8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 15, 2006

UNITED DOMINION REALTY TRUST, INC.

(Exact name of registrant as specified in charter)

Maryland	1-10524	54-0857512
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)

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

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (720) 283-6120

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Executive Compensation Summary

Press Release

Item 1.01. Entry into a Material Definitive Agreement.

     On February 15, 2006, the Chief Executive Officer of United Dominion Realty Trust, Inc. (the “Company”) and the four other most highly compensated executive officers for the 2005 fiscal year (referred to in this report as the “named executive officers”) received grants of restricted shares of common stock under the Company’s 1999 Long-Term Incentive Plan as part of their 2005 compensation. A summary of the 2005 executive compensation for the named executive officers is set forth in Exhibit 10.1 to this report and is incorporated herein by reference. A copy of the Company’s 1999 Long-Term Incentive Plan and the form of restricted stock award thereunder are attached as Exhibits 99.5 and 99.6, respectively, to the Company’s Current Report on Form 8-K dated December 31, 2004 (Commission File No. 1-10524), and are incorporated herein by reference.

Item 8.01. Other Events.

     On February 21, 2006, the Company announced that its Board of Directors has authorized a new 10,000,000 share common stock repurchase program. This new common stock repurchase program replaces the Company’s previous 11,000,000 share repurchase program under which the Company repurchased approximately 10,000,000 shares of its common stock. A copy of the press release announcing the new repurchase program is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit No.	Description
10.1	Executive Compensation Summary.
10.2	1999 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.5 to the Company’s Current Report on Form 8-K dated December 31, 2004 and filed with the Securities and Exchange Commission on January 11, 2005 (Commission File No. 1-10524)).
10.3	Form of Restricted Stock Award (incorporated by reference to Exhibit 99.6 to the Company’s Current Report on Form 8-K dated December 31, 2004 and filed with the Securities and Exchange Commission on January 11, 2005 (Commission File No. 1-10524)).
99.1	Press release dated February 21, 2006.

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Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNITED DOMINION REALTY TRUST, INC.
Date: February 21, 2006	/s/ Scott A. Shanaberger
	Scott A. Shanaberger
	Senior Vice President and
	Chief Accounting Officer

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Exhibit Index

Exhibit No.	Description
10.1	Executive Compensation Summary.
10.2	1999 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.5 to the Company’s Current Report on Form 8-K dated December 31, 2004 and filed with the Securities and Exchange Commission on January 11, 2005 (Commission File No. 1-10524)).
10.3	Form of Restricted Stock Award (incorporated by reference to Exhibit 99.6 to the Company’s Current Report on Form 8-K dated December 31, 2004 and filed with the Securities and Exchange Commission on January 11, 2005 (Commission File No. 1-10524)).
99.1	Press release dated February 21, 2006.

EX-10.1

EXHIBIT 10.1

EXECUTIVE COMPENSATION SUMMARY

          Base Salary. The following table sets forth the 2006 and 2005 annual base salary levels of the individuals listed as the “named executive officers” in the proxy statement of United Dominion Realty Trust, Inc. (the “Company”) for the Company’s Annual Meeting of Stockholders held on May 3, 2005, and who are expected to be listed as the “named executive officers” in the Company’s proxy statement for the Annual Meeting of Stockholders to be held in 2006:

Name and Principal Position	Year		Base Salary
Thomas W. Toomey		2006	$	450,000
Chief Executive Officer and President		2005	$	450,000
W. Mark Wallis		2006	$	330,000
Senior Executive Vice President		2005	$	260,000
Christopher D. Genry		2006	$	260,000
Executive Vice President—Corporate		2005	$	260,000
Strategy and Chief Financial Officer
Martha R. Carlin		2006	$	250,000
Executive Vice President,		2005	$	232,115
Director of Property Operations
Richard A. Giannotti		2006	$	210,000
Executive Vice President—Asset Quality		2005	$	200,000

