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): June 21, 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

	ITEM 1.01. Entry into a Material Definitive Agreement.
	ITEM 3.02. Unregistered Sales of Equity Securities.
	ITEM 7.01. Regulation FD Disclosure.
	ITEM 8.01. Other Events.
	ITEM 9.01. Financial Statements and Exhibits.
Signatures
EXHIBIT INDEX
Validity Opinion and Consent of Morrison & Foerster LLP
Tax Opinion of Morrison & Foerster LLP
Notice of Performance Contingent Restricted Stock Award
Restricted Stock Award Agreement for 7,418 Shares
Restricted Stock Award Agreement for 37,092 Shares
Materials Relating to Mature Market Trends

ITEM 1.01. Entry into a Material Definitive Agreement.

     On June 23, 2006, United Dominion Realty Trust, Inc. (the “Company”) awarded to Mark M. Culwell, Jr., Senior Vice President, Development, a grant of 44,510 shares of the Company’s restricted common stock and 2,350 shares of performance contingent restricted stock, or “PARS.” Subject to Mr. Culwell’s continued employment by the Company, 7,418 of the 44,510 restricted shares will vest pro rata over a four-year period and 37,092 shares will vest on June 12, 2009. The PARS will vest, depending upon the performance of the Company, on the determination date as set forth in the award. This grant of restricted stock and PARS was approved by the Compensation Committee of the Board of Directors of the Company without stockholder approval as an “inducement grant,” as such term is defined by the New York Stock Exchange.

     A copy of the Notice of Performance Contingent Restricted Stock Award, including the Restricted Stock Award Agreement for the 2,350 shares, is attached to this report as Exhibit 10.1 and is incorporated herein by reference. A copy of the Restricted Stock Award Agreement for the 7,418 shares of restricted stock is attached to this report as Exhibit 10.2 and is incorporated herein by reference. A copy of the Restricted Stock Award Agreement for the 37,092 shares of restricted stock is attached to this report as Exhibit 10.3 and is incorporated herein by reference.

ITEM 3.02. Unregistered Sales of Equity Securities.

     In 2005, the stockholders of the Company approved the issuance of the Company’s Series F Preferred Stock to give voting rights to holders of limited partnership interests, or “OP Units,” in the Company’s two operating partnerships, United Dominion Realty, L.P. and Heritage Communities, L.P. The Series F Preferred Stock, which is offered only to holders of OP Units, entitles its holders to one vote per share on each matter upon which the Company’s common stockholders are entitled to vote at stockholder meetings. The Series F Preferred Stock votes together as a single class with the Company’s common stock and other capital stock eligible to vote. The Series F Preferred Stock is not convertible or exchangeable into any other equity securities, and it does not entitle its holders to any other rights, privileges or preferences.

     On June 21, 2006, the Company sold a total of 150,671 shares of its Series F Preferred Stock, without par value, to certain holders of OP Units who are accredited investors, at a purchase price of $0.0001 per share, for an aggregate purchase price of $15.07. Because the shares of Series F Preferred Stock were sold to accredited investors 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.

ITEM 7.01. Regulation FD Disclosure.

     Beginning June 23, 2006, the information included as Exhibit 99.1 to this report will be available on the Company’s website.

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ITEM 8.01. Other Events.

     The Company has filed with the Securities and Exchange Commission a Prospectus Supplement to its Prospectus dated January 25, 2006 (which Prospectus is included in the Company’s Registration Statement on Form S-3 filed with the Commission on January 25, 2006, Registration Statement No. 333-131278), relating to the resale by the holders of the Company’s 4.00% Convertible Senior Notes due 2035 and the shares of the Company’s common stock issuable upon conversion of the notes. Morrison & Foerster LLP, as counsel to the Company, has issued its validity opinion, which opinion is attached hereto and incorporated herein by reference as Exhibit 5.1. Morrison & Foerster LLP has also issued its opinion with respect to certain U.S. federal income tax matters, which opinion is attached hereto and incorporated herein by reference as Exhibit 8.1.

ITEM 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit No.		Description
	5.1	Validity Opinion of Morrison & Foerster LLP.
	8.1	Tax Opinion of Morrison & Foerster LLP.
	10.1	Notice of Performance Contingent Restricted Stock Award, including the Restricted Stock Award Agreement for 2,350 Shares.
	10.2	Restricted Stock Award Agreement for 7,418 Shares.
	10.3	Restricted Stock Award Agreement for 37,092 Shares.
	23.1	Consent of Morrison & Foerster LLP (included in Exhibits 5.1 and 8.1).
	99.1	Materials Relating to Mature Market Trends as of May 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: June 23, 2006	/s/ Mary Ellen Norwood
	Mary Ellen Norwood
	Vice President Vice President-Legal Administration and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.		Description
	5.1	Validity Opinion of Morrison & Foerster LLP.
	8.1	Tax Opinion of Morrison & Foerster LLP.
	10.1	Notice of Performance Contingent Restricted Stock Award, including the Restricted Stock Award Agreement for 2,350 Shares.
	10.2	Restricted Stock Award Agreement for 7,418 Shares.
	10.3	Restricted Stock Award Agreement for 37,092 Shares.
	23.1	Consent of Morrison & Foerster LLP (included in Exhibits 5.1 and 8.1).
	99.1	Materials Relating to Mature Market Trends as of May 2006.

EX-5.1

EXHIBIT 5.1

[MORRISON & FOERSTER LLP LETTERHEAD]

June 14, 2006

United Dominion Realty Trust, Inc.
1745 Shea Center Drive
Suite 200
Highlands Ranch, CO 80129

     Re: 4.00% Convertible Senior Notes due 2035

Ladies and Gentlemen:

     We have acted as counsel to United Dominion Realty Trust, Inc. (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-3, Registration No. 333-131278, its Prospectus dated January 25, 2006 and its Prospectus Supplement dated June 14, 2006 (the Registration Statement, Prospectus and Prospectus Supplement are collectively referred to as the “Registration Statement”), relating to the registration under the Securities Act of 1933 of the resale by the holders of a total of $250,000,000 principal amount of 4.00% Convertible Senior Notes due 2035 (the “Notes”) and the shares of common stock issuable upon conversion of the Notes (the “Shares”). The Notes were issued pursuant to the Indenture dated as of December 19, 2005 between the Company and SunTrust Bank, as Trustee (the “Indenture”).

     In connection with this opinion, (i) we have reviewed the Registration Statement, the Indenture and certain of the Company’s other corporate records, documents, instruments and proceedings taken in connection with the authorization and issuance of the Notes and the Shares, and (ii) we have made such inquiries of officers of the Company and public officials and have considered such questions of law as we have deemed necessary for the purpose of rendering the opinion set forth herein.

     We have assumed the genuineness of all signatures on and the authenticity of all items submitted to us as originals and the conformity to originals of all items submitted to us as copies. We also have relied, as to matters of fact, upon the accuracy of representations and certificates of the Company’s officers. We have also relied on the Company’s records and have assumed the accuracy and completeness thereof. The opinions hereinafter expressed are subject to the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination.

     Based upon and subject to the foregoing, we are of the opinion that (i) the Notes constitute legal, valid and binding obligations of the Company, and (ii) following the issuance upon conversion of the Notes in accordance with, and in the manner contemplated by, the Notes, the Indenture and the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.

     We express no opinion as to matters governed by laws of any jurisdiction other than the substantive laws of the State of New York (including its applicable choice-of-law rules) and the State of Maryland, as in effect on the date hereof.

     We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement and to the filing of this opinion as an exhibit to the Company’s filings with the Commission.

Very truly yours,

/s/ Morrison & Foerster LLP

Morrison & Foerster LLP

EX-8.1

EXHIBIT 8.1

[MORRISON & FOERSTER LLP LETTERHEAD]

June 14, 2006

United Dominion Realty Trust, Inc.
1745 Shea Center Drive, Suite 200
Highlands Ranch, Colorado 80129

Ladies and Gentlemen:

We have acted as counsel to United Dominion Realty Trust, Inc., a Maryland corporation (the “Company”), in connection with in connection with the offer and sale from time to time by the holders of (i) up to $250,000,000 aggregate principal amount of its 4.00% Convertible Senior Notes due 2035 (the “Notes”) and (ii) shares of common stock (the “Shares”) that may be issued by the Company upon conversion of the Notes. The Notes and the Shares are the subject of a registration statement (the “Registration Statement”) on Form S-3 (File No 333-131278) filed by the Company with the Securities Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “Securities Act”), the related prospectus dated January 25, 2006 (the “Prospectus”), and a supplement to the Prospectus dated June 14, 2006 (the “Prospectus Supplement”). Capitalized terms not defined herein shall have the meanings ascribed to them in the certificate (or incorporated therein by reference) dated June 14, 2006 (the “Certificate”), delivered to Morrison & Foerster llp by the Company and the Operating Partnerships which provides certain representations by them relevant to this opinion.

You have requested our opinion as to certain federal income tax matters regarding the Company. Although you (and each of your employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the federal tax treatment and federal tax structure of the Company and all materials of any kind that were provided to you by us relating to such tax treatment and tax structure, this opinion is intended solely for the benefit of the Company. You may not authorize any other person or entity to rely on this opinion, or otherwise make this opinion available for the benefit of any other person or entity, without our prior written consent.

In our capacity as counsel to the Company and for purposes of rendering this opinion, we have examined and relied upon the following, with your consent: (i) the Certificate, (ii) the Registration Statement, Prospectus, and the Prospectus Supplement, (iii) the Partnership Agreements of the Operating Partnerships, and (iv) such other documents as we have considered relevant to our analysis. In our examination of such documents, we have assumed the authenticity of original documents, the accuracy of copies, the genuineness of signatures, and the legal capacity of signatories. We have also assumed that all parties to such documents have acted, and will act, in accordance with the terms of such documents.

Furthermore, our opinion is based on (a) our understanding of the facts as represented to us in the Certificate and (b) the assumption that (i) each of the Operating Partnerships has a valid legal existence under the laws of the state in which it was formed and has operated in accordance with the laws of such state, (ii) the Company and the Operating Partnerships are operated, and will continue to be operated, in the manner described in the Certificate, (iii) the facts contained in the Registration Statement, Prospectus, and the Prospectus Supplement are true and complete in all material respects, (iv) all representations of fact contained in the Certificate are true and complete in all material respects, (v) any representation of fact in the Certificate that is made “to the knowledge” or similarly qualified is correct without such qualification and (vi) the Company qualified as a REIT for its 2001 taxable year and all prior taxable years. We have not undertaken any independent inquiry into or verification of these facts either in the course of our representation of the Company or for the purpose of rendering this opinion. While we have reviewed all representations made to us to determine their reasonableness, we have no assurance that they are or will ultimately prove to be accurate.

We also note that the tax consequences addressed herein depend upon the actual occurrence of events in the future, which events may or may not be consistent with any representations made to us for purposes of this opinion. In particular, the qualification and taxation of the Company as a REIT for federal income tax purposes depend upon the Company’s ability to meet on a continuing basis certain distribution levels, diversity of stock ownership, and the

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various qualification tests imposed by the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that the facts differ from those represented to or assumed by us herein, our opinion should not be relied upon.

