hereof shall be at least U.S. $1,000 or such other
minimum Authorized Denomination), at the Redemption Price (as defined below),
together with unpaid interest accrued thereon to the date fixed for redemption
(the "Redemption Date"), on written notice given to the Holder hereof (in
accordance with the provisions of the Indenture) not more than 60 nor less than
30 calendar days prior to the Redemption Date. The "Redemption Price" shall be
an amount equal to the Initial Redemption Percentage specified on the face
hereof (as adjusted by the Annual Redemption Percentage Reduction, if any,
specified on the face hereof) multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage, if any, shall decline at
each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, until the Redemption Price is 100% of unpaid
principal amount to be redeemed. In the event of redemption of this Note in part
only, a new Note of like tenor for the unredeemed portion hereof and otherwise
having the same

                                        7


terms and provisions as this Note shall be issued by the Company in the name of
the Holder hereof upon the presentation and surrender hereof.

      This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or in part in increments of U.S. $1,000 or other integral
multiple of an Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S. $1,000 or such other minimum Authorized
Denomination), at a repayment price equal to 100% of the unpaid principal amount
to be repaid, together with unpaid interest accrued thereon to the date fixed
for repayment (the "Repayment Date"). For this Note to be repaid, the Trustee
must receive at its corporate trust office in the Borough of Manhattan, The City
of New York, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, such Note and instructions to such effect forwarded by the
Holder hereof. Exercise of such repayment option by the Holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note of
like tenor for the unrepaid portion hereof and otherwise having the same terms
and provisions as this Note shall be issued by the Company in the name of the
Holder hereof upon the presentation and surrender hereof.

      If this Note is specified on the face hereof to be a Discount Note, the
amount payable to the Holder of this Note in the event of redemption, repayment
or acceleration of maturity will be equal to the sum of (1) the Issue Price
specified on the face hereof (increased by any accruals of the Discount, as
defined below) and, in the event of any redemption of this Note (if applicable),
multiplied by the Initial Redemption Percentage (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) and (2) any unpaid interest
accrued thereon to the Redemption Date, Repayment Date or date of acceleration
of maturity, as the case may be. The difference between the Issue Price and 100%
of the principal amount of this Note is referred to herein as the "Discount".

      For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause the yield on the Note to be
constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.

      In addition to the covenants set forth in the Indenture, the Company is
required to maintain Total Unencumbered Assets (as defined below) of not less
than 150% of the aggregate outstanding principal amount of the Company's
Unsecured Debt (as defined below). For purposes of this requirement, the
following capitalized terms shall be defined as follows:

                                        8


      "Total Unencumbered Assets" means the sum of (i) those Undepreciated Real
Estate Assets (as defined below) not subject to an encumbrance and (ii) all
other assets of the Company and its Subsidiaries (as defined below) not subject
to encumbrance determined in accordance with generally accepted accounting
principles (but excluding accounts receivable and intangibles).

      "Subsidiaries" means a corporation, a limited liability company or a
partnership a majority of the outstanding voting stock, limited liability
company or partnership interests, as the case may be, of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries of
the Company. For purposes of this definition, "voting stock" means stock having
voting power for the election of directors, managing members or trustees,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

      "Undepreciated Real Estate Assets" as of any date means the original cost
plus capital improvements of real estate assets of the Company and its
Subsidiaries determined in accordance with generally accepted accounting
principles.

      "Unsecured Debt" means debt of the Company or any Subsidiary which is not
secured by any mortgage, lien, charge, pledge or security interest of any kind
upon any of their properties.

      If an Event of Default shall occur and be continuing, the principal of the
Notes may, and in certain cases shall, be accelerated in the manner and with the
effect provided in the Indenture.

      The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities at any time by the
Company and the Trustee with the consent of the Holders of a majority of the
aggregate principal amount of all Debt Securities at the time outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of a majority of the aggregate principal amount of the outstanding Debt
Securities of any series, on behalf of the Holders of all such Debt Securities,
to waive compliance by the Company with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the Holders of a majority of the
aggregate principal amount of the outstanding Debt Securities of any series, in
certain instances, to waive, on behalf of all of the Holders of Debt Securities
of such series, certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and other Notes issued upon the registration of transfer hereof or in exchange
heretofore or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.

                                        9


      As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Notes having the same terms
and provisions, of Authorized Denominations and for the same aggregate principal
amount, will be issued by the Company to the designated transferee or
transferees.

      As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different Authorized Denominations but otherwise having the
same terms and provisions, as requested by the Holder hereof surrendering the
same.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary, except as required by law.

      THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA.

                                       10


                                  ABBREVIATIONS

      The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN     - as tenants in common            UNIF GIFT MIN - ________ Custodian
COM                                       ACT             ______
TEN ENT - as tenants by the entireties                    (Cust)  (Minor)
                                                          under Uniform Gifts to
JT TEN  - as joint tenants with right of                  Minors Act
          survivorship and not as tenants                 ___________________
          in common                                                  (State)


           Additional abbreviations may also be used though not in the
above list.

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
            OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________

________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
________________________________________________________________________________
this Note and all rights thereunder hereby irrevocably constituting and
appointing

________________________________________________________________________________
Attorney to transfer this Note on the books of the Company, with full power of
substitution in the premises.

Dated: _______________                   _____________________________________

       _______________                   _____________________________________
                                              Notice: The signature(s) on this
                                              Assignment must correspond with
                                              the name(s) as written upon the
                                              face of this Note in every
                                              particular, without lteration or
                                              enlargement or any change
                                              whatsoever.

                                       11


                       UNITED DOMINION REALTY TRUST, INC.

                          ADDENDUM TO MEDIUM-TERM NOTE
                                  (Fixed Rate)

      The Company may redeem all or part of this Note at any time at its option
at a redemption price equal to the greater of (1) the principal amount of this
Note being redeemed plus accrued and unpaid interest to the redemption date or
(2) the Make-Whole Amount for the principal amount of this Note being redeemed.

      "Make-Whole Amount" means, as determined by the Quotation Agent, the sum
of the present values of the principal amount of this Note to be redeemed,
together with the scheduled payments of interest (exclusive of interest to the
redemption date) from the redemption date to the maturity date of this Note
being redeemed, in each case discounted to the redemption date on a semi-annual
basis, assuming a 360-day year consisting of twelve 30-day months, at the
Adjusted Treasury Rate, plus accrued and unpaid interest on the principal amount
of this Note being redeemed to the redemption date.

      "Adjusted Treasury Rate" means, with respect to any redemption date, the
sum of (x) either (1) the yield for the maturity corresponding to the Comparable
Treasury Issue, under the heading that represents the average for the
immediately preceding week, appearing in the most recent published statistical
release designated "H.15 (519)" or any successor publication that is published
weekly by the Board of Governors of the Federal Reserve System and that
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities" (provided,
if no maturity is within three months before or after the remaining term of this
Note, yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate
shall be interpolated or extrapolated from such yields on a straight line basis,
rounded to the nearest month) or (2) if such release (or any successor release)
is not published during the week preceding the calculation date or does not
contain such yields, the rate per year equal to the semi-annual equivalent yield
to maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date, in each case
calculated on the third business day preceding the redemption date, and (y)
..20%.

