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EXHIBIT 4.3




REGISTRATION RIGHTS AGREEMENT




          This Registration Rights Agreement (this “Agreement”) is made and entered
into as of June 12, 2003 (the “Effective Date”), by and among United Dominion
Realty Trust, Inc., a Maryland corporation (“UDRT”), and the initial holders of
the OP Units (as defined below) party hereto (the “Initial Holders”). UDRT,
the Initial Holders and the Holders, as defined below, are sometimes referred
to in this Agreement collectively as the “Parties” and individually as a
“Party.”



RECITALS




          WHEREAS, United Dominion Realty Trust, Inc., a Virginia corporation as
predecessor in interest to UDRT, United Dominion Realty, L.P., a Virginia
limited partnership (“UDRLP”), and Mesa Verde Villas II, L.P., and M.V. JV,
LLC, are parties to that certain Contribution Agreement dated as of May 2, 2003
(the “Pinebrook Contribution Agreement”) and United Dominion Realty Trust,
Inc., a Virginia corporation as predecessor in interest to UDRT, and UDRLP are
parties to that certain Contribution Agreement dated as of May 2, 2003 (the
“Windjammer Contribution Agreement” and, together with the Pinebrook
Contribution Agreement, the “Contribution Agreements”), pursuant to which,
among other things, the parties thereto have agreed that the Initial Holders
will be issued limited partnership interests in UDRLP (the “OP Units”); and



          WHEREAS, the execution and delivery of this Agreement by the Parties is a
condition to the closing of the transactions contemplated by the Contribution
Agreements.



AGREEMENT




          NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein and in the Contribution Agreements, and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:



     Section 1. Definitions. For purposes of this Agreement, the following
capitalized terms have the following meanings:



          “Business Days” shall mean days other than Saturdays or Sundays or any
days on which banking institutions in The City of New York are authorized or
obligated by law or regulation to close.



          “Cash Amount” shall mean an amount of cash per OP Unit equal to the
Closing Market Price of the Common Stock multiplied by the number of shares of
Common Stock into which one OP Unit was convertible on the date such OP Unit
was surrendered by the Holder.



          “Closing Market Price” shall mean the average of the daily market price of
the Common Stock for the 20 consecutive trading days immediately preceding the
date of such valuation. The market price for each such trading day shall be:
(i) if the Common Stock is listed or admitted to trading on any securities
exchange, including the New York Stock Exchange, or The Nasdaq National Market,
the closing price, on such day or, if no sale takes place on such day, the
average of the closing bid and asked prices on such day, (ii) if the Common
Stock is not listed or admitted to trading on any securities exchange,
including the New York Stock Exchange or The Nasdaq National Market, the last
reported sale price on such day or, if no sale takes place on such day, the
average of the closing bid and asked prices on such day, as reported by a
recognized quotation source designated by UDRT, or (iii) if the Common Stock is
not listed or admitted to trading on any securities exchange, including the New
York Stock Exchange or The Nasdaq National Market and no such last reported
sale price or closing bid and asked



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prices are available, the average of the reported high bid and low asked prices
on such day, as reported by a recognized quotation source designated by UDRT or
if there shall be no bid and asked prices on such day, the average of the high
and low asked prices, as so reported, on the most recent day (not more than 20
days prior to the date in question) for which prices have been so reported;
provided, that if there are no bid and asked prices reported during the 20 days
prior to the date in question, the value of such security shall be determined
by UDRT acting in good faith on the basis of such quotations and other
information as it considers, in its reasonable judgment, appropriate.



          “Common Stock” shall mean the common stock, par value $1.00 per share, of
UDRT.



          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



          “Holder” shall mean a person who owns, beneficially or otherwise, the OP
Units or Registrable Securities.



          “Prospectus” shall mean the prospectus included in the Registration
Statement, as amended or supplemented by any prospectus supplement, and all
other amendments and supplements thereto, including post-effective amendments,
and all material incorporated by reference in such prospectus.