Our opinion herein is based on existing law as contained in the Code, final and temporary Treasury Regulations promulgated thereunder, administrative pronouncements of the Internal Revenue Service (the “IRS”) and court decisions as of the date hereof. The provisions of the Code and the Treasury Regulations, IRS administrative pronouncements and case law upon which this opinion is based could be changed at any time, perhaps with retroactive effect. In addition, some of the issues under existing law that could significantly affect our opinion have not yet been authoritatively addressed by the IRS or the courts, and our opinion is not binding on the IRS or the courts. Hence, there can be no assurance that the IRS will not challenge, or that the courts will agree with, our conclusions.

Based upon, and subject to, the foregoing and the next paragraph below, we are of the opinion that, as of the date hereof:

(i) The Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code for each of its taxable years beginning with the taxable year ended December 31, 2002 through its taxable year ended December 31, 2005, and if it continues to be organized and operated after December 31, 2005 in the same manner as it has prior to that date, it will continue to qualify as a REIT; and

(ii) We have reviewed the statements included or incorporated by reference in the Prospectus Supplement under the heading “Material U.S. Federal Income Tax Considerations,” and in the Prospectus under the heading “Material U.S. Federal Income Tax Considerations” (as modified by the Prospectus Supplement), and insofar as such statements pertain to matters of law or legal conclusions, they are correct in all material respects.

We undertake no obligation to update this opinion, or to ascertain after the date hereof whether circumstances occurring after such date may affect the conclusions set forth herein. We express no opinion as to matters governed by any laws other than the Code, the Treasury Regulations, published administrative announcements and rulings of the IRS, and court decisions.

This opinion is furnished to you solely for use in connection with the Prospectus Supplement. We hereby consent to the filing of this opinion as an exhibit to the Company’s filings with the SEC in connection with the registration of the Notes and the Shares. We also consent to the reference to our firm name in the Prospectus Supplement under the captions “Material U.S. Federal Income Tax Considerations” and “Legal Matters.” In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder, nor do we thereby admit that we are experts with respect to any part of the Prospectus Supplement within the meaning of the term “experts” as used in the Securities Act or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ Morrison & Foerster LLP

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EX-10.1

EXHIBIT 10.1

UNITED DOMINION REALTY TRUST, INC.

NOTICE OF PERFORMANCE CONTINGENT RESTRICTED STOCK AWARD

Grantee’s Name and Address	Mark M. Culwell, Jr.
	7317 Alto Caro Drive
	Dallas, TX 75248

Depending upon the performance of United Dominion Realty Trust, Inc., a Maryland corporation (the “Company”) during the Performance Period, you (the “Grantee”) have been granted the right (the “Award”) to receive and retain 0% to 116% of the target number of shares indicated below (the “Target Number of Shares”) of the Company’s $0.01 par value common stock (“Common Stock”), subject to the restrictions and the other terms and conditions set forth in this Notice of Performance Contingent Restricted Stock Award (the “Notice”), and the Restricted Stock Award Agreement (the “Agreement”) attached hereto, as follows.

Target Number of Shares:	2,350
Grant Date:	June 23, 2006
Aggregate Value of Target Number Of Shares as of Grant Date	$56,250
Performance Period:	One-year period beginning on January 1, 2006 and ending on December 31, 2006

1. Consideration.

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

2. Grants of Common Stock.

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

     2.2 Adjusted Number of Shares. As soon as practicable following the end of the Performance Period (the “Determination Date”), the Committee shall certify in writing the Company’s funds from operations (“FFO”) on a fully diluted, per-share basis, and the Incremental Growth in FFO (as defined below).

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

	Earned Award as a percent of target
	1.73		56	%		60	%		66	%		72	%		80	%		89	%		96	%		102	%		109	%		116	%
	1.72		55	%		59	%		64	%		70	%		78	%		86	%		93	%		99	%		106	%		113	%
	1.71		54	%		58	%		63	%		69	%		76	%		84	%		90	%		96	%		103	%		109	%
	1.70		53	%		57	%		62	%		67	%		74	%		82	%		88	%		94	%		100	%		106	%
	1.69		53	%		56	%		60	%		66	%		72	%		80	%		85	%		91	%		96	%		102	%
	1.68		52	%		55	%		59	%		64	%		70	%		77	%		83	%		88	%		93	%		99	%
	1.67		52	%		54	%		58	%		63	%		68	%		75	%		80	%		85	%		90	%		95	%
	1.66		51	%		53	%		57	%		61	%		67	%		73	%		78	%		83	%		87	%		92	%
	1.65		51	%		53	%		56	%		60	%		65	%		71	%		76	%		80	%		85	%		89	%
	1.64		51	%		52	%		55	%		59	%		64	%		69	%		74	%		78	%		82	%		86	%
UDR FFO	1.63		50	%		52	%		54	%		58	%		62	%		68	%		71	%		75	%		79	%		83	%
Per Share	1.62		50	%		51	%		53	%		56	%		60	%		66	%		69	%		73	%		76	%		80	%
	1.61		0	%		51	%		53	%		55	%		59	%		64	%		67	%		70	%		74	%		77	%
	1.59		0	%		50	%		51	%		53	%		57	%		61	%		64	%		66	%		69	%		71	%
	1.58		0	%		0	%		51	%		53	%		55	%		59	%		62	%		64	%		66	%		68	%
	1.57		0	%		0	%		50	%		52	%		54	%		58	%		60	%		62	%		64	%		65	%	%
	1.56		0	%		0	%		0	%		51	%		53	%		56	%		58	%		59	%		61	%		63	%
	1.55		0	%		0	%		0	%		50	%		52	%		55	%		56	%		58	%		59	%		60	%
	1.54		0	%		0	%		0	%		0	%		51	%		54	%		55	%		56	%		57	%		58	%
	1.53		0	%		0	%		0	%		0	%		50	%		53	%		53	%		54	%		54	%		55	%
	1.52		0	%		0	%		0	%		0	%		0	%		51	%		52	%		52	%		52	%		53	%
	1.51		0	%		0	%		0	%		0	%		0	%		50	%		50	%		50	%		50	%		50	%
		0th			15th			25th			35th			45th			55th			65th			75th			85th			100th

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

Does not meet expectations	Meets expectations
Exceeds expectations	Significantly exceeds expectations

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

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

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

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

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

     2.3 Grant of Additional Shares. If the Adjusted Number of Shares is greater than the Target Number of Shares, then, on the Determination Date, the Company shall issue to the Grantee additional shares of Common Stock (the “Additional Shares”) equal to the excess of the Adjusted Number of Shares over the Target Number of Shares as promptly as practical after filing any registration statement, such as a Form S-8, to register such Additional Shares as the Committee in its discretion deems advisable. Notwithstanding any contrary provision of this Notice and the Agreement, if the Grantee’s employment with the Company or a Related Entity is terminated on or prior to 5:00 p.m. Eastern Time on the last day of the Performance Period for any reason, including death, Disability or Retirement, he or she shall not be entitled to receive any Additional Shares for the Performance Period (unless the Committee, in its sole discretion, determines that the Grantee is remaining in the service of the Company or a Related Entity in any capacity of employee, director or consultant).

     2.4 Forfeiture of Initial Shares.

          (a) If the Adjusted Number of Shares is less than the Target Number of Shares, then, on the Determination Date, the number of Initial Shares equal to the excess of the Target Number of Shares over the Adjusted Number of Shares shall automatically be forfeited and deemed re-conveyed to the Company, and the Company shall thereafter be the legal and beneficial owner of such Initial Shares and shall have all rights and interest in or related thereto without further action by the Grantee. After the Determination Date, all references to “Initial Shares” in this Notice and the Agreement shall be deemed to refer to the remaining number of shares, if any, held in escrow for the Grantee after taking into account the forfeiture of shares as set forth in this Section 2.4(a).

          (b) Notwithstanding any contrary provision of this Notice or the Agreement, if the Grantee’s employment with the Company or a Related Entity is terminated on or prior to 5:00 p.m. Eastern Time on the last day of the Performance Period for any reason, other than death, Disability or Retirement, all of the Initial Shares shall automatically be forfeited and deemed re-

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conveyed to the Company on the Grantee’s date of termination, and the Company shall thereafter be the legal and beneficial owner of the Initial Shares and shall have all rights and interest in or related thereto without further action by the Grantee (unless the Committee, in its sole discretion, determines that the Grantee is remaining in the service of the Company or a Related Entity in any capacity of employee, director or consultant).

          (c) The foregoing forfeiture provisions set forth in this Section 2.4 as to Initial Shares shall apply to the new capital stock or other property (including cash paid other than as a regular cash dividend) received in exchange for Initial Shares in consummation of any transaction described in Section 5 of the Agreement.

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

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

3. Vesting and Forfeiture of Common Stock.

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

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

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

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

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

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

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

          (c) On the date of a Change of Control that causes acceleration of vesting of Awards under Section 5 of the Agreement, 100% of the Initial Shares and Additional Shares, if any, held by or in escrow for the Grantee shall vest; or

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

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

     3.2 Forfeiture of Restricted Shares. Vesting shall cease upon the date of termination of the Grantee’s continued employment with the Company or a Related Entity for any reason, other than death, Disability or Retirement (unless the Committee, in its sole discretion, determines that the Grantee is remaining in the service of the Company or a Related Entity in any capacity of employee, director or consultant). In the event the Grantee’s continued employment with the Company or a Related Entity is terminated for any reason, other than death, Disability or Retirement, any Restricted Shares held by or in escrow for the Grantee immediately following such termination of employment shall be deemed re-conveyed to the Company and the Company shall thereafter be the legal and beneficial owner of the Restricted Shares and shall have all rights and interest in or related thereto without further action by the Grantee (unless the Committee, in its sole discretion, determines that the Grantee is remaining in the service of the Company or a Related Entity in any capacity of employee, director or consultant). The foregoing forfeiture provisions set forth in this Section 3.2 as to Restricted Shares shall apply to the new capital stock or other property (including cash paid other than as a regular cash dividend) received in exchange for Restricted Shares in consummation of any transaction described in Section 9 of the Agreement.

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

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

THE GRANTEE ACKNOWLEDGES AND AGREES THAT VESTING OF THE INITIAL SHARES AND ADDITIONAL SHARES, IF ANY, SHALL OCCUR, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS EMPLOYMENT WITH THE COMPANY OR A RELATED ENTITY (NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED THIS AWARD, THE INITIAL SHARES AND ADDITIONAL SHARES, IF ANY, HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE NOR THE AGREEMENT SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEE’S EMPLOYMENT WITH THE COMPANY OR A RELATED ENTITY, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE COMPANY’S OR A RELATED ENTITY’S RIGHT TO TERMINATE THE GRANTEE’S EMPLOYMENT WITH THE COMPANY OR RELATED ENTITY AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY OR A RELATED ENTITY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL. THE GRANTEE AGREES TO REFRAIN FROM FILING AN ELECTION WITH THE U.S. INTERNAL REVENUE SERVICE UNDER SECTION 83(B) OF THE CODE TO INCLUDE IN GROSS INCOME THE AMOUNT OF ANY COMPENSATION TAXABLE IN CONNECTION WITH THE RECEIPT OF THE INITIAL SHARES AND ADDITIONAL SHARES, IF ANY, AND ACKNOWLEDGES THAT SUCH AGREEMENT IS A CONDITION TO THE GRANT BY THE COMPANY OF THIS AWARD, THE INITIAL SHARES AND ADDITIONAL SHARES, IF ANY.

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

Dated:	June 23, 2006	Signed:	/s/ Mark M. Culwell, Jr.
			Mark M. Culwell, Jr.

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UNITED DOMINION REALTY TRUST, INC.