      "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term from the redemption date to the maturity date of this Note that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of this Note.

      "Comparable Treasury Price" means, with respect to any redemption date,
(x) the average of three Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest Reference Treasury
Dealer Quotations so obtained or (y) if fewer than five Reference Treasury
Dealer Quotations are so obtained, the average of all such Reference Treasury
Dealer Quotations so obtained.



      "Quotation Agent" means the Reference Treasury Dealer selected by the
indenture trustee after consultation with the Company.

      "Reference Treasury Dealer" means any of J.P. Morgan Securities Inc.,
Goldman, Sachs & Co., their respective successors and assigns and three other
nationally recognized investment banking firm selected by the Company that is a
primary U.S. Government securities dealer.

      "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the indenture trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the indenture trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date.

                                       2

EX-10.24

                                                                   EXHIBIT 10.24


                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT ("Agreement"), entered into this 8th day of
December, 1998, between UNITED DOMINION REALTY TRUST, INC., a Virginia
corporation (the "Company") and RICHARD A. GIANNOTTI (the "Executive"), recites
and provides as follows:

                                    RECITALS:

      On September 24, 1997, the Company and the Executive entered into an
employment agreement (the "Employment Agreement"). The Company and the Executive
now wish to terminate the Employment Agreement and replace it with this
Agreement.

                                   AGREEMENT:

      NOW, THEREFORE, in consideration of the foregoing, and the mutual promises
and undertakings hereinafter set forth, and the payments to be made to the
Executive hereunder, the parties hereto agree as follows:

1.    Position and Duties.

      a. The Company hereby agrees to and hereby does continue to employ the
Executive as an executive officer of the Company, subject to the supervision of
the Chief Executive Officer of the Company, or such other senior officer of the
Company as may be prescribed by the Chief Executive Officer or the Board of
Directors of the Company (the "Board"). Currently, the Executive reports to the
Chief Executive Officer and is responsible for Development for the Northern and
Southern Regions of the Company. The parties agree that the Employment Agreement
is hereby terminated and this Agreement is replaced in its stead.

      The Executive agrees that the description of the executive position above
shall not limit the Company from assigning to the Executive such other duties
and functions in addition to or in substitution of those described above.

      b. The Executive agrees to serve the Company as a full time executive
officer with duties and authority as set forth in the Company's by-laws or as
otherwise prescribed by the Board, the Chief Executive Officer, or such other
senior officer prescribed by the Chief Executive Officer or the Board. The
Executive shall devote such time, attention, skill, and efforts to the
performance of his duties as a Company executive as shall be required therefore,
all under the supervision and direction of the Board, the Chief Executive
Officer, or such other senior officer prescribed by the Board. The Executive
agrees that during the period of his employment he will not, without the
approval of a majority of the independent directors of the Board, have any other
(i) real estate investment trust or business affiliations, or (ii) corporate
affiliations that conflict with the business of the Company or interfere with
the ability of the Executive to perform his duties for the Company or comply
with the covenants under this Agreement.

                                      -1-


2.    Term of Agreement.

      This Agreement will take effect as of the date of this Agreement and will
end on December 31, 1998. After December 31, 1998, this Agreement will
automatically renew for successive one (1) year periods, ending as of December
31 of each year, unless sooner terminated in accordance with Section 4.

3.    Compensation and Benefits.

      a. Base Salary. The Executive's pay will not be less than $175,000 per
year, payable in accordance with the Company's regular payroll practices, unless
the Executive consents to a lesser base salary in writing.

      b. Annual Incentive Compensation. The Executive's annual compensation
shall also include an annual incentive where the Executive has an opportunity to
earn a bonus of at least forty five percent (45%) of base salary based upon the
Executive and the Company meeting certain performance goals and objectives as
determined by the Compensation Committee of the Board (the "Compensation
Committee"). The Executive acknowledges that the Board or the Compensation
Committee, as appropriate, may elect to modify or terminate annual incentive
compensation for all executives at any time.

      c. Long Term Incentive Compensation. The Executive's compensation shall
also include participation (i) in the Company's 1982 Stock Option Plan; (ii) in
the Company's 1991 Officers Stock Purchase and Loan Plan; and (iii) any
"shareholder value plan" or other long-term compensation plan for senior
officers of the Company adopted by the Compensation Committee or the Board, on
the same basis as similarly situated executive officers of the Company. The
Executive acknowledges that the Board, or the Compensation Committee, as
appropriate, may elect to terminate or modify any or all long-term incentive
compensation at any time.

      d. Associate Benefit Plans. The Executive will be eligible to participate
in any and all employee benefit plans, medical insurance plans, retirement
plans, and other benefit plans in effect for employees in similar positions at
the Company (the "Company Plans") or any other plans applicable for other
officers or executive officers of the Company. Such participation shall be
subject to the terms of the applicable plan documents and the Company's
generally applied policies. In addition, the Executive acknowledges that the
Company may elect to terminate or modify any or all Company Plans at any time.

      e. Travel. It is contemplated that the Executive will be required to incur
travel and entertainment expense in the interests and on behalf of the Company
and in furtherance of its business. The Executive agrees to comply with the
travel and entertainment guidelines of the Company, which may be modified from
time to time (the "T&E Guidelines"). The Company at the end of each month during
the period of this Agreement will, upon submission of appropriate bills or
vouchers, reimburse expenses incurred by the Executive during such month in
compliance with

                                      -2-


the T&E Guidelines. The Executive agrees to maintain adequate records, in such
detail as the Company may reasonably request, of all expenses to be reimbursed
by the Company hereunder and to make such records available for inspection as
and when reasonably requested by the Company.

4.    Employment Termination Outside of Change of Control.

      a. Incapacity; Death. This Agreement may be terminated by the Company, by
delivery of a "Notice of Termination" (defined in Section 8) to the Executive or
his personal representative given at least thirty (30) days prior to the
effective date specified therein, in the event that the Executive shall be
unable to perform his duties hereunder for a period of more than three
consecutive months as a result of illness or incapacity. This Agreement shall
terminate on the death of the Executive.

      b. Without Cause. This Agreement may be terminated by the Company, without
cause, by delivery of a "Notice of Termination" (defined in Section 8) given to
the Executive ten (10) days prior to the effective date of such termination.

      c. Severance Compensation. Upon termination of this Agreement pursuant to
Section 4 (a) or 4 (b), the Company shall pay to the Executive or his legal
representative certain compensation (the "Severance Compensation") as follows:

         (i)   Base Salary. The Executive shall be paid fifty-two (52) weeks
               of base salary, and the Company shall continue in effect for a
               period of fifty-two (52) weeks after the effective date of the
               Executive's termination, all health/life/disability insurance
               coverage provided to the Executive and his immediate family on
               the day immediately prior to the date of notice of termination
               or, if the Executive shall so elect, the Company shall pay to the
               Executive an amount equal to the portion of the premium allocable
               to the Executive for providing such coverage, provided, however,
               if such coverage cannot be continued by the Company, the Company
               shall pay to the Executive an amount sufficient for the Executive
               to obtain substantially similar coverage for a period of
               fifty-two (52) weeks after the effective date of termination.

