exv4w1



 








EXHIBIT 4.1




FORM OF COMMON STOCK CERTIFICATE




	 	 	 
	COMMON STOCK

	 	COMMON STOCK
	 
	 	 
	Incorporated Under

the Laws of the State

of Maryland


	 	Shares




	 
	 	 
	
               NUMBER


   UD ___





	 	SEE REVERSE FOR

CERTAIN DEFINITIONS






[company logo]



UDR, Inc.




CUSIP 902653 10 4




THIS CERTIFIES THAT




[SPECIMEN]




is the owner of




FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 EACH IN



UDR, Inc. The holder and every transferee or
assignee of this certificate or shares represented hereby, or of any interest therein,
accepts and agrees to be bound by the provisions of the Articles of Incorporation of
the Company. This certificate and the shares represented thereby are transferable on
the books of the Company by the registered holder hereof in person or by attorney upon
surrender of this certificate properly endorsed. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.



In Witness Whereof, the Company has caused this certificate to be signed by the
facsimile signatures of its duly authorized officers.




Dated:                                         




COUNTERSIGNED AND REGISTERED:



WELLS
FARGO BANK, N.A.



TRANSFER AGENT AND REGISTRAR



	 	 	 	 	 	 	 
	BY:

	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 

	 	     AUTHORIZED SIGNATURE
	 	SECRETARY
	 	PRESIDENT AND

CHIEF EXECUTIVE OFFICER






 









 





(REVERSE)




UDR, INC.



     The shares of Common Stock represented by this certificate are subject to restrictions on
transfer for the purpose of the Corporation’s maintenance of its status as a real estate investment
trust under the Internal Revenue Code of 1986, as amended (the “Code”). No person may (1)
Beneficially Own or Constructively Own shares of Equity Stock in excess of 9.9% of the value of the
outstanding Equity Stock of the Corporation; or (2) Beneficially Own Equity Stock that would result
in the Corporation’s being “closely held” under Section 856(h) of the Code. Any Person who attempts
to Beneficially Own or Constructively Own shares of Equity Stock in excess of the above limitations
must immediately notify the Corporation. All capitalized terms in this legend have the meanings
defined in the Charter, as the same may be further amended from time to time, a copy of which,
including the restrictions on transfer, will be sent without charge to each stockholder who so
requests. If the restrictions on transfer are violated, the shares of Equity Stock represented
hereby will be automatically exchanged for shares of Excess Stock which will be held in trust by
the Corporation.



     The Company will furnish to the registered holder of this certificate on request, in writing,
without charge, the designations, relative rights, preferences and limitations applicable to each
class of authorized shares and the variations in rights, preferences and limitations determined for
each series within a class (and the authority of the Board of Directors to determine variations for
future series).




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





TEN COM—as tenants in common

TEN ENT—as tenants by the entireties

JT ENT —as joint tenants with right of survivorship and not
                    as tenant in common







UNIF GIFT MIN ACT .................Custodian.........................

                                             (Cust)                              (Minor)




	 	 	 
	under Uniform Gifts to Minors
	Act
	 	 
	 

	 	 
	 

	 	(State)






UNIF TRAN MIN ACT .................Custodian.........................

                                             (Cust)                              (Minor)




	 	 	 
	under Uniform Transfers to Minors
	Act
	 	 
	 

	 	 
	 

	 	(State)











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




For value received,                                          hereby sell, assign and transfer unto






PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE







 










      








                                                                                                                                                                                                                            

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE

                                                                                                                                                                                                                            


                                                                                                                                                                                                        Shares

of Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

                                                                                                                                                                                                        Attorney

to transfer the said Shares on the books of the within-named Company with full power of
substitution in the premises.




Dated                                         






      






                                                                                                                        

NOTICE: The signature to this assignment must correspond with the name as

written upon the face of the Certificate, in every particular, without

alteration or enlargement, or any change whatever.











      






SIGNATURE(S) GUARANTEED:                                                                                 





THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C.
RULE 17Ad-15.








     This certificate also evidences and entitles the holder hereof to certain Rights as set forth
in the First Amended and Restated Rights Agreement between UDR, Inc. (the
“Company”) and the Rights Agent dated as of September
14, 1999 (the “Rights Agreement”), the terms of which are incorporated herein by reference and a
copy of which is on file at the principal offices of the Company. Under certain circumstances, as
set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will
no longer be evidenced by this certificate. The Company will mail to each holder of this
certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge
promptly after receipt of a written request therefore. Under certain circumstances set forth in
the Rights Agreement, Rights that are owned or that were previously owned by a Person who is, was
or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person may become null
and void.



Wells
Fargo Bank, N.A. is successor to Mellon Investor Services LLC as the
Rights Agent under the Rights Agreement.