          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 compared to our REIT peer group, (3) our balance sheet strength and flexibility, (4) growth of dividend, (5) operating results, and (6) key company objectives. The following table sets forth information regarding annual incentive compensation for our named executive officers for 2005 and 2004:

Name	Year		Bonus
Thomas W. Toomey		2005	$	850,000	(1)
		2004	$	1,250,000	(2)
W. Mark Wallis		2005	$	1,000,000	(1)
		2004	$	550,000	(2)
Christopher D. Genry		2005	$	300,000	(1)
		2004	$	550,000	(2)
Martha R. Carlin		2005	$	450,000	(1)
		2004	$	420,000	(2)
Richard A. Giannotti		2005	$	225,000	(1)
		2004	$	155,000	(2)

(1)

Mr. Toomey received $850,000, Mr. Wallis received $150,000, Mr. Genry received $50,000, and Ms. Carlin received $100,000 of their 2005 bonus in the form of a grant of 33,770, 5,959, 1,986 and 3,973 shares, respectively, of restricted common stock at a price of $25.17 per share on the date of grant. Mr. Toomey’s restricted common stock vests on February 15, 2010. The other named executive officers’ shares vest pro rata over a four-year period ending February 15, 2010. 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.

(2)

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. 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.

          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 2005, the components of our long-term incentive compensation were the PARS Program under our 1999 Long-Term Incentive Plan and the Series C Out-Performance Program. The Compensation Committee determines long-term incentive compensation in consultation with its independent consultant and our Chief Executive Officer.

     PARS Program. As part of our long-term incentive compensation, executive officers are eligible to receive grants of Performance Contingent Stock Awards, or “PARS,” under our 1999 Long-Term Incentive Plan. An executive may be awarded a number of shares of common stock, or “Initial Shares,” with a target grant date value equal to a percentage of the executive’s base salary. The shares of common stock may be adjusted, upward or downward (referred to herein as the “Additional Shares”), based upon the Company’s performance against selected peer companies in the REIT industry during the performance period. In 2005, the actual number of shares earned could range from

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0% to 167% of the target award level depending upon the performance of the Company during the performance period. The target award level is set by the Compensation Committee, in consultation with our CEO, each year and compares the Company’s performance to the relative performance of selected peer companies in the REIT industry during the performance period. Executives are paid dividends on the Initial Shares during the performance period. Subject to the participant’s continued employment with the Company, the Initial Shares and Additional Shares, if applicable, vest pro rata over four years from the date the Compensation Committee determines the actual awards. For 2005, the Compensation Committee determined the actual awards in the following table, which are 75% of the target award level.

Name	PARS
Thomas W. Toomey		28,014
W. Mark Wallis		14,007
Christopher D. Genry		14,007
Martha R. Carlin		10,116
Richard A. Giannotti		9,338

          Series C Out-Performance Program. At our Annual Meeting of Stockholders held on May 3, 2005, our stockholders approved our New Out-Performance Program, which includes the Series C Out-Performance Program. The Series C 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:

• They represent equity in United Dominion Realty, L.P., or “UDR LP.” UDR LP has outstanding an aggregate of 750,000 of its Class III Out-Performance Partnership Shares that it sold to UDR Out-Performance III, LLC , or the “Series C LLC”. The Series C 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. Grove, Larson, Toomey and Wallis. The membership units were sold at a cash price of $1.00 per unit to the purchasers.

• The purchase price for the membership units was determined by the Compensation Committee based on the advice of an independent valuation expert.

• 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 C LLC has the right, but not the obligation, to repurchase the membership units for the initial price paid by the purchaser. Should the Series C 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.

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• The membership units will have no value unless the cumulative total return on our common stock for the 36-month period from June 1, 2005 to May 30, 2008 is at least the equivalent of a 36% total return or 12% annualized.