         (ii)  Incentive Compensation. The Executive shall also be entitled
               to annual incentive compensation (i) actually earned by the
               Executive, if any, pursuant to Section 3(b) of this Agreement for
               the Company's current fiscal year prorated through the effective
               date of termination, which compensation shall be paid no later
               than forty-five (45) days after the end of the Company's fiscal
               year and (ii) an amount equal to the sum of the annual incentive
               compensation earned by the Executive over the two calendar years
               prior to the effective date of termination, divided by two
               ("Average Annual Incentive Compensation"). Compensation pursuant
               to paragraph 3(c) (long term incentive compensation) shall be
               governed by the terms of the subject plans.

                                      -3-


         (iii) Severance Compensation Reduction. In the event termination is
               pursuant to Section 4 (a) of this Agreement, the portion of
               Severance Compensation to be paid pursuant to Section 4(i) and
               (ii) shall be reduced by the amount of any life insurance
               proceeds paid by or through the Company or disability insurance
               payments for one (1) year, as appropriate, payable to the
               Executive or his personal representative or other beneficiary.

         (iv)  Timing. The Company, at its option, shall pay to the Executive
               or his legal representative the sums payable to such Executive or
               his legal representative on account of the portion of Severance
               Compensation consisting of (y) base salary either in a lump sum
               or in monthly increments payable on the first day of each month
               over the succeeding twelve (12) month period; and (z) the Average
               Annual Incentive Compensation within thirty (30) days after the
               effective date of termination.

         (v)   Life Insurance. The Executive shall also be entitled to direct
               the Company to change the beneficiary of any non-group life
               insurance policy to another person or group.

      d. By the Executive. This Agreement may be terminated by the Executive,
upon delivery of a "Notice of Termination" (defined in Section 8) given at least
ninety (90) days before the effective date of termination or for "Good Reason,"
which, for the purposes of this subsection, shall mean for the reasons set forth
in subsections 5(d)(i) to (vi). In such event, the Executive shall not be
entitled to any compensation under this Agreement for any period not worked
after the termination date, other than compensation to which the Executive is
entitled pursuant to Section 5.

      e. For Cause. The Company may terminate this Agreement for cause by
providing a "Notice of Termination" (defined in Section 8). In such event, the
Executive shall not be entitled to any compensation under this Agreement for the
period after the termination date, and any compensation paid to the Executive
shall be net of any sums owed by the Executive to the Company as a result of the
act for which the employment of the Executive was terminated. The circumstances
under which the Company will be deemed to have cause to terminate this Agreement
will be a breach of this Agreement or a serious offense inconsistent with his
duties as an Executive which shall include but not be limited to the following:

         (i)   The Executive is convicted of or pleads nolo contendere to any
               crime, other than a traffic offense or misdemeanor;

         (ii)  The Executive shall commit, with respect to the Company, an
               act of fraud or embezzlement or shall have been grossly negligent
               in the performance of his duties hereunder;

         (iii) The Executive engages in gross dereliction of duties, refusal
               to perform assigned duties consistent with his position, or
               repeated violation of the Company's policies after written
               warning; or,

                                      -4-


         (iv)  The Executive engages in drug abuse.

      f. Consulting Services. Upon termination of this Agreement, the Executive
shall, for a period of up to one year following the effective date of
termination, render such advisory or consulting services to the Company as it
may reasonably request, taking into account the Executive's health, business
commitments, geographical location and other relevant circumstances. The intent
of this paragraph is not to obligate the Executive to perform any day-to-day
duties for the Company following termination of his employment but only to
assist management in effecting a smooth transition of the functions or projects
for which the Executive was responsible while an employee of the Company. Should
the Executive fail to render such advisory or consulting services, after 30
days' prior written notice to the Executive and the Executive's failure to
commence the rendering of such service, the Company's sole remedy shall be to
terminate payment of any remaining severance compensation. If this Agreement is
terminated pursuant to Section 4(d)(except where the termination is for "Good
Reason") or 4(e) and no Severance Compensation is paid to the Executive, the
Executive shall be paid on an hourly basis to the extent requested by the
Company to perform advisory or consulting services, based upon his base salary
prior to termination for the actual time spent for advisory or consulting
services for the Company.

      g. Return of Company Property. The parties acknowledge and agree that
records, files, reports, manuals, handbooks, computer diskettes, computer
software, customer files and information, documents, equipment and the like,
relating to the Company's business or which are developed for or by the Company,
or which Executive shall develop, create, use, prepare or come into possession
of during his employment with the Company, shall remain the sole property of the
Company and Executive covenants to promptly deliver to the Company any and all
such property and any copies thereof no later than the termination of
Executive's employment with the Company.

      h. Covenants. The Executive shall not be entitled to any Severance
Compensation or benefits for any period he is in violation of the Covenants in
Section 6.

5.    Change of Control.

      a. Change of Control. For purposes of this Agreement, "Change of Control"
shall mean (i) the merger or consolidation of the Company with any other real
estate investment trust, corporation or other business entity, in which the
Company is not the survivor (without respect to the legal structure of the
transaction), (ii) the transfer or sale of all or substantially all of the
assets of the Company other than to an affiliate or subsidiary of the Company,
(iii) the liquidation of the Company, or (iv) the acquisition by any person or
by a group of persons acting in concert, of more than 50% of the outstanding
voting securities of the Company, which results in the resignation or addition
of fifty percent (50%) or more members of the Board or the resignation or
addition of fifty percent (50%) or more independent members of the Board.

                                      -5-


      b. Compensation Upon Termination. Following a Change in Control that
results in termination of the Executive's employment, the Executive shall be
entitled to the following benefits unless such termination is by the Executive
other than for "Good Reason" (as defined below):

         (i)      Compensation. The Company shall pay the Executive one
                  hundred four (104) weeks of base salary at the rate in effect
                  at the time Notice of Termination is given, and the equivalent
                  of two years of annual incentive compensation based upon the
                  average annual incentive compensation earned by the Executive
                  for the two calendar years prior to the effective date of
                  termination, plus all other amounts to which the Executive is
                  entitled under any compensation plan of the Company.

         (ii)     Benefits. The Company shall provide the Executive with life,
                  disability, accident and health insurance coverage (including
                  any dependent coverage) substantially similar to the coverage
                  the Executive is receiving immediately prior to the Notice of
                  Termination, for a twenty four (24) month period after the
                  Executive's termination. Benefits otherwise receivable by the
                  Executive pursuant to this subsection (ii) shall be reduced to
                  the extent comparable benefits are actually received by the
                  Executive during the twenty-four (24) month period following
                  termination, and any such benefits actually received by the
                  Executive shall be reported to the Company.