          “Registrable Securities” shall mean shares of Common Stock held by the
Holders and acquired upon the exchange of the OP Units and shares of Common
Stock issued or issuable with respect to such shares of Common Stock by way of
stock dividend or stock split or in connection with a merger, consolidation,
other reorganization or otherwise, provided, however, that the Registrable
Securities shall cease to be Registrable Securities (i) when a Registration
Statement with respect to such Registrable Securities shall have been declared
effective under the Securities Act and such Registrable Securities shall have
been disposed of pursuant to such Registration Statement, (ii) when such
Registrable Securities have been sold to the public pursuant to Rule 144 (or
any similar provision then in force, but not Rule 144A) under the Securities
Act or (iii) when such Registrable Securities shall have ceased to be
outstanding..



          “Registration Statement” shall mean any registration statement of UDRT
under the Securities Act that covers any of the Registrable Securities pursuant
to the provisions of this Agreement, including the related Prospectus, all
amendments and supplements to such registration statement (including
post-effective amendments), all exhibits and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.



          “SEC” shall mean the Securities and Exchange Commission.



          “Securities Act” shall mean the Securities Act of 1933, as amended.



          “Underwritten Offering” shall mean a distribution, registered pursuant to
the Securities Act, in which securities of UDRT are sold to one or more
underwriters for reoffering to the public.



     Section 2. Registration of Resales.



               (a) Within the time period beginning the date 350 days following the
Effective Date and ending on the date 378 days following the Effective Date,
UDRT shall file with the SEC a Registration Statement which shall provide for
the issuance and resale of all Registrable Securities. The Registration
Statement shall be on the appropriate form and shall comply as to form in all
material respects with the requirements of the Securities Act and the rules and
regulations promulgated thereunder, permitting registration of such Registrable
Securities for issuance or resale by the Holders on a delayed or



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continuous basis during the Effective Period (as defined below) pursuant to
Rule 415 under the Securities Act, and designating the manner by which such
issuance or resale may be conducted (including, without limitation, one or more
Underwritten Offerings). UDRT shall use its best efforts to cause the
Registration Statement to be declared effective by the SEC as promptly as
practicable. UDRT will notify the Holders in writing when such Registration
Statement becomes effective.



               (b) UDRT agrees to use its best efforts to keep the Registration Statement
(including the preparation and filing of any amendments and supplements
necessary for that purpose) continuously effective until the earlier of (i) the
date on which the Holders no longer hold any Registrable Securities registered
on such Registration Statement or (ii) the date on which all of the Registrable
Securities are eligible for sale pursuant to Rule 144(k) (or any successor
provision which permits the resale of the Registrable Securities without
registration under the Securities Act without regard to volume or other
restrictions other than restrictions similar to those set forth in Rule 144(k))
promulgated under the Securities Act (such period, the “Effective Period”). If
the Registration Statement ceases to be effective for any reason or at any time
during the Effective Period (other than because of the sale of all the
securities registered thereunder), UDRT shall use commercially reasonable
efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof.



     Section 3. Registration Procedures. In connection with UDRT’s
registration obligations pursuant to Section 2, to permit the issuance, sale or
resale of such Registrable Securities, UDRT will:



               (a) prepare and file with the SEC such amendments and post-effective
amendments to the Registration Statement as may be necessary to keep such
Registration Statement continuously effective during the Effective Period;
cause the Prospectus to be supplemented by any required Prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 (or any similar
provisions then in force) under the Securities Act, and to comply fully with
the applicable provisions of Rules 424 and 430A under the Securities Act in a
timely manner; and comply with the provisions of the Securities Act and the
Exchange Act with respect to the disposition of all securities covered by such
Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the selling Holders set forth in
such Registration Statement as so amended or in such Prospectus as so
supplemented;



               (b) notify the selling Holders and the underwriters, if any, promptly, and
(if requested by any such person) to confirm such notice in writing:



                    (i) of any request by the SEC or any other federal or state governmental
authority for amendments or supplements to any Registration Statement or for
additional information;



                    (ii) of the issuance by the SEC or any other federal or state governmental
authority of any stop order suspending the effectiveness of any Registration
Statement or the initiation of any proceedings for that purpose or any
notification with respect to the suspension by any state securities commission
of the qualification or exemption from qualification of any of the Registrable
Securities for offering or sale in any jurisdiction, or the initiation of any
proceeding for any of the preceding purposes;