          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 C 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 C LLC currently has outstanding a total of 712,500 of its membership units held by members of our senior management and has 37,500 units currently available for issuance. The following table sets forth information regarding membership units that have been sold to our named executive officers in 2005 in accordance with our Series C Out-Performance Program:

Name	Number of Units
Thomas W. Toomey		225,000
W. Mark Wallis		75,000
Christopher D. Genry		45,000
Martha R. Carlin		45,000
Richard A. Giannotti		75,000

          During fiscal 2006, our Board of Directors approved the Series D Out-Performance Program, in accordance with the New Out-Performance Program approved by our stockholders at our 2005 Annual Meeting of Stockholders. The Series D Out-Performance Program will generally have the same features as our Series C Out-Performance Program discussed above and is described in more detail in Exhibit 10.2 to our Current Report on Form 8-K dated February 9, 2006 and filed with the Securities and Exchange Commission on February 15, 2006 (Commission File No. 1-10524).

          A copy of our 1999 Long-Term Incentive Plan, and the form of restricted stock award thereunder, are attached as Exhibits 99.5 and 99.6, respectively, to our Current Report on Form 8-K dated December 31, 2004 and filed with the Securities and Exchange Commission on January 11, 2005 (Commission File No. 1-10524). Descriptions of our New Out-Performance Program and our Series C Out-Performance

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Program are attached as Exhibits 10.01 and 10.02, respectively, to our Current Report on Form 8-K dated May 3, 2005 and filed with the Securities and Exchange Commission on May 9, 2005 (Commission File No. 1-10524).

          Other Compensation. In 2005, Mr. Genry, Ms. Carlin and Mr. Giannotti received non-discretionary 401(k) matching contributions made by us under our Profit Sharing Plan in the amount of $6,300, $2,853 and $6,300, respectively. In addition, Mr. Giannotti received $45,000 as a bonus for the completion of a rehabilitation project on one of our communities.

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EX-99.1

EXHIBIT 99.1

For details contact:
Larry Thede
Phone (720)283-2450
E-mail: ir@udrt.com
www.udrt.com

PRESS RELEASE

UNITED DOMINION REALTY TRUST AUTHORIZES

10 MILLION SHARE REPURCHASE PROGRAM

RICHMOND, VA. (February 21, 2006) United Dominion Realty Trust, Inc. (NYSE: UDR) today announced that its Board of Directors has authorized a new, 10 million share repurchase program, effective immediately. This program replaces the Company’s previous 11 million share program under which the Company repurchased approximately 10 million shares.

“Today’s announcement underscores the Board’s confidence in the Company’s outlook,” stated Thomas W. Toomey, President and Chief Executive Officer. “Our expanded share repurchase program and our record of 30 consecutive years of dividend increases demonstrates the Board’s long-term commitment to building total shareholder value.”

Share repurchases under this program may be made from time to time in open market purchases, in block purchases, in privately negotiated transactions or otherwise as determined by the Company. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. The stock repurchase program does not have an expiration date and may be terminated at any time without prior notice.

About United Dominion Realty Trust, Inc.

United Dominion is the fourth largest apartment REIT, owning and operating apartment communities nationwide. The Company has paid a quarterly dividend for 132 consecutive quarters and has raised the dividend each of the last 30 years. United Dominion is included in the S&P MidCap 400 Index. At December 31, 2005, the Company owned 74,875 apartment homes and had 1,335 homes under development. Additional information about United Dominion may be found on its Web site at www.udrt.com.

Statements contained in this press release, which are not historical facts, are forward-looking statements, as the term is defined in the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the Company’s use of words such as, “expects,” “plans,” “estimates,” “projects,” “intends,” “believes,” and similar expressions that do not relate to historical matters. Such forward-looking statements are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors, which include, but are not limited to, unfavorable changes in the apartment market, changing economic conditions, the impact of competition and competitive pricing, acquisitions or new developments not achieving anticipated results, delays in completing developments and lease-ups on schedule, difficulties in selling existing apartment communities, and other risk factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time including the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q. All forward-looking statements in this press release are made as of today, based upon information known to management as of the date hereof. The Company assumes no obligation to update or revise any of its forward looking statements even if experience or future changes show that indicated results or events will not be realized.