RESTRICTED STOCK AWARD AGREEMENT

Grantee:	Mark M. Culwell, Jr.
Number of Shares:	2,350
Date of Grant:	June 23, 2006
Value as of Grant Date:	$56,250

1. Grant of Shares. United Dominion Realty Trust, Inc. (the “Company”) hereby grants to the Grantee named above (the “Grantee”), as additional compensation for services to be rendered, and subject to the restrictions and the other terms and conditions set forth in this Restricted Stock Award Agreement (this “Agreement”), the number of shares indicated above of the Company’s $0.01 par value common stock (the “Shares”).

2. Vesting of Restricted Stock. Unless the exercisability of this Agreement is accelerated in accordance with Section 5 of this Agreement, 100% of the Shares subject to this Agreement shall vest (become exercisable) on the Determination Date as set forth in the Notice of Performance Contingent Restricted Stock Award.

3. Restrictions.

     (a) The Shares are subject to each of the following restrictions. “Restricted Shares” means those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If the Grantee’s employment with the Company or any Parent or Subsidiary terminates for any reason other than as set forth in paragraph (a) or (b) of Section 4 hereof, then the Grantee shall forfeit all of the Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination and such Restricted Shares shall be re-conveyed to the Company without further consideration or any act or action by the Grantee. Whether military, government or other service or other leave of absence shall constitute a termination of employment shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive. A termination of employment shall not occur (i) in a circumstance in which a Grantee transfers from the Company to one of its Parents or Subsidiaries, transfers from a Parent or Subsidiary to the Company, or transfers from one Parent or Subsidiary to another Parent or Subsidiary, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Grantee’s employer from the Company or any Parent or Subsidiary.

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

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

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

     (b) On the date specified by the Committee in the event of an acceleration of vesting under Section 5 of this Agreement (including, without limitation, upon the occurrence of a Change in Control).

5. Acceleration Provisions.

     (a) Upon the Grantee’s death or Disability during his employment or service as a director or consultant, all restrictions on the Award shall lapse.

     (b) Upon the Grantee’s Retirement, all restrictions on the Award shall lapse.

     (c) Upon the occurrence of a Change of Control, all restrictions on the Award shall lapse.

     (d) In the event of the occurrence of any circumstance, transaction or event not constituting a Change of Control but which the Board deems to be, or to be reasonably likely to lead to, an effective change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of the 1934 Act, the Committee may in its sole discretion declare all restrictions on the Award to have lapsed as of such date as the Committee may, in its sole discretion, declare, which may be on or before the consummation of such transaction or event.

     (e) Regardless of whether an event has occurred as described in clauses (c) and (d) above, the Committee may in its sole discretion at any time determine that all or part of the restrictions on all or a portion of the Award shall lapse as of such date as the Committee may, in its sole discretion, declare.

     (f) If an Award is accelerated under clause (c) or (d) above, the Committee may, in its sole discretion, provide (i) that the Award will be settled in cash rather than Stock, (ii) that the Award will be assumed by another party to the transaction giving rise to the acceleration or otherwise be equitably converted in connection with such transaction, or (iii) any combination of the foregoing.

6. Delivery of Shares. The Shares will be registered in the name of the Grantee as Restricted Stock and may be held by the Company prior to the lapse of the restrictions

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thereon as provided in Section 4 hereof (the “Restricted Period”). Any certificate for Shares issued during the Restricted Period shall be registered in the name of the Grantee and shall bear a legend in substantially the following form:

THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN A RESTRICTED STOCK AWARD AGREEMENT DATED JUNE 23, 2006 BETWEEN THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBY AND UNITED DOMINION REALTY TRUST, INC. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH AGREEMENT, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF UNITED DOMINION REALTY TRUST, INC.

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

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

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

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

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

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

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

13. Payment of Taxes. The Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in the Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. In satisfaction of such tax obligation, the Grantee authorizes the Company, upon the exercise of the Company’s sole discretion, to withhold from those Shares issuable to the Grantee the whole number of Shares sufficient to satisfy the Grantee’s minimum tax withholding obligation. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Subsidiaries will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Grantee.

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

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

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

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

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

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

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

19. Dispute Resolution. The provisions of this Section 19 shall be the exclusive means of resolving disputes arising out of or relating to this Agreement. The Company, the Grantee, and the Grantee’s assignees (the “parties”) shall attempt in good faith to resolve any disputes arising out of or relating to this Agreement by negotiation between individuals who have authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written statement of the party’s position and the name and title of the individual who will represent the party. Within thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation, the parties agree that any suit, action, or proceeding arising out of or relating to this Agreement shall be brought in the United States District Court for the District of Colorado (or should such court lack jurisdiction to hear such action, suit or proceeding, in a state court in Colorado) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 19 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

20. Administration. This Agreement shall be administered by the Compensation Committee of the Board or, at the discretion of the Board from time to time, by the Board. During any time that the Board is acting as administrator of this Agreement, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee shall include the Board. The Committee’s interpretation of this Agreement and all decisions and determinations by the Committee with respect to this Agreement are final, binding, and conclusive on all parties.

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21. Definitions.

     (a) “Award” means any Restricted Stock Award, Performance Unit Award, or Other Stock-Based Award, or any other right or interest relating to Stock or cash, granted to a Grantee under the Agreement.

     (b) “Board” means the Board of Directors of the Company.

     (c) “Change of Control” means and includes each of the following:

          (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated;

          (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 fifty percent (50%) of the outstanding voting securities of the Company, which results in the resignation or addition of fifty percent (50%) or more independent members of the Board.

     (d) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

     (e) “Committee” means the Compensation Committee of the Board.

     (f) “Disability” shall mean any illness or other physical or mental condition of a Grantee that renders the Grantee incapable of performing his customary and usual duties for the Company, or any medically determinable illness or other physical or mental condition resulting from a bodily injury, disease or mental disorder which, in the judgment of the Committee, is permanent and continuous in nature. The Committee may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Grantee’s condition.

     (g) “Fair Market Value”, on any date, means the closing sales price on the New York Stock Exchange on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported.

     (h) “Parent” means a corporation that owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company.

     (i) “Retirement” means a Grantee’s termination of employment with the Company, Parent or Subsidiary after attaining any normal or early retirement age specified in any pension, profit sharing or other retirement program sponsored by such

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company, or, in the event of the inapplicability thereof with respect to the person in question, as determined by the Committee in its reasonable judgment.

     (j) “Stock” means the $0.01 par value common stock of the Company, and such other securities of the Company as may be substituted for Stock pursuant to Section 9 of the Agreement.

     (k) “Subsidiary” means any corporation, limited liability company, partnership or other entity that is directly, or indirectly through one or more intermediaries, controlled by or under common control with the Company.

     (l) “1933 Act” means the Securities Act of 1933, as amended from time to time.

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

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

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

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

GRANTEE:

/s/ Mark M. Culwell, Jr.

Mark M. Culwell, Jr.

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EX-10.2

EXHIBIT 10.2

UNITED DOMINION REALTY TRUST, INC.

RESTRICTED STOCK AWARD AGREEMENT

Grantee:	Mark M. Culwell, Jr.
Number of Shares:	7,418
Date of Grant:	June 23, 2006
Value as of Grant Date:	$26.96 per share

1. Grant of Shares. United Dominion Realty Trust, Inc. (the “Company”) hereby grants to the Grantee named above (the “Grantee”), as additional compensation for services to be rendered, and subject to the restrictions and the other terms and conditions set forth in this Restricted Stock Award Agreement (this “Agreement”), the number of shares indicated above of the Company’s $0.01 par value common stock (the “Shares”).

2. Vesting of Restricted Stock. Unless the exercisability of this Agreement is accelerated in accordance with Section 5 of this Agreement, 100% of the Shares subject to this Agreement shall vest (become exercisable) under the following terms: 1/4 of the Shares shall vest on June 12, 2007; 1/4 of the Shares shall vest on June 12, 2008; 1/4 of the Shares shall vest on June 12, 2009; and the remaining 1/4 of the Shares shall vest on June 12, 2010.

3. Restrictions.

     (a) The Shares are subject to each of the following restrictions. “Restricted Shares” means those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If the Grantee’s employment with the Company or any Parent or Subsidiary terminates for any reason other than as set forth in paragraph (a) or (b) of Section 4 hereof, then the Grantee shall forfeit all of the Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination and such Restricted Shares shall be re-conveyed to the Company without further consideration or any act or action by the Grantee. Whether military, government or other service or other leave of absence shall constitute a termination of employment shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive. A termination of employment shall not occur (i) in a circumstance in which a Grantee transfers from the Company to one of its Parents or Subsidiaries, transfers from a Parent or Subsidiary to the Company, or transfers from one Parent or Subsidiary to another Parent or Subsidiary, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Grantee’s employer from the Company or any Parent or Subsidiary.

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

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

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

     (b) On the date specified by the Committee in the event of an acceleration of vesting under Section 5 of this Agreement (including, without limitation, upon the occurrence of a Change in Control).

5. Acceleration Provisions.

          (a) Upon the Grantee’s death or Disability during his employment or service as a director or consultant, all restrictions on the Award shall lapse.

          (b) Upon the Grantee’s Retirement, all restrictions on the Award shall lapse.

          (c) Upon the occurrence of a Change of Control, all restrictions on the Award shall lapse.

          (d) In the event of the occurrence of any circumstance, transaction or event not constituting a Change of Control but which the Board deems to be, or to be reasonably likely to lead to, an effective change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of the 1934 Act, the Committee may in its sole discretion declare all restrictions on the Award to have lapsed as of such date as the Committee may, in its sole discretion, declare, which may be on or before the consummation of such transaction or event.

          (e) Regardless of whether an event has occurred as described in clauses (c) and (d) above, the Committee may in its sole discretion at any time determine that all or part of the restrictions on all or a portion of the Award shall lapse as of such date as the Committee may, in its sole discretion, declare.

          (f) If an Award is accelerated under clause (c) or (d) above, the Committee may, in its sole discretion, provide (i) that the Award will be settled in cash rather than Stock, (ii) that the Award will be assumed by another party to the transaction giving rise to the acceleration or otherwise be equitably converted in connection with such transaction, or (iii) any combination of the foregoing.

6. Delivery of Shares. The Shares will be registered in the name of the Grantee as Restricted Stock and may be held by the Company prior to the lapse of the restrictions

2

thereon as provided in Section 4 hereof (the “Restricted Period”). Any certificate for Shares issued during the Restricted Period shall be registered in the name of the Grantee and shall bear a legend in substantially the following form:

THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN A RESTRICTED STOCK AWARD AGREEMENT DATED JUNE 23, 2006 BETWEEN THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBY AND UNITED DOMINION REALTY TRUST, INC. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH AGREEMENT, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF UNITED DOMINION REALTY TRUST, INC.

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

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

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

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

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

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

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

13. Payment of Taxes.

     (a) The Grantee upon issuance of the Shares hereunder, shall be authorized to make an election to be taxed upon such award under Section 83(b) of the Code. To effect such election, the Grantee must file an appropriate election with the Internal Revenue Service within thirty (30) days after award of the Shares and otherwise in accordance with applicable Treasury Regulations.

     (b) The Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in the Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. In satisfaction of such tax obligation, the Grantee authorizes the Company, upon the exercise of the Company’s sole discretion, to withhold from those Shares issuable to the Grantee the whole number of Shares sufficient to satisfy the Grantee’s minimum tax withholding obligation. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Subsidiaries will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Grantee.