         (iii)    Long-Term Incentive Compensation. All of the Executive's
                  outstanding options, stock appreciation rights and any other
                  awards in the nature of rights that may be exercised shall
                  become fully vested and immediately exercisable; all
                  restrictions on any outstanding other awards held by the
                  Executive (such as awards of restricted stock) shall lapse;
                  and the Executive's balance in any deferred compensation plan
                  or shareholder value plan shall become fully vested and
                  immediately payable; provided, however, that such acceleration
                  will not occur if, in the opinion of the Company's
                  accountants, such acceleration would preclude the use of
                  "pooling of interest" accounting treatment for a Change of
                  Control transaction that (a) would otherwise qualify for such
                  accounting treatment, and (b) is contingent upon qualifying
                  for such accounting treatment.

         (iv)     Timing. The Severance Payments shall be made no later
                  than the thirtieth (30th) business day following the effective
                  date of termination. However, if the amounts of the Severance
                  Payments cannot be finally determined on or before such day,
                  the Company shall pay to the Executive on such day an estimate
                  of the minimum amount of such payments and shall pay the
                  remainder of such payments as soon as the amount thereof can
                  be determined but in no event later than the ninetieth (90th)
                  day after the effective date of termination.

                                      -6-


      c. Limitation of Benefits.

         (i)   Notwithstanding anything in this Agreement to the contrary, in
               the event it shall be determined that any benefit, payment or
               distribution by the Company to or for the benefit of Executive
               (whether payable or distributable pursuant to the terms of this
               Agreement or otherwise)(such benefits, payments or distributions
               are hereinafter referred to as "Payments") would, if paid, be
               subject to the excise tax (the "Excise Tax") imposed by Section
               4999 of the Code, then the aggregate present value of the
               Payments shall be reduced (but not below zero) to an amount
               expressed in present value that maximizes the aggregate present
               value of the Payments without causing the Payments or any part
               thereof to be subject to the Excise Tax and therefore
               nondeductible by the Company because of Section 280G of the Code
               (the "Reduced Amount"). For purposes of this Section, present
               value shall be determined in accordance with Section 280G(d)(4)
               of the Code.

         (ii)  All determinations required to be made under this Section,
               including whether an Excise Tax would otherwise be imposed,
               whether the Payments shall be reduced, the amount of the Reduced
               Amount, and the assumptions to be utilized in arriving at such
               determinations, shall be made by Ernst & Young, LLP or such other
               certified public accounting firm acceptable to the Company, in
               its sole discretion (the "Accounting Firm") which shall provide
               detailed supporting calculations both to the Company and
               Executive within fifteen (15) business days of the receipt of
               notice from Executive that a Payment is due to be made, or such
               earlier time as is requested by the Company. All fees and
               expenses of the Accounting Firm shall be borne solely by the
               Company. Any determination by the Accounting Firm shall be
               binding upon the Company and Executive. As a result of the
               uncertainty in the application of Section 4999 of the Code at the
               time of the initial determination by the Accounting Firm
               hereunder, it is possible that Payments hereunder will have been
               unnecessarily limited by this Section ("Underpayment"),
               consistent with the calculations required to be made hereunder.
               The Accounting Firm shall determine the amount of the
               Underpayment that has occurred and any such Underpayment shall be
               promptly paid by the Company to or for the benefit of Executive.

      d. Good Reason. The Executive shall be entitled to terminate this
Agreement for Good Reason. For purposes of this Section 5, "Good Reason" shall
mean the occurrence, within two (2) years after a Change in Control, of any of
the following circumstances:

         (i)   the assignment to the Executive of any duties inconsistent with
               the Executive's position and status as Director of Development
               for the Northern and Southern Regions or a substantial adverse
               alteration in the nature or

                                      -7-

               status of the Executive's responsibilities from those in effect
               immediately prior to the Change in Control;

         (ii)  a ten percent (10%) or greater reduction by the Company in the
               Executive's annual base salary as in effect on the date hereof or
               as the same may be increased from time to time except for
               across-the-board salary reductions affecting senior executives of
               the Company and senior executives of any person directly or
               indirectly in control of the Company;

         (iii) the Executive's relocation by the Company to a location not
               within fifty miles of the Executive's present office or job
               location;

         (iv)  the failure by the Company to pay to the Executive any portion of
               the Executive's current compensation, or to pay to the Executive
               any portion of an installment of deferred compensation under any
               deferred compensation program of the Company, within thirty (30)
               days of the date such compensation is due;

         (v)   the failure by the Company to continue in effect any annual or
               long-term monetary incentive opportunity to which the Executive
               was entitled, or any compensation plan in which the Executive
               participates immediately prior to the Change in Control which
               constitutes more than ten percent (10%) of the Executive's total
               compensation; provided, however, that the Company may modify the
               monetary incentive opportunities so as to provide the Executive
               with the same or similar monetary incentive opportunities;

         (vi)  the failure of the Company to obtain a satisfactory agreement
               from any successor to assume and agree to perform this Agreement
               or a similar agreement satisfactory to the Executive;

         (vii) in the event the Executive terminates this Agreement for Good
               Reason following a Change in Control as provided by this Section
               5, the Executive shall be entitled to the compensation provided
               by Section 5(b), reduced by the amount of compensation received
               by the Executive following the Change in Control through the
               effective date of termination.

      e. Potential Change of Control. For purposes of this Agreement, a
"Potential Change in Control" shall be deemed to have occurred if (i) the
Company enters into an agreement, the consummation of which would result in the
occurrence of a Change in Control; (ii) any person (including the Company)
publicly announces an intention to take or to consider taking actions which if
consummated would constitute a Change in Control; (iii) any person, who is or
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 9.5% or more of the combined voting power of the Company's
then outstanding securities increases his beneficial ownership of such
securities by 5% or more over the percentage so owned by such person on the date

                                      -8-


hereof; or (iv) the Board adopts a resolution to the effect that, for the
purposes of this Agreement, a Potential Change in Control has occurred. In the
event of a Potential Change in Control the Executive will remain in the employ
of the Company until the earliest of (x) a date which is six (6) months from the
occurrence of such Potential Change in Control, or (y) the occurrence of a
Change in Control.

6.    Confidentiality; Non-Competition and Non-Solicitation Covenants.

      a. Basis for Covenants. The Executive acknowledges that i) he will be
employed as an executive officer in a managerial capacity; ii) his employment
with the Company gives him access to confidential and proprietary information
concerning the Company; iii) the agreements and covenants contained in this
Section 6 (the "Covenants") are essential to protect the business of the
Company; and iv) the Executive is to receive consideration pursuant to this
Agreement. Executive recognizes and acknowledges that the confidential
information described in Section 6(b) (the "Confidential Information") which he
will acquire in the course of his employment is utilized by the Company in all
geographic areas in which the Company does business. Further, the Confidential
Information will also be utilized in all geographic areas into which the Company
expands its business. Thus, Executive acknowledges that he will be a formidable
competitor in all areas where the Company conducts business. Executive also
acknowledges that the Covenants serve to protect the Company's investment in the
Confidential Information.

      b. Confidentiality.