                    (iii) if at any time the representations and warranties of UDRT contained
in any agreement contemplated by Section 3(j) (including any underwriting
agreement) cease to be true and correct in any material respect;



                    (iv) of the receipt by UDRT of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; or



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                    (v) of the occurrence of any event or the existence of any fact that makes
any statement made in any Registration Statement, the Prospectus, any amendment
or supplement thereto, or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires the making of any additions to or changes in any Registration
Statement or the Prospectus or any such document in order to make the
statements therein not misleading and, so that it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;



               (c) use best efforts to obtain the withdrawal of any order suspending the
effectiveness of the Registration Statement, or the lifting of any suspension
of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction, at the earliest possible
moment;



               (d) furnish to each selling Holder and each managing underwriter, if any,
without charge, at least one conformed copy of the Registration Statement and
any post-effective amendment thereto, including financial statements (but
excluding schedules, all documents incorporated or deemed incorporated therein
by reference and all exhibits, unless requested in writing by such Holder, such
Holder’s counsel or such underwriter);



               (e) deliver to each selling Holder and the underwriters, if any, without
charge as many copies of the Prospectus or Prospectuses relating to such
Registrable Securities (including each preliminary prospectus) and any
amendment or supplement thereto as such persons may reasonably request;



               (f) prior to any public offering of Registrable Securities, register or
qualify or cooperate with the selling Holders, the underwriters, if any, and
their respective counsel in connection with the registration or qualification
(or exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or blue sky laws of such
jurisdictions within the United States as any seller or underwriter reasonably
requests in writing; use best efforts to keep such registration or
qualification (or exemption therefrom) effective during the Effective Period
and do any and all other acts or things necessary or advisable to enable the
disposition in each such jurisdiction of the Registrable Securities covered by
the Registration Statement; provided, however, that UDRT will not be required
to (i) qualify to do business in any jurisdiction where it is not then so
qualified or (ii) take any action that would subject it to service of process
in any such jurisdiction where it is not then so subject;



               (g) cooperate with the selling Holders and the underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and enable such Registrable Securities to be
in such denominations and registered in such names as the managing
underwriters, if any, shall request at least two business days prior to any
sale of Registrable Securities to the underwriters;



               (h) upon the occurrence of any event contemplated by Section 3(b)(v),
promptly prepare a supplement or post-effective amendment to the Registration
Statement so that, as thereafter delivered to the purchasers of the Registrable
Securities being sold thereunder, the related Prospectus will not contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading;



               (i) use its best efforts to cause all Registrable Securities covered by
the Registration Statement to be either (i) listed on each securities exchange,
if any, on which similar securities issued by



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UDRT are then listed or, if no similar securities issued by UDRT are then so
listed, on the New York Stock Exchange or another national securities exchange
if the securities qualify to be so listed or (ii) authorized to be quoted on
Nasdaq or the National Market System of Nasdaq, if the securities qualify to be
so quoted;



               (j) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the holders of
a majority of the Registrable Securities being sold or the underwriters, if
any, reasonably, request in order to expedite or facilitate the disposition of
such Registrable Securities (including, without limitation, effecting a stock
split or a combination of shares);



               (k) in the case of an underwritten offering, upon request of any Holder,
furnish to each selling Holder and each underwriter where an underwriting
agreement is entered into, if any, in such substance and scope as they may
reasonably request and as are customarily made by issuers to underwriters in
primary underwritten offerings for selling security holders, upon the date of
closing of any sale of Registrable Securities in an Underwritten Offering;