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

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

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

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

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

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

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

19. Dispute Resolution. The provisions of this Section 19 shall be the exclusive means of resolving disputes arising out of or relating to this Agreement. The Company, the Grantee, and the Grantee’s assignees (the “parties”) shall attempt in good faith to resolve any disputes arising out of or relating to this Agreement by negotiation between individuals who have authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written statement of the party’s position and the name and title of the individual who will represent the party. Within thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation, the parties agree that any suit, action, or proceeding arising out of or relating to this Agreement shall be brought in the United States District Court for the District of Colorado (or should such court lack jurisdiction to hear such action, suit or proceeding, in a state court in Colorado) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 19 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

20. Administration. This Agreement shall be administered by the Compensation Committee of the Board or, at the discretion of the Board from time to time, by the Board. During any time that the Board is acting as administrator of this Agreement, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee shall include the Board. The Committee’s interpretation of this Agreement

5

and all decisions and determinations by the Committee with respect to this Agreement are final, binding, and conclusive on all parties.

21. Definitions.

     (a) “Award” means any Restricted Stock Award, Performance Unit Award, or Other Stock-Based Award, or any other right or interest relating to Stock or cash, granted to a Grantee under the Agreement.

     (b) “Board” means the Board of Directors of the Company.

     (c) “Change of Control” means and includes each of the following:

               (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated;

               (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 fifty percent (50%) of the outstanding voting securities of the Company, which results in the resignation or addition of fifty percent (50%) or more independent members of the Board.

     (d) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

     (e) “Committee” means the Compensation Committee of the Board.

     (f) “Disability” shall mean any illness or other physical or mental condition of a Grantee that renders the Grantee incapable of performing his customary and usual duties for the Company, or any medically determinable illness or other physical or mental condition resulting from a bodily injury, disease or mental disorder which, in the judgment of the Committee, is permanent and continuous in nature. The Committee may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Grantee’s condition.

     (g) “Fair Market Value”, on any date, means the closing sales price on the New York Stock Exchange on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported.

     (h) “Parent” means a corporation that owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company.

6

     (i) “Retirement” means a Grantee’s termination of employment with the Company, Parent or Subsidiary after attaining any normal or early retirement age specified in any pension, profit sharing or other retirement program sponsored by such company, or, in the event of the inapplicability thereof with respect to the person in question, as determined by the Committee in its reasonable judgment.

     (j) “Stock” means the $0.01 par value common stock of the Company, and such other securities of the Company as may be substituted for Stock pursuant to Section 9 of the Agreement.

     (k) “Subsidiary” means any corporation, limited liability company, partnership or other entity that is directly, or indirectly through one or more intermediaries, controlled by or under common control with the Company.

     (l) “1933 Act” means the Securities Act of 1933, as amended from time to time.

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

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

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

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

GRANTEE:
 

/s/ Mark M. Culwell, Jr.  

Mark M. Culwell, Jr. 

7

EX-10.3

EXHIBIT 10.3

UNITED DOMINION REALTY TRUST, INC.
RESTRICTED STOCK AWARD AGREEMENT

Grantee:	Mark M. Culwell, Jr.
Number of Shares:	37,092
Date of Grant:	June 23, 2006
Value as of Grant Date:	$26.96 per share

1. Grant of Shares. United Dominion Realty Trust, Inc. (the “Company”) hereby grants to the Grantee named above (the “Grantee”), as additional compensation for services to be rendered, and subject to the restrictions and the other terms and conditions set forth in this Restricted Stock Award Agreement (this “Agreement”), the number of shares indicated above of the Company’s $0.01 par value common stock (the “Shares”).

2. Vesting of Restricted Stock. Unless the exercisability of this Agreement is accelerated in accordance with Section 5 of this Agreement, 100% of the Shares subject to this Agreement shall vest (become exercisable) on June 12, 2009.

3. Restrictions.

     (a) The Shares are subject to each of the following restrictions. “Restricted Shares” means those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If the Grantee’s employment with the Company or any Parent or Subsidiary terminates for any reason other than as set forth in paragraph (a) or (b) of Section 4 hereof, then the Grantee shall forfeit all of the Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination and such Restricted Shares shall be re-conveyed to the Company without further consideration or any act or action by the Grantee. Whether military, government or other service or other leave of absence shall constitute a termination of employment shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive. A termination of employment shall not occur (i) in a circumstance in which a Grantee transfers from the Company to one of its Parents or Subsidiaries, transfers from a Parent or Subsidiary to the Company, or transfers from one Parent or Subsidiary to another Parent or Subsidiary, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Grantee’s employer from the Company or any Parent or Subsidiary.

     (b) The restrictions imposed under this Section 3 shall apply to all shares of the Company’s stock or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, re-capitalization,

1

stock dividend or other change in corporate structure affecting the common stock of the Company.

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

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

     (b) On the date specified by the Committee in the event of an acceleration of vesting under Section 5 of this Agreement (including, without limitation, upon the occurrence of a Change in Control).

     5. Acceleration Provisions.

          (a) Upon the Grantee’s death or Disability during his employment or service as a director or consultant, all restrictions on the Award shall lapse.

          (b) Upon the Grantee’s Retirement, all restrictions on the Award shall lapse.

          (c) Upon the occurrence of a Change of Control, all restrictions on the Award shall lapse.

          (d) In the event of the occurrence of any circumstance, transaction or event not constituting a Change of Control but which the Board deems to be, or to be reasonably likely to lead to, an effective change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of the 1934 Act, the Committee may in its sole discretion declare all restrictions on the Award to have lapsed as of such date as the Committee may, in its sole discretion, declare, which may be on or before the consummation of such transaction or event.

          (e) Regardless of whether an event has occurred as described in clauses (c) and (d) above, the Committee may in its sole discretion at any time determine that all or part of the restrictions on all or a portion of the Award shall lapse as of such date as the Committee may, in its sole discretion, declare.

          (f) If an Award is accelerated under clause (c) or (d) above, the Committee may, in its sole discretion, provide (i) that the Award will be settled in cash rather than Stock, (ii) that the Award will be assumed by another party to the transaction giving rise to the acceleration or otherwise be equitably converted in connection with such transaction, or (iii) any combination of the foregoing.

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

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THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN A RESTRICTED STOCK AWARD AGREEMENT DATED JUNE 23, 2006 BETWEEN THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBY AND UNITED DOMINION REALTY TRUST, INC. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH AGREEMENT, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF UNITED DOMINION REALTY TRUST, INC.

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

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

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

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

10. Stop Transfer Notices. In order to ensure compliance with the restrictions on transfer set forth in this Agreement, the Company may issue appropriate “stop transfer”

3

instructions to its transfer agent, if any, and, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

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

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

13. Payment of Taxes.

     (a) The Grantee upon issuance of the Shares hereunder, shall be authorized to make an election to be taxed upon such award under Section 83(b) of the Code. To effect such election, the Grantee must file an appropriate election with the Internal Revenue Service within thirty (30) days after award of the Shares and otherwise in accordance with applicable Treasury Regulations.

     (b) The Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in the Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. In satisfaction of such tax obligation, the Grantee authorizes the Company, upon the exercise of the Company’s sole discretion, to withhold from those Shares issuable to the Grantee the whole number of Shares sufficient to satisfy the Grantee’s minimum tax withholding obligation. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Subsidiaries will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Grantee.

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

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

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

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

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

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

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

19. Dispute Resolution. The provisions of this Section 19 shall be the exclusive means of resolving disputes arising out of or relating to this Agreement. The Company, the Grantee, and the Grantee’s assignees (the “parties”) shall attempt in good faith to resolve any disputes arising out of or relating to this Agreement by negotiation between individuals who have authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written statement of the party’s position and the name and title of the individual who will represent the party. Within thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation, the parties agree that any suit, action, or proceeding arising out of or relating to this Agreement shall be brought in the United States District Court for the District of Colorado (or should such court lack jurisdiction to hear such action, suit or proceeding, in a state court in Colorado) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 19 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

20. Administration. This Agreement shall be administered by the Compensation Committee of the Board or, at the discretion of the Board from time to time, by the Board. During any time that the Board is acting as administrator of this Agreement, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee shall include the Board. The Committee’s interpretation of this Agreement and all decisions and determinations by the Committee with respect to this Agreement are final, binding, and conclusive on all parties.

5

21. Definitions.

     (a) “Award” means any Restricted Stock Award, Performance Unit Award, or Other Stock-Based Award, or any other right or interest relating to Stock or cash, granted to a Grantee under the Agreement.

     (b) “Board” means the Board of Directors of the Company.

     (c) “Change of Control” means and includes each of the following:

          (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated;

          (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 fifty percent (50%) of the outstanding voting securities of the Company, which results in the resignation or addition of fifty percent (50%) or more independent members of the Board.

     (d) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

     (e) “Committee” means the Compensation Committee of the Board.

     (f) “Disability” shall mean any illness or other physical or mental condition of a Grantee that renders the Grantee incapable of performing his customary and usual duties for the Company, or any medically determinable illness or other physical or mental condition resulting from a bodily injury, disease or mental disorder which, in the judgment of the Committee, is permanent and continuous in nature. The Committee may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Grantee’s condition.

     (g) “Fair Market Value”, on any date, means the closing sales price on the New York Stock Exchange on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported.

     (h) “Parent” means a corporation that owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company.

     (i) “Retirement” means a Grantee’s termination of employment with the Company, Parent or Subsidiary after attaining any normal or early retirement age specified in any pension, profit sharing or other retirement program sponsored by such

6

company, or, in the event of the inapplicability thereof with respect to the person in question, as determined by the Committee in its reasonable judgment.

     (j) “Stock” means the $0.01 par value common stock of the Company, and such other securities of the Company as may be substituted for Stock pursuant to Section 9 of the Agreement.

     (k) “Subsidiary” means any corporation, limited liability company, partnership or other entity that is directly, or indirectly through one or more intermediaries, controlled by or under common control with the Company.

     (l) “1933 Act” means the Securities Act of 1933, as amended from time to time.

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

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

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

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

GRANTEE:
 

/s/ Mark M. Culwell, Jr.  

Mark M. Culwell, Jr. 

7

EX-99.1

Exhibit 99.1

Mature Market Trends As of May 2006 P R E D I C T A B I L I T Y through H I G H P E R F O R M A N C E

Safe Harbor Statement Statements contained in this presentation, 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 apartment demand or supply in the Company's markets and the effect on occupancy and rental rates; changing economic conditions; changes in household growth or population; the impact of competition and competitive pricing; acquisitions or new developments may not achieve anticipated results; delays in completing developments and lease-ups on schedule; difficulties in selling existing apartment communities on favorable terms or the timing and closing of planned dispositions under agreement; the shortage of available acquisition candidates; the imposition of federal taxes if we fail to qualify as a REIT in any taxable year; failure to generate sufficient revenue, which could create refinancing risk and impair debt service payments and shareholder distributions; increases in property and liability insurance costs; risks arising from environmental issues or natural disasters; effects of the Company's accounting or other policies 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 presentation are made as of today, based upon information known to management as of the date hereof, and 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.