         (i)   The Executive acknowledges that he will be exposed to and learn
               a substantial amount of information which is proprietary and
               confidential to the Company, whether or not he develops or
               creates such information. The Executive acknowledges that such
               proprietary and confidential information may include, but is not
               limited to, trade secrets; acquisition or merger information;
               advertising and promotional programs; resource or developmental
               projects; plans or strategies for future business development;
               financial or statistical data; customer information, including,
               but not limited to, customer lists, sales records, account
               records, sales and marketing programs, pricing matters, and
               strategies and reports; and any Company manuals, forms,
               techniques, and other business procedures or methods, devices,
               computer software or matters of any kind relating to or with
               respect to any confidential program or projects of the Company,
               or any other information of a similar nature made available to
               the Executive and not known in the trade in which the Company is
               engaged, which, if misused or disclosed, could adversely affect
               the business or standing of the Company. Confidential Information
               shall not include information that is generally known or
               generally available to the public through no fault of the
               Executive.

         (ii)  The Executive agrees that except as required by law, he will
               not at any time divulge to any person, agency, institution,
               company or other entity any

                                      -9-

               information which he knows or has reason to believe is
               proprietary or confidential to the Company, including but not
               limited to the types of information described in Section 6(b)(i),
               or use such information to the competitive disadvantage of the
               Company. The Executive agrees that his duties and obligations
               under this Section 6 will continue for 12 months from the
               termination of his employment or as long as the Confidential
               Information remains proprietary or confidential to the Company.

      c. Non-Competition. During the period of the Executive's employment, the
Executive agrees that he will not, on behalf of anyone other than the Company,
engage in any managerial, executive, sales, or marketing activities related to
any business in which the Company is or becomes engaged during the Executive's
employment without the consent of the Board.

      d. Non-Solicitation. The Executive agrees that for a twelve (12) month
period following the termination of his employment with the Company for any
reason (including the Executive's resignation), the Executive shall not,
directly or indirectly, hire or solicit any employee of the Company employed at
the time of his termination, or encourage any such employee to leave such
employment.

      e. Scope of Covenants.

         (i)   Executive acknowledges that the Company intends to extend
               business operations throughout the United States of America.
               Therefore, for a period of twelve (12) months after termination
               of Executive's employment for any reason (including Executive's
               resignation), Executive agrees that he shall not directly or
               indirectly carry on or participate in the ownership or management
               of apartment communities of the same class and quality of the
               communities owned by the Company that directly competes with the
               Company anywhere within the United States of America.

         (ii)  Independent of the preceding provision, Executive agrees that
               he shall not, for a period of twelve (12) months after
               termination of Executive's employment, directly or indirectly
               carry on or participate in the ownership or management of
               apartment communities of the same class and quality of the
               apartment communities owned by the Company that directly competes
               with the Company within any county or city in which the Company
               conducts business.

         (iii) These covenants shall not apply in the event the Executive is
               terminated (i) by the Company without cause or as a result of a
               Change of Control, or (ii) by the Executive (y) for Good Reason,
               which, for the purposes of this subsection, shall mean any of the
               reasons set forth in subsections 5(d)(i) to (iv), or (z) for a
               period of one (1) year following any change in the officer to
               whom the Executive directly reports.

                                      -10-


      f.    Reasonableness of Covenants. The Executive agrees that the Covenants
            are necessary for the reasonable and proper protection of the
            Company and that the Covenants are reasonable in respect of subject
            matter, length of time, and geographic scope. The Executive further
            acknowledges that the Covenants will not unreasonably restrict him
            from earning a livelihood following the termination of his
            employment with the Company.

      g.    Governing Law; Public Policy.

            (i)   The parties agree that it is not their intention to violate
                  any public policy or statutory or common law. The parties
                  intend that the provisions of this Agreement be enforced to
                  the fullest extent permissible under the laws and public
                  policies applied in each jurisdiction in which enforcement is
                  sought. If any provision of this Agreement is found by a court
                  to be unenforceable, the parties authorize the court to amend
                  or modify the provision to make it enforceable in the most
                  restrictive fashion permitted by law.

            (ii)  The Executive and the Company are sophisticated parties and
                  fully understand (i) the ramifications of the non-competition,
                  non-solicitation and confidentiality restrictions of this
                  Agreement and (ii) that the laws of each state with respect to
                  the enforceability of such provisions vary. The parties are
                  specifically selecting the internal laws of the Commonwealth
                  of Virginia to govern this Agreement in order that it be
                  enforceable against all of them.

      h. Outside Business. The Company acknowledges that the Executive's family
is engaged in seniors housing and land banking (the 'Family Business') and that
the Executive is engaged in the Family Business. Sections 6(c) and 6(e) shall
not apply to the Executive's participation in the Family Business. The Company
also acknowledges that the Executive is involved in the "land bank" business
described in the attached memo dated January 8, 1999, (the "Land Bank
Business"). In the event the Company elects to participate in the Land Bank
Business or similar business in the future, Executives participation in the Land
Bank Business shall not be a violation of the covenants in Section 6(c) or 6(e).

      i. Separate Agreement Upon Termination. The provisions of this Section 6
so far as they relate to the period after the end of the term of this Agreement
shall continue to have effect and shall operate as a separate agreement between
the Company and the Executive.

7.    Successors and Assigns.

      a. The Executive acknowledges and agrees that this Agreement is a contract
for his personal services, he is not entitled to assign, subcontract, or
transfer any of the obligations imposed or benefits provided under this
Agreement.

                                      -11-


      b. This Agreement shall be binding on and will inure to the benefit of any
successors or assigns of the Company.

8.    Definitions. The following terms shall have the following meanings:

      a. A "Notice of Termination" shall mean a written notice which shall
indicate the specific termination provision in this Agreement relied upon and,
if appropriate, shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provisions so indicated.

      b. "Code" shall mean the Internal Revenue Code of 1986, as amended.

9.    Miscellaneous.

      a. Integration. This Agreement contains the complete agreement between the
Executive and the Company with respect to its subject matter. This Agreement
supersedes all previous and contemporaneous agreements, negotiations,
commitments, writings, and undertakings.

      b. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Virginia, regardless of choice
of law rules. Any dispute arising between the parties related to or involving
this Agreement will be litigated in a court having jurisdiction in the
Commonwealth of Virginia.

      c. Modifications. This Agreement may be modified or waived only by a
writing signed by both parties.

      d. Waivers. Any waiver of a breach of this Agreement will not constitute a
waiver of any future breach, whether of a similar or dissimilar nature.

      e. Severability. The covenants in the various provisions of Section 6 are
separate and independent contractual provisions. The invalidity or
unenforceability of any particular restrictive covenant or any other provision
of this Agreement shall not affect the other provisions hereof, and this
Agreement shall be construed in all respects as if such invalid or unenforceable
provision were omitted.