                    (i) an opinion of counsel representing UDRT, dated the date of such
closing, for the purposes of such registration, addressed to the underwriters
and to such Holder, including the following statements: (A) the Registration
Statement has become effective under the Securities Act, (B) to the best
knowledge of such counsel, no stop order suspending the effectiveness thereof
has been issued and no proceedings for that purpose have been instituted or are
pending or contemplated under the Securities Act, (C) the Registration
Statement, the related Prospectus and each amendment or supplement thereof
comply as to form in all material respects with the requirements of the
Securities Act (except that such counsel need not express any opinion as to
financial statements or other financial or statistical data contained therein),
(D) as of the date of the opinion and as of the effective date of the
Registration Statement and the Prospectus included therein, as then amended or
supplemented, and from any documents incorporated by reference therein of an
untrue statement of a material fact or the omission to state therein a material
fact required to be stated therein or necessary to make statements therein not
misleading in the light of the circumstances existing at the time that such
documents were filed with the SEC (except that such counsel need not express an
opinion with respect to financial statements or other financial or statistical
information), (E) that UDRT was organized in conformity with the requirements
for qualification as a real estate investment trust under the Internal Revenue
Code of 1986, as amended (the “Code”) commencing with its taxable year ending
December 31, 19   , and its proposed method of operation will enable it to meet
the requirements for qualification and taxation as a real estate investment
trust under the Code, and (F) covering such matters as are customarily covered
in legal opinions to underwriters in connection with underwritten offerings of
securities and such other matters as are customary in such opinions and are
reasonably requested by counsel for the underwriters or by such Holder or its
counsel; and



                    (ii) a customary comfort letter from UDRT’s independent public accountants
(and from any other accountants whose report is contained or incorporated by
reference in the Registration Statement), dated the date of such closing, in
the customary form and covering matters of the type customarily covered in
comfort letters to underwriters in connection with underwritten offerings of
securities, addressed to the underwriters and to such seller, including, but
not limited to the following: (A) that they are independent public accountants
within the meaning of the Securities Act and that, in the opinion of such
accountants, (B) the financial statements of UDRT included in the Registration
Statement or the Prospectus, or any amendment or supplement thereof, comply as
to form in all material respects with the applicable accounting requirements of
the Securities Act, (C) such other financial matters (including information as
to the period ending no more than five business days prior to the date of such
letter) with respect to such registration as such underwriters reasonably may
request, and (D) covering



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such other matters as are customary in such letters and are reasonably
requested by counsel for the underwriters or by such Holder or its counsel;



               (l) use best efforts to file the reports required to be filed by it under
the Securities Act and the Exchange Act in a timely manner and, if at any time
UDRT is not required to file such reports, it will, upon the request of any of
the Holders of the Registrable Securities, make publicly available other
information so long as necessary to permit sales of Registrable Securities
pursuant to Rule 144 and 144A; will take such further action as any Holder of
the Registrable Securities may reasonably request, to the extent required from
time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rules 144 and 144A; and upon the request of any Holder shall
deliver to the such Holder a written statement as to whether it has complied
with this Section 3(l);



               (m) furnish to each of Holder before filing with the SEC, a copy of the
Registration Statement and copies of any Prospectus included therein, which
documents will be subject to the review of such Holder, for a period of ten
Business Days, and UDRT will not file the Registration Statement or Prospectus
to which the Holder, shall reasonably object within such ten Business Day
period without first making revisions that are reasonably acceptable to each
Holder. UDRT shall also furnish to each of the Holder before filing with the
SEC, if reasonably practicable, or otherwise promptly after filing with the
SEC, copies of any amendments to the Registration Statement or supplements to
the Prospectus, and shall make UDRT’s representatives reasonably available for
discussion of such amendments or supplements and make such changes in such
amendments or supplements prior to the filing thereof, if reasonably
practicable, or prepare and file further amendments or supplements, as the
Holder, may reasonably request (it being understood that a request to correct a
material misstatement or omission is an example of one such reasonable
request);



               (n) make available at UDRT’s offices at reasonable times and on reasonable
notice for inspection by any selling Holder, any underwriter participating in
any distribution pursuant to the Registration Statement, and any attorney or
accountant retained by such selling Holders or any of the underwriter, all
financial and other records, pertinent corporate documents and properties of
UDRT as shall be reasonably necessary to enable them to exercise any applicable
due diligence responsibilities, and cause UDRT’s officers, directors, managers
and employees to supply all information reasonably requested by any such
representative or representatives of the selling Holders, underwriter, attorney
or accountant in connection with the Registration Statement after the filing
thereof and before its effectiveness; provided, however, that each such selling
Holders, underwriter, attorney or accountant will be required to agree in
writing, pursuant to a confidentiality agreement in form and substance
reasonably acceptable to UDRT and its counsel, that records and information
obtained by it as a result of such inspections or obtained from the
Registration Statement or Prospectus prior to filing such document with the
SEC, shall be deemed confidential and shall not be used by it as the basis for
any market transactions in the securities of UDRT unless and until such is made
generally available to the public through no fault of such selling Holder,
underwriter, attorney or accountant of a selling Holder; and