Definitions 3

United Dominion Realty Trust

Rental Income and Fees by Market (Mature Communities)

	Units		May-05		Jun-05		Jul-05		Aug-05		Sep-05		Oct-05		Nov-05		Dec-05		Jan-06		Feb-06		Mar-06		Apr-06		May-06
Net Rent
Atlanta GA		1,426		820,344		812,677		801,180		804,143		818,734		835,420		848,845		872,791		864,041		866,689		887,123		873,996		872,166
Austin TX		1,425		885,249		868,985		895,066		902,436		905,921		923,679		921,449		917,397		921,815		924,598		947,992		943,539		955,749
Baltimore		1,819		1,675,090		1,691,754		1,692,216		1,713,066		1,754,462		1,741,481		1,745,642		1,731,373		1,757,739		1,717,453		1,761,368		1,792,236		1,811,960
Charlotte NC		1,686		1,029,656		1,029,922		1,035,453		1,052,740		1,050,755		1,049,373		1,065,284		1,039,124		1,052,791		1,072,062		1,077,251		1,058,962		1,071,673
Columbia SC		1,584		922,123		931,628		938,224		939,671		957,831		931,688		929,055		923,647		922,650		918,682		942,187		940,694		945,684
Columbus OH		2,530		1,567,156		1,563,328		1,542,775		1,586,785		1,578,097		1,586,543		1,628,700		1,615,561		1,626,884		1,620,863		1,648,627		1,607,986		1,617,746
Dallas TX		1,207		912,640		901,066		920,893		929,185		925,758		951,331		938,010		937,905		938,903		922,598		942,216		930,240		935,754
Denver, CO		884		544,215		547,532		524,794		511,899		557,710		550,601		566,132		564,146		557,812		541,010		547,476		559,015		560,066
Ft Worth TX		1,828		1,071,408		1,087,871		1,104,325		1,116,114		1,114,406		1,094,503		1,094,492		1,086,196		1,100,990		1,117,847		1,114,466		1,089,924		1,101,204
Houston TX		5,447		3,159,150		3,154,359		3,104,646		3,171,999		3,244,483		3,292,682		3,280,031		3,277,859		3,304,528		3,316,785		3,341,356		3,325,139		3,287,430
Jacksonville FL		1,157		805,267		826,118		814,748		812,977		814,861		822,207		821,412		816,980		832,632		825,751		830,215		841,693		849,996
Metro DC		1,823		1,959,278		1,962,931		1,925,988		1,965,548		1,967,535		1,954,803		1,948,797		1,957,664		2,001,369		1,989,073		2,003,883		1,993,779		2,005,468
Monterey (Salinas)		1,568		1,329,686		1,357,537		1,341,220		1,335,020		1,362,133		1,339,482		1,345,652		1,234,605		1,250,953		1,266,391		1,286,548		1,277,262		1,303,663
Nashville TN		2,580		1,675,060		1,704,692		1,679,952		1,703,411		1,737,312		1,717,587		1,722,214		1,720,397		1,722,587		1,743,792		1,762,710		1,770,531		1,771,579
Norfolk Va Beach NN		1,438		1,112,503		1,146,291		1,126,244		1,147,049		1,157,653		1,169,936		1,144,542		1,137,974		1,173,122		1,167,894		1,194,227		1,183,682		1,197,241
Northern California		2,024		2,179,184		2,202,074		2,195,101		2,180,558		2,259,804		2,239,658		2,229,960		2,234,552		2,285,761		2,271,342		2,303,777		2,267,837		2,291,838
Orlando		3,780		2,746,282		2,761,320		2,804,169		2,854,143		2,924,759		2,905,849		2,949,948		2,941,134		2,975,078		2,979,515		3,065,132		3,030,714		3,084,141
Other Florida		1,528		1,229,227		1,219,906		1,205,686		1,232,179		1,304,570		1,280,257		1,296,872		1,310,424		1,308,200		1,331,708		1,355,791		1,353,775		1,361,053
Other MidAtlantic		1,156		921,123		952,527		941,561		931,155		943,416		901,057		928,554		898,568		937,606		936,215		943,868		914,236		931,654
Other Midwestern		444		288,734		297,533		278,459		283,207		282,499		282,984		285,982		286,701		286,040		286,403		296,680		275,829		283,338
Other North Carolina		841		451,281		454,876		454,386		482,667		470,294		476,870		468,959		448,271		462,555		475,800		504,039		492,516		501,768
Other Southeastern		168		53,253		70,860		63,734		58,736		63,718		60,246		60,788		63,731		61,849		63,707		64,332		66,424		64,914
Other Southwestern		2,302		1,505,416		1,517,115		1,508,879		1,529,584		1,539,933		1,529,864		1,535,425		1,516,318		1,512,488		1,487,977		1,535,837		1,529,345		1,521,400
Other Virginia		820		749,765		756,787		764,158		766,836		797,355		768,158		759,499		738,362		730,320		744,651		747,544		777,326		793,039
Phoenix, AZ		914		676,334		684,948		661,946		665,981		684,116		718,894		719,341		736,098		750,653		750,769		765,342		767,775		762,883
Portland, OR		1,365		825,108		850,042		835,887		870,071		899,163		907,199		895,080		896,034		887,143		899,659		900,948		883,505		878,033
Raleigh Durham		3,463		2,110,525		2,075,351		2,063,454		2,061,426		2,131,980		2,084,667		2,114,297		2,101,974		2,123,742		2,146,822		2,171,623		2,150,483		2,178,448
Richmond Petersburg		2,060		1,559,592		1,625,852		1,588,202		1,605,930		1,611,411		1,602,105		1,634,236		1,616,201		1,626,249		1,635,312		1,638,885		1,626,943		1,640,035
Seattle,WA		1,575		1,145,925		1,150,287		1,138,960		1,102,920		1,160,463		1,125,216		1,139,461		1,096,942		1,139,497		1,183,088		1,218,898		1,200,573		1,195,269
Southern California		7,018		8,012,411		8,101,244		8,038,466		8,046,556		8,333,355		8,384,368		8,355,710		8,338,461		8,410,025		8,486,214		8,509,868		8,478,384		8,528,625
Tampa FL		3,418		2,585,005		2,596,715		2,567,043		2,581,868		2,654,004		2,642,230		2,662,095		2,688,203		2,739,976		2,775,198		2,836,873		2,819,150		2,829,813
Wilmington NC		1,868		1,247,808		1,256,589		1,245,421		1,309,858		1,264,750		1,276,583		1,249,337		1,243,060		1,241,010		1,253,865		1,290,497		1,264,142		1,285,638
Total		63,146		47,755,797		48,160,718		47,803,236		48,255,720		49,273,241		49,147,522		49,285,801		48,988,653		49,507,007		49,719,734		50,437,578		50,087,636		50,419,267

United Dominion Realty Trust

Rental Income and Fees by Market (Mature Communities)

	Units		May-05			Jun-05			Jul-05			Aug-05			Sep-05			Oct-05			Nov-05			Dec-05			Jan-06			Feb-06			Mar-06			Apr-06			May-06
Concessions As a % of Net Rent
Atlanta GA		1,426		2.41	%		2.31	%		2.67	%		3.27	%		3.01	%		4.31	%		2.47	%		1.89	%		1.58	%		1.91	%		3.03	%		2.13	%		2.16	%
Austin TX		1,425		3.25	%		3.71	%		3.76	%		3.54	%		3.48	%		2.69	%		2.30	%		1.69	%		1.46	%		2.45	%		2.05	%		1.77	%		1.75	%
Baltimore		1,819		0.95	%		0.78	%		0.99	%		1.07	%		0.59	%		0.75	%		1.37	%		1.29	%		0.92	%		1.34	%		2.11	%		0.42	%		0.41	%
Charlotte NC		1,686		2.41	%		3.51	%		4.05	%		2.66	%		2.00	%		2.48	%		2.65	%		4.39	%		3.35	%		3.31	%		3.55	%		3.89	%		3.88	%
Columbia SC		1,584		3.01	%		2.47	%		2.15	%		2.19	%		1.22	%		1.61	%		1.54	%		2.26	%		2.13	%		2.01	%		2.08	%		1.60	%		2.16	%
Columbus OH		2,530		2.47	%		3.13	%		3.38	%		3.98	%		3.78	%		3.37	%		1.94	%		2.54	%		1.84	%		2.40	%		2.13	%		2.32	%		3.16	%
Dallas TX		1,207		0.95	%		1.61	%		1.45	%		0.83	%		1.23	%		0.78	%		0.67	%		0.63	%		0.49	%		0.83	%		0.76	%		0.66	%		1.03	%
Denver, CO		884		3.66	%		3.07	%		5.45	%		8.71	%		2.45	%		3.14	%		1.93	%		1.16	%		1.93	%		1.67	%		5.13	%		4.43	%		4.38	%
Ft Worth TX		1,828		1.89	%		0.95	%		1.42	%		2.42	%		1.07	%		1.61	%		2.02	%		2.07	%		3.09	%		2.00	%		1.69	%		2.09	%		2.14	%
Houston TX		5,447		2.18	%		2.67	%		2.73	%		2.21	%		2.76	%		1.45	%		1.39	%		1.15	%		1.26	%		1.29	%		1.12	%		1.31	%		1.65	%
Jacksonville FL		1,157		0.58	%		0.45	%		0.46	%		0.52	%		0.90	%		0.54	%		1.20	%		0.55	%		0.49	%		0.38	%		0.70	%		0.32	%		0.96	%
Metro DC		1,823		1.01	%		0.97	%		1.04	%		1.67	%		2.05	%		1.71	%		3.36	%		1.89	%		1.04	%		1.15	%		1.22	%		1.21	%		1.25	%
Monterey (Salinas)		1,568		0.82	%		1.28	%		2.04	%		3.11	%		2.85	%		2.33	%		1.61	%		3.34	%		3.68	%		2.14	%		2.58	%		2.21	%		2.98	%
Nashville TN		2,580		1.69	%		1.84	%		2.17	%		2.11	%		1.93	%		1.52	%		1.70	%		1.95	%		1.61	%		1.95	%		2.18	%		1.57	%		1.79	%
Norfolk Va Beach NN		1,438		1.28	%		0.49	%		0.73	%		0.78	%		0.77	%		1.27	%		0.74	%		1.06	%		1.02	%		1.25	%		1.28	%		0.95	%		1.17	%
Northern California		2,024		1.91	%		2.33	%		2.88	%		4.10	%		1.48	%		2.42	%		2.84	%		2.30	%		2.04	%		1.39	%		1.51	%		2.63	%		2.31	%
Orlando		3,780		0.95	%		1.10	%		1.06	%		0.56	%		0.29	%		0.16	%		0.18	%		0.20	%		0.13	%		0.08	%		0.33	%		0.43	%		0.22	%
Other Florida		1,528		1.34	%		1.55	%		2.33	%		2.72	%		0.85	%		0.47	%		0.16	%		0.07	%		0.06	%		0.08	%		0.15	%		0.32	%		0.34	%
Other MidAtlantic		1,156		1.47	%		0.43	%		0.48	%		1.52	%		1.66	%		1.69	%		3.17	%		3.31	%		1.44	%		1.07	%		3.26	%		1.08	%		1.92	%
Other Midwestern		444		2.94	%		0.97	%		3.17	%		3.03	%		3.55	%		5.31	%		3.91	%		2.33	%		2.36	%		3.15	%		4.24	%		2.68	%		4.04	%
Other North Carolina		841		0.60	%		1.79	%		1.73	%		1.50	%		1.05	%		0.61	%		0.69	%		1.67	%		3.23	%		1.02	%		0.20	%		0.08	%		0.15	%
Other Southeastern		168		2.77	%		2.95	%		4.92	%		5.02	%		3.62	%		5.77	%		4.02	%		3.73	%		6.22	%		3.65	%		2.57	%		0.32	%		1.71	%
Other Southwestern		2,302		1.48	%		1.67	%		1.67	%		1.40	%		1.09	%		1.18	%		1.07	%		1.03	%		1.33	%		2.81	%		0.98	%		0.59	%		1.27	%
Other Virginia		820		2.29	%		1.06	%		0.27	%		0.55	%		0.62	%		1.30	%		1.94	%		2.23	%		3.07	%		4.39	%		4.21	%		3.06	%		2.04	%
Phoenix, AZ		914		11.65	%		10.78	%		14.86	%		14.52	%		13.33	%		8.59	%		5.93	%		4.96	%		6.26	%		7.62	%		7.11	%		5.66	%		5.56	%
Portland, OR		1,365		5.93	%		7.62	%		6.88	%		5.45	%		3.51	%		2.03	%		3.14	%		4.10	%		4.62	%		2.93	%		3.32	%		4.85	%		6.42	%
Raleigh Durham		3,463		2.94	%		4.57	%		4.93	%		6.16	%		2.65	%		5.17	%		3.39	%		3.87	%		3.00	%		2.32	%		2.86	%		2.51	%		3.24	%
Richmond Petersburg		2,060		2.05	%		1.35	%		2.11	%		2.03	%		1.99	%		2.65	%		1.66	%		1.44	%		1.52	%		1.27	%		1.17	%		2.50	%		1.55	%
Seattle,WA		1,575		2.20	%		2.18	%		2.16	%		2.97	%		2.06	%		3.63	%		5.53	%		7.99	%		4.94	%		2.59	%		2.45	%		3.73	%		2.03	%
Southern California		7,018		2.85	%		1.71	%		1.91	%		3.69	%		1.88	%		1.55	%		1.76	%		1.98	%		1.93	%		1.57	%		1.90	%		2.42	%		2.62	%
Tampa FL		3,418		1.60	%		2.10	%		2.41	%		2.56	%		2.04	%		1.35	%		1.35	%		1.26	%		0.83	%		0.67	%		0.44	%		0.25	%		0.22	%
Wilmington NC		1,868		0.29	%		0.48	%		0.43	%		0.23	%		0.22	%		0.55	%		1.49	%		1.17	%		1.43	%		0.90	%		1.77	%		1.03	%		1.38	%
Total		63,146		2.14	%		2.09	%		2.37	%		2.82	%		1.97	%		1.92	%		1.91	%		2.00	%		1.81	%		1.65	%		1.82	%		1.81	%		1.95	%