                                      -12-


WE AGREE TO THIS:

UNITED DOMINION REALTY TRUST, INC.,
a Virginia corporation

By: /s/ John P. McCann
    ------------------------------

Its: Chairman

EXECUTIVE

/s/ Richard A. Giannotti
- ----------------------------------
RICHARD A. GIANNOTTI

                                      -13-

EX-10.25

                                                                   EXHIBIT 10.25


                              COMPENSATION SUMMARY


EXECUTIVE COMPENSATION

         BASE SALARY. The following table sets forth the annual base salary
levels of the Company's Named Executive Officers (which officers were determined
by reference to the Company's proxy statement for the Annual Meeting of
Stockholders to be held on May 3, 2005) for 2005 and 2004:



               NAME AND PRINCIPAL POSITION                       YEAR      BASE SALARY
- -----------------------------------------------------------      ----      -----------
                                                                     
Thomas W. Toomey                                                 2005        $450,000
  Chief Executive Officer and President                          2004        $400,270

W. Mark Wallis                                                   2005        $260,000
  Senior Executive Vice President                                2004        $251,300

Christopher D. Genry                                             2005        $260,000
  Executive Vice President and Chief Financial Officer           2004        $245,000

Martha R. Carlin                                                 2005        $220,000
  Senior Vice President, Director of Property Operations         2004        $211,300

Richard A. Giannotti                                             2005        $200,000
  Executive Vice President--Asset Quality                        2004        $190,000



         ANNUAL INCENTIVE COMPENSATION. Annual incentive compensation (bonuses)
is tied to our performance and the degree to which our executives' individual
objectives are achieved. Annual incentive compensation is designed to bring our
executives' total compensation to approximately equal to industry averages when
performance objectives are met and to the upper percentile when performance is
superior. The primary corporate objectives considered in determining annual
incentive compensation for our executive officers are: (1) growth in funds from
operations per share, or FFO, (2) our total return to common stockholders, (3)
our balance sheet strength and flexibility, (4) growth of dividend, and (5) key
company objectives. The following table sets forth information regarding annual
incentive compensation for our Named Executive Officers for 2004 and 2003:








          NAME                              YEAR                    BONUS
- ---------------------------                 ----                -------------
                                                          
Thomas W. Toomey                            2004                $1,250,000(1)
                                            2003                $ 950,000 (2)

W. Mark Wallis                              2004                $ 550,000 (1)
                                            2003                $ 450,000 (2)

Christopher D. Genry                        2004                $ 550,000 (1)
                                            2003                $ 500,000 (2)

Martha R. Carlin                            2004                $ 420,000 (1)
                                            2003                $ 335,000 (2)

Richard A. Giannotti                        2004                $ 155,000 (1)
                                            2003                $ 140,000


- ----------------------

(1)   Mr. Toomey received $1,000,000, Mr. Wallis received $200,000, Mr. Genry
      received $200,000, and Ms. Carlin received $120,000 of their 2004 bonus in
      the form of a grant of 44,743, 8,949, 8,949, and 5,369 shares,
      respectively, of restricted common stock at a price of $22.35 per share on
      the date of grant. Mr. Toomey's restricted common stock vests on February
      18, 2009. The other Named Executive Officers' shares vest pro rata over a
      four-year period ending February 18, 2009. Distributions are paid on the
      restricted common stock at the same rate as on unrestricted common stock.

(2)   Mr. Toomey received $950,000, Mr. Wallis received $100,000, Mr. Genry
      received $250,000, and Ms. Carlin received $50,000 of their 2003 bonus in
      the form of a grant of 51,463, 5,417, 13,543, and 2,709 shares,
      respectively, of restricted common stock at a price of $18.46 per share on
      the date of grant. Mr. Toomey's restricted common stock vests on February
      12, 2009. The other Named Executive Officers' shares vest pro rata over a
      five-year period ending February 12, 2009. Distributions are paid on the
      restricted common stock at the same rate as on unrestricted common stock.


         LONG-TERM INCENTIVE COMPENSATION. Long-term incentive compensation is
targeted to be approximately equal to industry averages when performance
objectives are met and to be above industry averages when the long-term
performance of our common stock is above average. For 2004 and 2003, the
components of our long-term incentive compensation were the 1999 Long-Term
Incentive Plan and the Series B Out-Performance Program. The Compensation
Committee determines long-term incentive compensation in consultation with its
independent consultant and our Chief Executive Officer.

         In addition to the restricted stock grants described in the table above
under "Annual Incentive Compensation," Mr. Giannotti and Ms. Carlin each
received a grant on October 20, 2003 of 2,740 shares of restricted common stock
priced at $18.24 per share on the date of grant. The grants of restricted common
stock to our Named Executive Officers as described herein were made under our
1999 Long-Term Incentive






Plan. Distributions are paid on the restricted common stock at the same rate as
on unrestricted common stock.

         The Series B Out-Performance Program is designed to provide
participants with the possibility of substantial returns on their investment if
the total return on our common stock exceeds targeted levels, while putting the
participants' investment at risk if those levels are not exceeded. The
membership units have the following features:

      o  They represent equity in United Dominion Realty, L.P., or "UDR LP." UDR
         LP has outstanding an aggregate of 1,000,000 of its Class II
         Out-Performance Partnership Shares that it sold to UDR Out-Performance
         II, LLC , or the "Series B LLC". The Series B LLC is a limited
         liability company formed and owned by the holders of the membership
         units and governed by a board of managers consisting of Messrs.
         Klingbeil, Larson, Toomey and Wallis. The membership units were sold at
         a cash price of $1.00 per unit to the purchasers.

      o  The purchase price for the membership units was determined by the
         Compensation Committee based on the advice of an independent valuation
         expert.

      o  If a holder of membership units leaves our employ prior to the
         completion of the performance period and the vesting of the membership
         units, the Series B LLC has the right, but not the obligation, to
         repurchase the membership units for the initial price paid by the
         purchaser. Should the Series B LLC choose to resell those membership
         units, the purchase price will be determined by the Compensation
         Committee based upon the advice of an independent valuation expert.

      o  The membership units will have no value unless the cumulative total
         return on our common stock for the 24-month period from June 1, 2003 to
         May 31, 2005 exceeds the cumulative total return of the Morgan Stanley
         REIT Index peer group index over the same period and is at least the
         equivalent of a minimum 22% total return or 11% annualized. (As of
         March 1, 2005 the cumulative total of the Morgan Stanley REIT Index was
         53.72% and cumulative total return on our common stock was 42.54%.)

        If the cumulative total return on our common stock satisfies the above
performance criteria at the conclusion of the measurement period, the holders of
the membership units will receive distributions and allocations of income and
loss from UDR LP based on the number of membership units in the Series B LLC. If
on the Valuation Date the cumulative total return on our common stock does not
satisfy the performance criteria, the holders of the membership units will
forfeit their initial investment.