               (o) if reasonably requested by any selling Holder or any underwriter,
promptly incorporate in the Registration Statement or Prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as such
selling Holders and underwriter, if any, may request to have included therein,
including, without limitation: (A) information relating to the “Plan of
Distribution” of the Registrable Securities and (B) any other terms of the
offering of the Registrable Securities to be sold in such offering; provided,
however, that with respect to any information requested for inclusion by a
selling Holder, this clause (p) shall apply only to such information that
relates to the Registrable Securities to be sold by such selling Holder; and
make all required filings of such Prospectus supplement



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or post-effective amendment as soon as reasonably practicable after the UDRT is
notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment.



     Section 4. Information. UDRT may require each selling Holder of
Registrable Securities as to which any registration is being effected pursuant
to Section 2 to furnish to UDRT such information regarding the distribution of
such Registrable Securities as UDRT may, from time to time, reasonably request
in writing and UDRT may exclude from such registration the Registrable
Securities of any selling Holder who unreasonably fails to furnish such
information within a reasonable time after receiving such request. Each
selling Holder promptly will notify UDRT of the occurrence of any event that
makes any of such information untrue in any material respect or that requires
making a change in such information so that such information will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated or necessary to make the statement therein, in light of
the circumstances under which they were made, not misleading.



     Section 5. Suspension.



               (a) Each Holder will be deemed to have agreed by virtue of its acquisition
of Registrable Securities that, in connection with any registrations of
Registrable Securities effected pursuant to Section 2, upon receipt of any
notice (“Suspension Notice”), from UDRT that any event of the kind described in
Section 3(b) has occurred or that UDRT’s board of directors has determined in
good faith that the Registration Statement should be suspended UDRT’s
obligation to cause the Registration Statement to become effective, to keep
such Registration Statement effective or to amend or supplement such
Registration Statement shall be suspended and such Holder will discontinue and
will use commercially reasonable efforts to cause any underwriter to
discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus (a “Black-Out”) until:



                    (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 3(h); or



                    (ii) such Holder is advised in writing by UDRT that the use of the
applicable Prospectus may be resumed, and such Holder has received copies of
any additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus.


Except as expressly provided herein, there shall be no limitation with regard
to the number of Suspension Notices that UDRT is entitled to give pursuant to
this Section 5.



               (b) If UDRT exercises its right to give a Suspension Notice pursuant to
Section 5(a) and the Black-Out continues for a period of more than 120
consecutive days then each Holder shall have the right, notwithstanding the
provisions of Section 8.05 of the Third Amended and Restated Agreement of
Limited Partnership of United Dominion Realty, L.P., as amended (the
“Partnership Agreement”), to require UDRT to redeem for cash any OP Units at a
redemption price equal to the Cash Amount, pursuant to this Section 5(b),
during the period beginning 120 days following the applicable Suspension Notice
and ending on the date of termination of the Black-Out. Upon surrender of OP
Units by any Holder, along with a written notice of redemption which provides
the amount of OP Units to be redeemed and the name and address of such Holder,
UDRT shall pay the Cash Amount to such Holder as promptly as practicable, but
in any event within five Business Days.



     Section 6. Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by UDRT will be borne by UDRT
whether or not the Registration Statement becomes effective. Such fees and
expenses will include, without limitation:



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               (a) all registration and filing fees and expenses (including filings made
with the NASD);



               (b) all fees and expenses of compliance with federal securities and state
“blue sky” or securities laws;



               (c) all printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities and of printing such
reasonable number of Prospectuses as are requested by the selling Holders);



               (d) all messenger, telephone and delivery expenses incurred by UDRT;



               (e) all fees and disbursements of counsel to UDRT; and



               (f) all fees and disbursements of all independent certified public
accountants referred to in Section 3(k)(ii) (including the expenses of any
special audit and “comfort” letters required by or incident to such
performance).