United Dominion Realty Trust

Monthly Occupancy By Market (Mature Communities)

		Jan			Feb			Mar			Apr			May			Jun			Jul			Aug			Sep			Oct			Nov			Dec
Atlanta GA	2002		90.53	%		91.37	%		91.65	%		90.87	%		89.55	%		89.43	%		87.41	%		86.75	%		86.55	%		86.34	%		90.15	%		92.09	%
Atlanta GA	2003		92.55	%		92.08	%		92.13	%		91.53	%		90.90	%		89.94	%		91.08	%		90.62	%		89.74	%		90.49	%		90.25	%		90.81	%
Atlanta GA	2004		90.36	%		90.67	%		90.13	%		90.79	%		92.71	%		93.50	%		93.10	%		92.55	%		92.90	%		91.37	%		90.62	%		91.46	%
Atlanta GA	2005		91.70	%		92.76	%		92.74	%		92.86	%		93.22	%		91.47	%		90.57	%		91.49	%		91.99	%		94.28	%		95.39	%		96.21	%
Atlanta GA	2006		95.39	%		95.69	%		96.28	%		96.30	%		95.83	%
Austin TX	2002		85.24	%		86.32	%		86.81	%		86.06	%		89.11	%		88.69	%		92.80	%		92.45	%		89.25	%		86.54	%		83.87	%		82.46	%
Austin TX	2003		80.57	%		80.44	%		81.43	%		84.91	%		85.62	%		82.66	%		82.42	%		84.61	%		85.24	%		86.20	%		89.56	%		91.94	%
Austin TX	2004		92.01	%		90.79	%		90.95	%		92.33	%		91.67	%		91.60	%		94.07	%		96.53	%		96.04	%		94.13	%		94.41	%		94.58	%
Austin TX	2005		94.71	%		95.50	%		94.62	%		94.74	%		94.62	%		94.78	%		95.61	%		96.86	%		96.89	%		96.61	%		96.33	%		96.21	%
Austin TX	2006		95.19	%		95.95	%		96.39	%		96.42	%		96.44	%
Baltimore	2002		97.38	%		96.57	%		96.20	%		96.36	%		96.71	%		95.97	%		95.32	%		94.97	%		94.64	%		95.60	%		96.34	%		95.86	%
Baltimore	2003		96.01	%		96.23	%		96.19	%		95.45	%		95.78	%		95.76	%		95.74	%		95.53	%		95.32	%		95.71	%		96.07	%		95.70	%
Baltimore	2004		96.60	%		97.01	%		96.63	%		97.25	%		96.67	%		96.48	%		96.39	%		95.97	%		97.12	%		96.70	%		96.72	%		97.28	%
Baltimore	2005		96.16	%		95.88	%		96.08	%		96.27	%		95.35	%		96.03	%		96.12	%		96.36	%		96.86	%		97.06	%		97.43	%		96.34	%
Baltimore	2006		95.66	%		95.57	%		96.78	%		96.85	%		96.88	%
Charlotte NC	2002		89.41	%		89.07	%		86.53	%		85.97	%		88.51	%		89.89	%		91.22	%		92.51	%		91.95	%		92.42	%		96.25	%		96.74	%
Charlotte NC	2003		96.86	%		95.68	%		95.30	%		95.88	%		96.16	%		96.21	%		95.35	%		94.31	%		92.93	%		91.82	%		91.34	%		91.62	%
Charlotte NC	2004		90.93	%		92.16	%		91.75	%		91.23	%		91.38	%		90.25	%		91.03	%		93.12	%		92.81	%		92.88	%		93.05	%		92.49	%
Charlotte NC	2005		94.31	%		96.29	%		96.50	%		94.82	%		93.76	%		93.41	%		94.13	%		93.98	%		93.63	%		93.52	%		93.95	%		94.36	%
Charlotte NC	2006		93.95	%		93.89	%		93.73	%		93.28	%		92.81	%
Columbia SC	2002		94.23	%		94.38	%		94.35	%		94.31	%		94.93	%		93.72	%		93.88	%		96.69	%		96.37	%		95.38	%		96.32	%		95.68	%
Columbia SC	2003		94.12	%		93.69	%		93.64	%		93.55	%		93.29	%		92.09	%		92.89	%		94.43	%		93.83	%		91.87	%		90.88	%		90.64	%
Columbia SC	2004		91.30	%		91.62	%		92.12	%		92.99	%		94.49	%		94.14	%		93.70	%		94.78	%		92.80	%		92.31	%		92.15	%		92.41	%
Columbia SC	2005		93.11	%		94.00	%		94.26	%		95.66	%		96.04	%		96.05	%		96.46	%		97.16	%		96.29	%		95.24	%		94.67	%		94.46	%
Columbia SC	2006		94.41	%		94.03	%		94.07	%		93.89	%		95.56	%
Columbus OH	2002		93.87	%		94.77	%		95.60	%		95.30	%		95.32	%		94.10	%		92.70	%		93.36	%		93.21	%		93.04	%		93.06	%		93.36	%
Columbus OH	2003		93.74	%		93.46	%		92.83	%		93.17	%		93.56	%		93.56	%		93.85	%		94.51	%		95.17	%		94.27	%		92.96	%		91.55	%
Columbus OH	2004		90.64	%		90.86	%		92.51	%		92.38	%		91.86	%		92.05	%		91.38	%		92.10	%		92.69	%		91.52	%		91.56	%		92.20	%
Columbus OH	2005		93.45	%		93.69	%		93.25	%		91.98	%		91.60	%		90.72	%		90.42	%		91.71	%		92.91	%		93.49	%		93.72	%		94.28	%
Columbus OH	2006		94.17	%		94.44	%		94.55	%		93.61	%		93.70	%

United Dominion Realty Trust

Monthly Occupancy By Market (Mature Communities)

		Jan			Feb			Mar			Apr			May			Jun			Jul			Aug			Sep			Oct			Nov			Dec
Dallas TX	2002		94.52	%		94.37	%		93.81	%		93.78	%		93.91	%		93.36	%		93.41	%		92.78	%		91.94	%		93.12	%		93.63	%		94.41	%
Dallas TX	2003		95.48	%		95.78	%		95.50	%		95.42	%		95.37	%		95.08	%		95.28	%		95.50	%		94.93	%		94.51	%		94.34	%		95.11	%
Dallas TX	2004		96.17	%		95.91	%		96.07	%		95.88	%		96.17	%		96.20	%		96.67	%		95.88	%		95.59	%		95.66	%		95.70	%		96.04	%
Dallas TX	2005		96.62	%		96.19	%		95.61	%		94.81	%		94.78	%		95.66	%		96.22	%		96.69	%		96.49	%		96.98	%		97.34	%		96.64	%
Dallas TX	2006		96.39	%		96.04	%		95.98	%		95.19	%		96.14	%
Denver CO	2002		82.96	%		82.37	%		82.19	%		83.20	%		88.01	%		88.01	%		85.78	%		84.18	%		83.52	%		82.88	%		83.54	%		84.21	%
Denver CO	2003		84.41	%		85.83	%		86.83	%		88.11	%		88.78	%		90.68	%		91.32	%		90.94	%		90.63	%		89.47	%		89.91	%		89.40	%
Denver CO	2004		91.81	%		93.23	%		93.70	%		93.36	%		92.69	%		92.62	%		93.53	%		94.73	%		93.98	%		92.33	%		92.30	%		92.99	%
Denver CO	2005		92.33	%		92.32	%		91.73	%		91.11	%		90.57	%		90.88	%		91.17	%		92.14	%		93.24	%		92.36	%		90.87	%		89.35	%
Denver CO	2006		89.32	%		88.26	%		89.14	%		90.70	%		90.93	%
Ft Worth TX	2002		94.92	%		94.69	%		95.30	%		94.74	%		95.04	%		94.57	%		93.96	%		93.92	%		93.33	%		93.41	%		94.74	%		95.45	%
Ft Worth TX	2003		94.84	%		94.61	%		94.87	%		94.46	%		94.92	%		94.87	%		93.90	%		94.40	%		93.69	%		93.96	%		93.46	%		93.90	%
Ft Worth TX	2004		93.76	%		94.08	%		93.19	%		92.82	%		91.96	%		91.71	%		92.96	%		93.01	%		93.45	%		93.52	%		93.02	%		94.15	%
Ft Worth TX	2005		94.35	%		94.21	%		94.36	%		93.12	%		93.22	%		93.56	%		94.35	%		96.33	%		95.52	%		94.58	%		95.07	%		95.28	%
Ft Worth TX	2006		96.37	%		96.59	%		95.14	%		93.75	%		94.50	%
Houston TX	2002		94.85	%		95.31	%		95.44	%		96.07	%		95.92	%		95.27	%		94.89	%		93.40	%		91.57	%		91.12	%		91.29	%		90.10	%
Houston TX	2003		89.13	%		89.60	%		90.11	%		91.42	%		92.17	%		90.74	%		90.21	%		89.66	%		89.30	%		90.37	%		90.28	%		89.37	%
Houston TX	2004		90.35	%		90.23	%		90.79	%		91.26	%		91.59	%		90.98	%		91.76	%		91.24	%		90.84	%		90.81	%		90.67	%		90.68	%
Houston TX	2005		91.72	%		92.42	%		93.68	%		93.96	%		93.36	%		93.23	%		93.11	%		93.27	%		95.09	%		94.91	%		95.24	%		95.08	%
Houston TX	2006		95.07	%		95.35	%		95.27	%		94.51	%		94.39	%
Jacksonville FL	2002		93.71	%		95.05	%		94.73	%		94.49	%		95.10	%		93.86	%		94.45	%		95.29	%		95.20	%		95.26	%		96.52	%		96.69	%
Jacksonville FL	2003		96.85	%		96.28	%		96.31	%		96.08	%		96.09	%		96.46	%		95.45	%		95.98	%		95.94	%		95.90	%		95.33	%		94.53	%
Jacksonville FL	2004		94.57	%		93.47	%		93.71	%		93.22	%		93.52	%		93.60	%		93.90	%		93.39	%		93.07	%		91.08	%		92.01	%		93.99	%
Jacksonville FL	2005		95.37	%		96.02	%		96.54	%		96.50	%		95.85	%		95.49	%		95.72	%		94.95	%		95.10	%		93.88	%		95.31	%		95.12	%
Jacksonville FL	2006		94.94	%		94.45	%		94.04	%		94.47	%		94.59	%