         The Series B LLC currently has outstanding a total of 690,000 of its
membership units held by members of our senior management and has 310,000 units
available for issuance. The following table sets forth information regarding
membership units that have been sold to our Named Executive Officers in 2004 and
2003 in accordance with our Series B Out-Performance Program:








            NAME                              YEAR                     NUMBER OF UNITS
- -----------------------------                 ----                     ---------------
                                                                 
Thomas W. Toomey                              2004                                   0
                                              2003                             340,000

W. Mark Wallis                                2004                                   0
                                              2003                             140,000

Christopher D. Genry                          2004                                   0
                                              2003                             130,000

Martha R. Carlin                              2004                                   0
                                              2003                                   0

Richard A. Giannotti                          2004                              30,000
                                              2003                                   0



         A copy of our 1999 Long-Term Incentive Plan, as amended and restated
through July 22, 2004, and the form of restricted stock award thereunder, are
attached as Exhibits 99.6 and 99.5, respectively, to our Current Report on Form
8-K dated December 31, 2004 and are incorporated herein by reference. A
description of our Series B Out-Performance Program is attached as Exhibit 10.22
to our Annual Report on Form 10-K for the year ended December 31, 2003 and is
incorporated herein by reference.

         OTHER COMPENSATION. In 2003, Mr. Genry, Mr. Giannotti and Ms. Carlin
each received a $6,000 non-discretionary 401(k) matching contribution made by us
under our Profit Sharing Plan. In 2004, Mr. Genry and Mr. Giannotti each
received a $6,500 non-discretionary 401(k) matching contribution and Ms. Carlin
received a $1,780 non-discretionary 401(k) matching contribution made by us
under our Profit Sharing Plan.

DIRECTOR COMPENSATION

         2004 DIRECTOR COMPENSATION. In fiscal 2004, non-employee directors did
not receive any cash compensation for their services other than reimbursement of
expenses. Each non-employee director received a grant of 5,000 shares of
restricted stock that vested on January 1, 2005.

         2005 DIRECTOR COMPENSATION. Our compensation program for non-employee
directors consists of a combination of cash retainers for board and committee
service, service-based restricted stock and performance shares that vest only if
our total stockholder return over a three-year period meets or exceeds that of a
designated peer group of apartment REITs. Total pay associated with cash
retainers and restricted stock is targeted at peer group median levels. If we
outperform our peers in terms of total stockholder return, total pay can equal
or exceed 75th percentile levels. Annual retainers






for board and committee service are set at competitive levels in recognition of
the time commitments and responsibility levels associated with serving on public
company boards within the current environment.

         For 2005, each non-employee director will receive an annual retainer
fee of $40,000 ($75,000 for a non-employee chairman of the board of directors),
which may be taken in cash or shares of restricted common stock. Non-employee
directors, other than committee chairpersons, also receive an annual retainer
fee of $5,000 for each committee on which they serve. The chairpersons of each
of the Audit, Compensation, Executive and Governance Committees receive an
annual retainer fee of $10,000. These fees were paid in January 2005.

         Also in January 2005, each non-employee director received a grant of
2,000 shares of restricted stock that vests one year from the date of grant and
a grant of 3,000 shares of restricted stock that vests one-third on each
anniversary of the date of grant if the company has met certain performance
thresholds. Such 3,000 shares vest over a three-year measurement period from the
date of grant on the following basis (1) 100 shares will vest if our total
stockholder return (share price appreciation plus dividends paid) during such
measurement period is at the 50th percentile of total stockholder return from a
REIT peer group index to be selected by the board of directors, (2) 100 shares
will vest for each percentage point by which our total stockholder return for
such measurement period exceeds the 50th percentile of such peer group index,
and (3) the remainder will vest if total stockholder return during such
measurement period is equal to or exceeds the 75th percentile of such peer group
index.

         Directors are entitled to receive dividends during the vesting period;
however, any unvested shares at the end of the three-year vesting period will be
returned to us and cancelled. All restricted stock granted to our non-employee
directors is priced at the closing price of our common stock on the grant date.

         Directors who are also employees of the company receive no additional
compensation for service as a director.

EX-12

exv12

EX-21

Exhibit 21

     The Company has the following subsidiaries, all of which but United Dominion Realty, L.P. are wholly owned. The Company owns general and limited partnership interests in United Dominion Realty, L.P. and Heritage Communities L.P., constituting 94.0% and 93.6%, respectively, of the aggregate partnership interest.

	State of Incorporation
Subsidiary	or Organization
AAC Funding II, Inc.	Delaware
AAC Funding IV LLC	California
AAC Funding IV, Inc.	Delaware
AAC Funding Partnership II	Delaware
AAC Funding Partnership III	Delaware
AAC Seattle I, Inc.	Delaware
AAC Vancouver I, L.P.	Washington
AAC/FSC Crown Pointe Investors, LLC	Washington
AAC/FSC Hilltop Investors, LLC	Washington
AAC/FSC Seattle Properties, LLC	Delaware
ASR Investments Corporation	Maryland
ASR of Delaware LLC	Delaware
CMP-1, LLC	Delaware
Coastal Anaheim Properties, LLC	Delaware
Coastal Long Beach Properties, LLC	Delaware
Coastal Monterey Properties LLC	Delaware
FMP Member, Inc.	Delaware
Fountainhead Apartments Limited Partnership	Ohio
Governour’s Square of Columbus Co.	Ohio
Heritage Communities L.P.	Delaware
Inlet Bay at Gateway, LLC	Delaware
Jamestown of St. Matthews Limited Partnership	Ohio
MacAlpine Place Apartment Partners, Ltd.	Florida
Okeeheelee Apartment Partners, Ltd.	Florida
Northbay Properties II, L.P.	California
Parker’s Landing Venture I	Florida
Parker’s Landing Venture II	Florida
The Commons of Columbia, Inc.	Virginia
Town Square Commons, LLC	District of Columbia
Trilon Townhouses, LLC	District of Columbia
UDR Andover Park Apartments LLC	Delaware
UDR Arboretum Apartments, L.P.	Delaware
UDR Arborview Associates Limited Partnership	Maryland
UDR Arizona Properties, LLC	Virginia
UDR Aspen Creek, LLC	Virginia
UDR California GP, LLC	Delaware
UDR California GP II, LLC	Delaware
UDR California Properties, LLC	Virginia
UDR Calvert, LLC	Delaware
UDR Calvert’s Walk Associates Limited Partnership	Maryland
UDR Calvert’s Walk GP, LLC	Delaware
UDR Carlsbad Apartments, L.P.	Delaware
UDR Carriage Homes, LLC	Delaware
UDR Crossroads, L.P.	Delaware
UDR Developers, Inc.	Virginia
UDR El Encanto Apartments, L.P.	Delaware
UDR Foxglove Associates L.L.C.	Maryland