In addition, UDRT will pay internal expenses (including without limitation all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit, the fees and expenses
incurred in connection with the listing of the securities to be registered on
any securities exchange or quotation system on which similar securities issued
by UDRT are then listed and the fees and expenses of any person, including
special experts, retained by UDRT. In no event, however, will UDRT be
responsible for any underwriting discount or selling commission with respect to
any sale of Registrable Securities pursuant to this Agreement or the fees of
any legal counsel representing the Holder(s).



     Section 7. Indemnification.



               (a) UDRT shall indemnify and hold harmless each Holder, each person, if
any, who controls such Holder within the meaning of the Securities Act, and
their respective officers, directors, partners and employees (each an
“Indemnified Holder Party”) from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof, including, but
not limited to, any loss, claim, damage, liability or action relating to the
issuance or resale of the Registrable Securities, (the “Liabilities”) to which
any such Indemnified Holder Party may become subject, insofar as such
Liabilities arise out of or are based upon:



                    (i) any untrue statement or alleged untrue statement of any material fact
contained in (A) the Registration Statement or Prospectus or any amendment or
supplement thereto, or (B) any blue sky application or other document or any
amendment or supplement thereto prepared or executed by UDRT (or based upon
written information furnished by or on behalf of UDRT expressly for use in such
blue sky application or other document or amendment or supplement) filed in any
jurisdiction specifically for the purpose of qualifying any or all of the
Registrable Securities under the securities law of any state or other
jurisdiction (such application or document being hereinafter called a “Blue Sky
Application”);



                    (ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading; or



                    (iii) any violation by UDRT of any rule or regulation promulgated under
the Securities Act or any state securities law applicable to UDRT and relating
to action or inaction required of UDRT in connection with any such
registration.



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          In connection with such indemnification, UDRT shall reimburse each such
Indemnified Holder Party, for any reasonable legal and any other reasonable
expenses incurred in connection with investigating, defending, preparing to
defend or settling any such Liabilities as such expenses are incurred,
provided, however, that UDRT shall not be liable in any such case to the extent
that any such Liabilities arise out of, or are based on, any untrue statement
or omission made in (A) a Registration Statement or Prospectus or amendment or
supplement thereto, or (B) a Blue Sky Application in reliance upon and in
conformity with written information furnished to UDRT by or on behalf of such
Indemnified Holder Party specifically for use in such Registration Statement or
Prospectus or Blue Sky Application.



               (b) Each Holder shall, if Registrable Securities held by or issuable to
such Holder are included in the securities as to which such registration is
being effected, indemnify and hold harmless UDRT, each person who controls
UDRT, and each of their respective officers, directors and partners, against
all Liabilities arising out of or based upon:



                    (i) any untrue statement (or alleged untrue statement) of a material fact
contained in the Registration Statement or Prospectus; or



                    (ii) any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;


and such Holder shall reimburse UDRT, its directors, officers, partners and
employees for any reasonable legal or any other reasonable expenses incurred in
connection with investigating, defending, preparing to defend or settling any
Liabilities, in each case to the extent, but only to the extent, that such
untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in the Registration Statement Prospectus in reliance upon and
in conformity with written information furnished to UDRT by an instrument duly
executed by such Holder specifically for use therein; provided, however, the
total amount for which any Holder shall be liable under this Section 7(b) shall
not in any event exceed the net proceeds received by such Holder from the sale
of Registrable Securities sold by such Holder in such registration.



               (c) Each person entitled to indemnification under this Section 7 (the
“Indemnified Party”) shall give notice to the Party required to provide
indemnification (the “Indemnifying Party”) promptly after such Indemnified
Party has actual knowledge of any claims as to which indemnity may be sought,
and shall permit the Indemnifying Party to assume the defense of any such claim
or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not be
unreasonably withheld), and the Indemnified Party may participate in such
defense at such Indemnified Party’s expense, and provided further that the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations hereunder, unless, but only
to the extent that, such failure resulted in actual detriment to the
Indemnifying Party. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent
to entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of such claim or
litigation.



               (d) Notwithstanding the foregoing, to the extent that the provisions on
indemnification contained in the underwriting agreement entered into among the
Holders, UDRT and the underwriters in connection with an underwritten public
offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall be controlling as to the Registrable Securities
included in the public offering; provided, however, that if, as a result of
this Section 7(d), any



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Holder, its officers, directors, and partners and any person controlling such
Holder is held liable for an amount which exceeds the aggregate proceeds
received by such Holder from the sale of Registrable Securities included in a
registration, as provided in Section 7(b) above, pursuant to such underwriting
agreement (the “Excess Liability”), UDRT shall reimburse any such Holder for
such Excess Liability.