United Dominion Realty Trust

Monthly Occupancy By Market (Mature Communities)

		Jan			Feb			Mar			Apr			May			Jun			Jul			Aug			Sep			Oct			Nov			Dec
Metro DC	2002		96.38	%		96.04	%		96.84	%		96.34	%		96.74	%		97.48	%		95.89	%		95.39	%		95.64	%		95.71	%		95.27	%		95.33	%
Metro DC	2003		95.08	%		95.68	%		96.52	%		96.28	%		96.02	%		95.99	%		95.90	%		96.45	%		96.53	%		95.63	%		95.96	%		95.43	%
Metro DC	2004		96.41	%		95.72	%		96.06	%		96.13	%		96.89	%		96.96	%		97.77	%		97.40	%		97.11	%		96.32	%		96.22	%		96.02	%
Metro DC	2005		96.56	%		96.47	%		96.87	%		97.19	%		96.90	%		97.55	%		96.78	%		97.35	%		97.13	%		96.15	%		96.99	%		96.98	%
Metro DC	2006		97.38	%		97.41	%		96.11	%		95.53	%		95.66	%
Monterey (Salinas)	2002		92.16	%		91.46	%		91.53	%		92.54	%		91.76	%		91.69	%		90.80	%		91.57	%		92.47	%		94.01	%		92.67	%		92.10	%
Monterey (Salinas)	2003		93.14	%		92.98	%		91.75	%		93.12	%		93.67	%		93.90	%		94.11	%		93.73	%		92.66	%		91.74	%		90.38	%		90.67	%
Monterey (Salinas)	2004		91.08	%		90.00	%		90.13	%		93.70	%		93.99	%		94.48	%		94.01	%		94.64	%		95.19	%		93.95	%		91.27	%		87.88	%
Monterey (Salinas)	2005		88.95	%		90.00	%		90.66	%		93.57	%		93.38	%		92.56	%		93.08	%		93.72	%		93.81	%		92.73	%		90.95	%		88.09	%
Monterey (Salinas)	2006		88.09	%		88.44	%		88.39	%		88.30	%		89.71	%
Nashville TN	2002		94.16	%		93.77	%		93.02	%		93.03	%		92.64	%		91.39	%		91.23	%		90.73	%		91.43	%		91.55	%		92.43	%		93.27	%
Nashville TN	2003		93.70	%		93.45	%		92.95	%		93.77	%		94.19	%		94.19	%		92.45	%		92.40	%		92.53	%		92.11	%		91.63	%		91.67	%
Nashville TN	2004		92.52	%		93.36	%		94.64	%		94.49	%		94.93	%		94.73	%		94.80	%		95.37	%		94.95	%		93.99	%		93.86	%		94.32	%
Nashville TN	2005		94.83	%		95.44	%		95.54	%		95.21	%		94.82	%		94.92	%		94.23	%		94.84	%		95.61	%		94.96	%		95.24	%		94.87	%
Nashville TN	2006		94.61	%		95.07	%		95.50	%		95.34	%		95.38	%
Norfolk Va Beach NN	2002		94.66	%		96.49	%		96.61	%		97.57	%		98.37	%		98.66	%		98.41	%		98.28	%		97.83	%		97.37	%		96.82	%		97.08	%
Norfolk Va Beach NN	2003		96.08	%		94.84	%		94.66	%		94.85	%		95.43	%		95.79	%		95.98	%		96.56	%		97.67	%		97.83	%		97.88	%		97.15	%
Norfolk Va Beach NN	2004		96.50	%		96.49	%		96.70	%		96.70	%		97.08	%		96.30	%		96.55	%		96.70	%		96.51	%		95.74	%		95.09	%		95.34	%
Norfolk Va Beach NN	2005		95.12	%		95.48	%		94.91	%		94.07	%		95.51	%		96.36	%		95.55	%		95.76	%		95.84	%		95.69	%		95.22	%		94.21	%
Norfolk Va Beach NN	2006		95.02	%		95.31	%		96.21	%		95.62	%		96.29	%
Northern California	2002		94.36	%		94.84	%		94.77	%		96.27	%		97.23	%		95.70	%		95.22	%		96.13	%		96.70	%		96.66	%		95.06	%		95.29	%
Northern California	2003		94.65	%		94.55	%		95.13	%		95.11	%		95.22	%		93.48	%		93.09	%		93.82	%		93.14	%		93.92	%		94.64	%		93.84	%
Northern California	2004		93.81	%		93.91	%		93.66	%		94.23	%		94.85	%		94.65	%		94.82	%		95.04	%		94.84	%		93.91	%		94.72	%		94.47	%
Northern California	2005		93.70	%		94.01	%		93.77	%		94.26	%		94.05	%		94.70	%		94.17	%		94.98	%		94.09	%		94.13	%		94.98	%		95.10	%
Northern California	2006		95.72	%		94.85	%		94.75	%		95.53	%		95.96	%
Orlando	2002		90.06	%		90.87	%		91.19	%		92.51	%		93.18	%		92.54	%		92.60	%		92.02	%		91.18	%		91.07	%		91.81	%		92.92	%
Orlando	2003		93.16	%		92.73	%		92.82	%		93.60	%		94.64	%		94.13	%		94.10	%		93.95	%		92.80	%		92.57	%		93.22	%		93.03	%
Orlando	2004		92.51	%		92.69	%		93.60	%		93.93	%		93.68	%		93.80	%		93.94	%		95.05	%		96.92	%		97.26	%		96.69	%		96.37	%
Orlando	2005		95.86	%		95.94	%		95.53	%		95.63	%		95.73	%		94.93	%		95.87	%		96.51	%		96.65	%		95.72	%		95.58	%		95.56	%
Orlando	2006		95.60	%		95.57	%		95.65	%		95.58	%		95.16	%

United Dominion Realty Trust

Monthly Occupancy By Market (Mature Communities)

		Jan			Feb			Mar			Apr			May			Jun			Jul			Aug			Sep			Oct			Nov			Dec
Other Florida	2002		93.93	%		95.14	%		95.05	%		94.07	%		93.60	%		92.84	%		93.78	%		93.19	%		92.77	%		93.32	%		94.99	%		95.27	%
Other Florida	2003		95.66	%		95.77	%		95.64	%		94.97	%		94.22	%		92.79	%		92.55	%		94.15	%		94.12	%		93.84	%		93.21	%		92.99	%
Other Florida	2004		91.97	%		94.05	%		95.14	%		94.21	%		94.10	%		93.07	%		94.13	%		95.10	%		96.69	%		97.16	%		97.71	%		97.75	%
Other Florida	2005		97.44	%		96.68	%		96.68	%		97.07	%		96.64	%		95.35	%		95.19	%		95.91	%		97.57	%		97.60	%		97.14	%		96.19	%
Other Florida	2006		96.34	%		96.38	%		96.74	%		96.45	%		95.79	%
Other MidAtlantic	1999		97.47	%		97.40	%		96.57	%		96.28	%		96.28	%		95.61	%		95.13	%		96.18	%		97.64	%		96.86	%		95.57	%		94.29	%
Other MidAtlantic	2000		93.62	%		94.97	%		95.22	%		95.61	%		97.25	%		97.88	%		97.38	%		97.65	%		97.21	%		96.35	%		96.04	%		93.73	%
Other MidAtlantic	2001		94.24	%		95.35	%		96.22	%		97.04	%		97.96	%		97.19	%		97.06	%		95.80	%		97.08	%		97.32	%		97.47	%		97.95	%
Other MidAtlantic	2002		97.27	%		96.52	%		97.36	%		97.37	%		97.88	%		97.17	%		97.32	%		97.69	%		96.69	%		96.63	%		96.84	%		96.37	%
Other MidAtlantic	2003		96.26	%		96.39	%		96.78	%		95.87	%		95.96	%		95.22	%		93.74	%		94.90	%		94.25	%		92.91	%		94.64	%		94.29	%
Other MidAtlantic	2004		92.82	%		92.97	%		92.65	%		94.19	%		95.52	%		95.29	%		94.72	%		95.05	%		94.81	%		93.45	%		94.08	%		93.53	%
Other MidAtlantic	2005		93.51	%		95.11	%		95.13	%		95.20	%		96.17	%		96.35	%		95.72	%		95.14	%		93.86	%		93.03	%		95.16	%		95.26	%
Other MidAtlantic	2006		94.20	%		94.62	%		94.90	%		94.16	%		94.71	%
Other Midwestern	2002		93.62	%		93.67	%		94.11	%		94.48	%		94.87	%		93.49	%		93.67	%		93.42	%		94.30	%		95.84	%		94.73	%		94.54	%
Other Midwestern	2003		94.68	%		95.39	%		94.55	%		95.39	%		95.27	%		92.72	%		91.29	%		91.38	%		91.89	%		92.51	%		92.43	%		92.26	%
Other Midwestern	2004		94.41	%		92.40	%		93.36	%		95.45	%		94.26	%		92.85	%		92.48	%		95.05	%		93.51	%		93.36	%		94.37	%		95.38	%
Other Midwestern	2005		94.23	%		93.64	%		93.92	%		93.07	%		93.75	%		93.15	%		92.40	%		92.48	%		91.95	%		93.32	%		91.25	%		91.27	%
Other Midwestern	2006		91.44	%		91.95	%		93.07	%		91.61	%		91.22	%
Other North Carolina	2002		93.75	%		95.14	%		94.90	%		95.65	%		97.32	%		97.20	%		96.15	%		95.81	%		94.93	%		94.03	%		93.98	%		93.89	%
Other North Carolina	2003		93.90	%		92.86	%		91.60	%		91.47	%		93.61	%		95.06	%		96.33	%		96.92	%		96.50	%		96.24	%		96.17	%		95.76	%
Other North Carolina	2004		95.87	%		96.28	%		96.35	%		96.87	%		96.24	%		95.55	%		96.02	%		95.95	%		95.88	%		95.88	%		95.19	%		94.82	%
Other North Carolina	2005		94.00	%		94.49	%		94.64	%		94.14	%		93.67	%		92.39	%		92.39	%		93.49	%		93.61	%		94.61	%		95.39	%		94.51	%
Other North Carolina	2006		93.60	%		95.78	%		95.96	%		96.40	%		96.67	%
Other Southeastern	2002		88.02	%		88.90	%		90.23	%		92.28	%		92.86	%		91.77	%		91.00	%		90.57	%		89.74	%		88.31	%		87.95	%		88.11	%
Other Southeastern	2003		88.98	%		90.21	%		90.82	%		90.96	%		91.18	%		90.51	%		90.34	%		89.72	%		90.82	%		91.29	%		92.38	%		92.66	%
Other Southeastern	2004		93.51	%		95.08	%		95.99	%		95.71	%		94.86	%		94.33	%		93.81	%		94.42	%		93.56	%		92.92	%		93.51	%		94.96	%
Other Southeastern	2005		94.64	%		95.18	%		95.93	%		95.02	%		94.52	%		94.94	%		94.24	%		94.69	%		95.74	%		94.66	%		95.27	%		94.17	%
Other Southeastern	2006		97.02	%		98.21	%		98.36	%		97.47	%		97.50	%
Other Southwestern	2002		89.55	%		90.48	%		90.67	%		89.64	%		91.83	%		91.46	%		94.15	%		93.98	%		92.12	%		90.34	%		88.51	%		87.59	%
Other Southwestern	2003		86.19	%		86.04	%		86.95	%		89.19	%		89.43	%		87.32	%		87.27	%		88.81	%		89.34	%		89.94	%		92.25	%		93.83	%
Other Southwestern	2004		95.92	%		95.18	%		95.32	%		95.77	%		94.85	%		95.10	%		95.30	%		95.81	%		95.57	%		95.30	%		94.90	%		94.82	%
Other Southwestern	2005		94.49	%		94.28	%		94.90	%		95.14	%		94.90	%		95.05	%		94.75	%		95.20	%		95.80	%		95.52	%		95.83	%		94.93	%
Other Southwestern	2006		95.53	%		95.36	%		95.82	%		95.32	%		94.50	%