UDR Harbor Greens, L.P.	Delaware
UDR Harding Park, Inc.	Delaware
UDR Holdings, LLC	Virginia
UDR Hunt Club Apartments LLC	Delaware
UDR Huntington Villas, L.P.	Delaware
UDR Huntington Vista, L.P.	Delaware
UDR Lakeside Mills, LLC	Virginia
UDR Los Alisos, LLC	Delaware
UDR Maryland Properties, LLC	Virginia
UDR Midlands Acquisition, LLC	Delaware
UDR Newport Beach North, L.P.	Delaware
UDR Newport Beach South, L.P.	Delaware
UDR Ocean Villa Apartments, L.P.	Delaware
UDR Ohio Properties, LLC	Virginia
UDR Out-Performance I, LLC	Virginia
UDR Out-Performance II, LLC	Maryland
UDR Pinebrook, L.P.	Delaware
UDR Presidential Greens, L.L.C.	Delaware
UDR Presidio, L.P.	Delaware
UDR Rancho Cucamonga, L.P.	Delaware
UDR Ridgewood (I) Townhomes, LLC	Virginia
UDR Ridgewood (II) Garden, LLC	Virginia
UDR Rosebeach Apartments, L.P.	Delaware
UDR San Dimas Bonita Apartments, L.P.	Delaware
UDR San Dimas Canyon Apartments, L.P.	Delaware
UDR South Carolina Trust	Maryland
UDR Texas Properties I, LLC	Delaware
UDR Texas Properties II, L.P.	Delaware
UDR Texas Properties, L.P.	Delaware
UDR the Crest, L.P.	Delaware
UDR Ventures I, LLC	Delaware
UDR Villa Venetia Apartments, L.P.	Delaware
UDR Virginia Properties, LLC	Virginia
UDR Western Residential, Inc.	Virginia
UDR Windjammer, L.P.	Delaware
UDR Woodland Apartments, L.P.	Delaware
UDR/AEGON Development Venture I, LLC	Delaware
UDR/Pacific Los Alisos, L.P.	Delaware
UDR of NC, Limited Partnership	North Carolina
UDR of Tennessee, L.P.	Virginia
UDRT of Delaware 4 LLC	Delaware
United Dominion Realty, L.P.	Delaware
United Dominion Realty II, L.P.	Maryland
United Dominion Realty Trust, Inc.	Maryland
United Dominion Residential Ventures, L.L.C.	Virginia
United Dominion Residential, Inc.	Virginia
Waterside Towers, L.L.C.	Delaware
Windemere at Sycamore Highlands, LLC	Delaware
Winterland San Francisco Partners	California
Woodlake Village, L.P.	California

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

     We consent to the incorporation by reference in the following Registration Statements of United Dominion Realty Trust, Inc. and in the related Prospectuses of our reports dated March 2, 2005, with respect to the consolidated financial statements and schedule of United Dominion Realty Trust, Inc., United Dominion Realty Trust, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of United Dominion Realty Trust, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2004:

Registration Statement Number	Description
33-40433	Form S-3, pertaining to the registration of 900,000 shares of the Company’s common stock.
33-58201	Form S-8, pertaining to the Employee’s Stock Purchase Plan.
333-11207	Form S-3, pertaining to the registration of 1,679,840 shares of the Company’s Common Stock.
333-15133	Form S-3, pertaining to the Company’s Dividend Reinvestment and Stock Purchase Plan.
333-32829	Form S-8, pertaining to the Company’s Stock Purchase and Loan Plan.
333-44463	Form S-3, pertaining to the Company’s Dividend Reinvestment and Stock Purchase Plan.
333-48557	Form S-3, pertaining to the registration of 104,920 shares of Common Stock, including rights to purchase Series C Junior Participating Redeemable Preferred Stock.
333-53401	Form S-3, pertaining to the registration of 1,528,089 shares of Common Stock, including rights to purchase Series C Junior Participating Redeemable Preferred Stock.
333-58600	Form S-8, pertaining to the Employee’s Stock Purchase Plan.
333-64281	Form S-3, pertaining to the registration of 849,498 shares of Common Stock, including rights to Purchase Series C Junior Participating Redeemable Preferred Stock.
333-72885	Form S-3, pertaining to the registration of 130,416 shares of Common Stock, including rights to purchase Series C Junior Participating Redeemable Preferred Stock.
333-75897	Form S-8, pertaining to the Company’s 1999 Long Term Incentive Plan.
333-77107	Form S-3, pertaining to the registration of 1,023,732 shares of Common Stock, including rights to purchase Series C Junior Participating Redeemable Preferred Stock.

Registration Statement Number	Description
333-77161	Form S-3, pertaining to the registration of 481,251 shares of Common Stock, including rights to purchase Series C Junior Participating Redeemable Preferred Stock.
333-80279	Form S-8, pertaining to the Company’s 1999 Open Market Purchase Program.
333-82929	Form S-3, pertaining to the registration of 95,119 shares of Common Stock, including rights to purchase Series C Junior Participating Redeemable Preferred Stock.
333-86808	Form S-3, pertaining to the registration of 12,307,692 shares of Common Stock, including rights to purchase Series C Junior Participating Redeemable Preferred Stock.
333-101611	Form S-3, Shelf Registration Statement, pertaining to the registration of $1 billion of Common Stock, Preferred Stock and Debt Securities.
333-106959	Form S-3, pertaining to the registration of 3,425,217 shares of Common Stock, including rights to purchase Series C Junior Participating Redeemable Preferred Stock.
333-115696	Form S-3, Shelf Registration Statement, pertaining to the registration of $1.5 billion of Common Stock, Preferred Stock and Debt Securities.
333-116804	Form S-3, pertaining to registration of 1,617,815 shares of Common Stock, including rights to purchase Series C Junior Participating Redeemable Preferred Stock.

/s/ Ernst & Young LLP

Richmond, Virginia
March 10, 2005

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Thomas W. Toomey, Chief Executive Officer and President of United Dominion Realty Trust, Inc., certify that:

1.      I have reviewed this annual report on Form 10-K of United Dominion Realty Trust, Inc.;

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  March 14, 2005	/s/ Thomas W. Toomey
	Thomas W. Toomey
	Chief Executive Officer and President

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Christopher D. Genry, Executive Vice President and Chief Financial Officer of United Dominion Realty Trust, Inc., certify that:

1.      I have reviewed this annual report on Form 10-K of United Dominion Realty Trust, Inc.;

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  March 14, 2005	/s/ Christopher D. Genry
	Christopher D. Genry
	Executive Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION

     In connection with the periodic report of United Dominion Realty Trust, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2004, as filed with the Securities and Exchange Commission (the “Report”), I, Thomas W. Toomey, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

     (1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

     (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date:  March 14, 2005	/s/ Thomas W. Toomey
	Thomas W. Toomey
	Chief Executive Officer and President

EX-32.2

EXHIBIT 32.2

CERTIFICATION

     In connection with the periodic report of United Dominion Realty Trust, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2004, as filed with the Securities and Exchange Commission (the “Report”), I, Christopher D. Genry, Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

     (1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

     (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date:  March 14, 2005	/s/ Christopher D. Genry
	Christopher D. Genry
	Executive Vice President and Chief Financial Officer