United Dominion Realty Trust

Monthly Occupancy By Market (Mature Communities)

		Jan			Feb			Mar			Apr			May			Jun			Jul			Aug			Sep			Oct			Nov			Dec
Other Virginia	2002		97.34	%		96.68	%		96.68	%		96.29	%		95.43	%		96.31	%		97.00	%		97.01	%		97.10	%		97.17	%		96.25	%		95.37	%
Other Virginia	2003		95.37	%		94.82	%		95.64	%		95.51	%		94.60	%		95.76	%		95.29	%		95.27	%		94.88	%		94.12	%		94.60	%		92.13	%
Other Virginia	2004		90.37	%		91.98	%		93.02	%		91.78	%		91.10	%		91.86	%		92.90	%		93.54	%		94.20	%		93.72	%		92.90	%		93.66	%
Other Virginia	2005		91.98	%		91.65	%		92.71	%		92.90	%		94.21	%		94.80	%		93.57	%		94.83	%		95.21	%		94.15	%		94.27	%		93.23	%
Other Virginia	2006		93.10	%		94.18	%		95.37	%		97.13	%		97.63	%
Phoenix, AZ	2002		93.45	%		93.75	%		94.23	%		93.48	%		93.17	%		92.61	%		92.17	%		92.81	%		94.37	%		94.47	%		92.86	%		91.48	%
Phoenix, AZ	2003		91.50	%		91.68	%		92.14	%		92.50	%		92.46	%		92.07	%		91.94	%		91.58	%		90.46	%		90.33	%		89.45	%		88.33	%
Phoenix, AZ	2004		92.03	%		91.63	%		92.87	%		93.01	%		92.86	%		91.82	%		91.41	%		91.36	%		92.10	%		93.28	%		93.55	%		93.94	%
Phoenix, AZ	2005		92.69	%		93.55	%		94.39	%		94.11	%		94.57	%		94.39	%		95.58	%		95.55	%		95.25	%		94.70	%		95.06	%		95.42	%
Phoenix, AZ	2006		96.08	%		97.24	%		96.91	%		96.09	%		95.84	%
Portland OR	2002		92.11	%		91.68	%		91.73	%		90.46	%		89.79	%		90.29	%		90.54	%		91.65	%		90.74	%		94.08	%		95.07	%		94.22	%
Portland OR	2003		92.72	%		91.62	%		91.60	%		90.26	%		90.92	%		88.96	%		87.71	%		88.78	%		88.86	%		87.22	%		88.51	%		90.54	%
Portland OR	2004		92.15	%		91.35	%		90.79	%		91.57	%		90.52	%		91.30	%		91.39	%		90.37	%		92.92	%		94.34	%		93.78	%		93.36	%
Portland OR	2005		93.58	%		94.25	%		93.41	%		93.30	%		92.06	%		93.00	%		92.98	%		93.72	%		93.41	%		92.93	%		93.79	%		93.93	%
Portland OR	2006		95.19	%		94.38	%		93.81	%		94.40	%		94.43	%
Raleigh Durham	2002		86.56	%		86.62	%		87.03	%		87.29	%		88.24	%		87.76	%		88.68	%		90.19	%		91.05	%		92.90	%		94.36	%		94.43	%
Raleigh Durham	2003		92.78	%		92.75	%		93.43	%		94.22	%		94.49	%		92.72	%		91.73	%		92.19	%		93.27	%		93.25	%		93.64	%		93.24	%
Raleigh Durham	2004		93.39	%		92.67	%		92.45	%		93.22	%		93.28	%		92.78	%		93.25	%		93.27	%		93.34	%		94.98	%		95.48	%		94.82	%
Raleigh Durham	2005		94.16	%		93.76	%		94.10	%		93.95	%		94.03	%		93.04	%		92.81	%		93.23	%		93.15	%		93.54	%		93.31	%		93.84	%
Raleigh Durham	2006		93.45	%		93.49	%		94.10	%		94.85	%		94.98	%
Richmond Petersburg	2002		96.14	%		95.60	%		95.09	%		95.62	%		94.39	%		93.61	%		91.80	%		92.89	%		94.72	%		94.69	%		94.50	%		95.20	%
Richmond Petersburg	2003		95.13	%		95.85	%		96.47	%		95.62	%		95.46	%		94.31	%		93.41	%		92.90	%		92.16	%		92.88	%		94.99	%		93.38	%
Richmond Petersburg	2004		93.16	%		94.82	%		94.42	%		95.19	%		94.15	%		94.00	%		94.38	%		94.39	%		93.84	%		93.79	%		94.08	%		95.04	%
Richmond Petersburg	2005		94.74	%		94.60	%		95.58	%		95.44	%		95.34	%		96.36	%		96.18	%		96.63	%		95.66	%		96.47	%		97.38	%		96.54	%
Richmond Petersburg	2006		96.65	%		96.69	%		96.49	%		96.50	%		96.50	%
Seattle,WA	2002		92.75	%		93.07	%		93.76	%		94.38	%		95.36	%		89.10	%		91.46	%		90.94	%		89.21	%		89.27	%		90.30	%		90.52	%
Seattle,WA	2003		91.11	%		90.32	%		91.92	%		92.11	%		92.87	%		93.57	%		93.26	%		92.78	%		92.37	%		93.46	%		92.44	%		93.02	%
Seattle,WA	2004		94.08	%		93.62	%		92.95	%		94.58	%		94.40	%		93.40	%		92.48	%		91.62	%		92.85	%		92.70	%		91.72	%		91.87	%
Seattle,WA	2005		92.24	%		92.43	%		95.05	%		95.22	%		93.75	%		93.42	%		92.87	%		92.72	%		91.92	%		92.22	%		94.30	%		95.14	%
Seattle,WA	2006		94.41	%		95.11	%		95.78	%		96.08	%		96.63	%

United Dominion Realty Trust

Monthly Occupancy By Market (Mature Communities)

		Jan			Feb			Mar			Apr			May			Jun			Jul			Aug			Sep			Oct			Nov			Dec
Southern California	2002		94.63	%		94.97	%		94.95	%		94.46	%		94.50	%		93.13	%		92.94	%		94.92	%		96.66	%		97.97	%		96.02	%		96.28	%
Southern California	2003		95.96	%		95.79	%		95.22	%		95.34	%		95.47	%		95.64	%		96.18	%		96.02	%		95.16	%		94.92	%		95.88	%		95.64	%
Southern California	2004		94.19	%		94.03	%		94.06	%		94.58	%		94.22	%		94.23	%		94.28	%		93.99	%		94.69	%		94.77	%		94.47	%		94.38	%
Southern California	2005		93.13	%		90.29	%		94.23	%		95.18	%		94.72	%		94.95	%		93.41	%		94.74	%		94.89	%		94.26	%		94.55	%		93.83	%
Southern California	2006		94.32	%		94.54	%		94.18	%		94.33	%		94.49	%
Tampa FL	2002		92.43	%		93.02	%		92.29	%		92.14	%		91.50	%		90.09	%		90.23	%		90.72	%		90.63	%		90.92	%		91.92	%		92.90	%
Tampa FL	2003		93.26	%		93.65	%		93.80	%		93.91	%		94.14	%		92.96	%		92.64	%		93.35	%		93.14	%		92.55	%		93.09	%		93.34	%
Tampa FL	2004		93.73	%		94.04	%		94.28	%		94.91	%		94.72	%		94.89	%		95.40	%		95.49	%		95.17	%		94.87	%		94.64	%		94.38	%
Tampa FL	2005		93.90	%		95.73	%		96.22	%		95.51	%		94.52	%		94.19	%		94.28	%		94.36	%		94.96	%		94.71	%		94.71	%		94.87	%
Tampa FL	2006		96.13	%		97.00	%		96.50	%		96.65	%		96.27	%
Wilmington NC	2002		92.21	%		90.81	%		91.73	%		91.55	%		92.06	%		90.35	%		91.91	%		92.97	%		90.93	%		89.67	%		91.41	%		91.58	%
Wilmington NC	2003		91.08	%		91.31	%		91.05	%		91.66	%		92.00	%		90.58	%		91.02	%		92.34	%		92.41	%		92.31	%		93.60	%		93.99	%
Wilmington NC	2004		94.30	%		93.80	%		93.44	%		94.50	%		95.07	%		94.62	%		96.09	%		97.93	%		98.45	%		97.62	%		96.80	%		96.76	%
Wilmington NC	2005		96.26	%		95.84	%		96.08	%		96.41	%		96.68	%		96.84	%		96.41	%		97.37	%		96.80	%		96.12	%		96.00	%		95.01	%
Wilmington NC	2006		94.13	%		94.49	%		94.62	%		94.74	%		94.78	%
Total Mature	2002		93.02	%		93.21	%		93.19	%		93.28	%		93.53	%		92.73	%		92.57	%		92.64	%		92.50	%		92.80	%		93.28	%		93.43	%
Total Mature	2003		93.33	%		93.33	%		93.41	%		93.70	%		93.96	%		93.23	%		92.91	%		93.07	%		92.89	%		92.83	%		92.96	%		92.77	%
Total Mature	2004		93.21	%		93.29	%		93.53	%		93.92	%		93.88	%		93.60	%		93.87	%		94.26	%		94.42	%		94.20	%		94.05	%		94.15	%
Total Mature	2005		94.01	%		94.40	%		94.74	%		94.70	%		94.47	%		94.25	%		94.12	%		94.70	%		94.88	%		94.64	%		94.85	%		94.57	%
Total Mature	2006		94.80	%		94.98	%		95.01	%		94.91	%		95.00	%