               (e) If the indemnification provided for in this Section 7 is held by a
court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage or expense referred to therein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party
thereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other hand in
connection with the statements or omissions which resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and the
Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party and the Parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. Notwithstanding the foregoing, the amount any
Holder shall be obligated to contribute pursuant to this Section 7(e) shall be
limited to an amount equal to the proceeds to such Holder of the Registrable
Securities sold pursuant to the Registration Statement which gives rise to such
obligation to contribute (less the aggregate amount of any damages which the
Holder has otherwise been required to pay in respect of such loss, claim,
damage, liability or action or any substantially similar loss, claim, damage,
liability or action arising from the sale of such Registrable Securities).



               (f) The indemnification provided by this Section 7 shall be a continuing
right to indemnification and shall survive the registration and sale of any
securities by any person entitled to indemnification hereunder and the
expiration or termination of this Agreement.



     Section 8. Miscellaneous.



               (a) Remedies. In the event of a breach by any Party of its obligations
under this Agreement, each Party, in addition to being entitled to exercise all
rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. Each Party agrees
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of any provision of this Agreement and hereby
further agrees that, in the event of any action for specific performance in
respect of such breach, it will waive the defense that a remedy at law would be
adequate.



               (b) Amendments. This Agreement may only be amended, modified or
supplemented with the prior written consent of UDRT and the Holders of a
majority of the aggregate of the OP Units and Registrable Securities then
outstanding. Upon the effectuation of each such amendment or modification,
UDRT shall as soon as reasonably practicable give written notice thereof to the
Holders who have not previously consented thereto in writing.



               (c) Notices. Any notice, consent or approval required or permitted to be
given under this Agreement shall be in writing and shall be deemed to have been
given upon (i) hand delivery, (ii) one (1) business day after being deposited
with a nationally recognized overnight courier service, with receipt
acknowledgement requested, (iii) upon receipt if transmitted by confirmed
facsimile, or (iv) three (3) business days after deposit if deposited in the
United States first-class mail, registered or certified mail, postage prepaid,
return receipt required, and addressed as follows (or to such other address as
is provided by a Party by like notice):



10









 





                    (i) If to an Initial Holder, at the address for such Initial Holder set
forth below such Initial Holder’s signature on the signature pages hereof;



                    (ii) If to a Holder who is not otherwise an Initial Holder, at the address
set forth on the counterpart signature page to this Agreement provided by such
Holder pursuant to Section 8(g) below with copies to:



Latham & Watkins LLP

633 West Fifth Street, Suite 4000

Los Angeles, CA 90071-2007

Attn: J. Scott Hodgkins

Facsimile: (213) 891-8763



or



(iii)           If to UDRT:



United Dominion Realty Trust, Inc.

1745 Shea Center Drive

Suite 200

Highlands Ranch, Colorado 80129

Attn.: W. Mark Wallis

Telecopy: 720-283-2454



With copies to:                        Morrison & Foerster LLP



370 17th Street

5200 Republic Plaza

Denver, Colorado 80202

Attn.: Warren L. Troupe

Telecopy: 303-592-1510



               (d) Merger or Consolidation. If UDRT is a party to any merger or
consolidation pursuant to which the Registrable Securities are converted into
or exchanged for securities or the right to receive securities of any other
person (“Conversion Securities”), the issuer of such Conversion Securities
shall assume (in a writing delivered to all Holders) all obligations of UDRT
hereunder. UDRT will not effect any merger or consolidation described in the
immediately preceding sentence unless the issuer of the Conversion Securities
complies with this Section 8(d).



               (e) Adjustments Affecting Registrable Securities. Other than as required
by law, UDRT shall not take any action with respect to the Registrable
Securities as a class that would adversely affect the ability of the Holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.



               (f) No Inconsistent Agreements. UDRT will not, on or after the date of
this Agreement, enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. UDRT has not previously
entered into any agreement (which has not expired or been terminated) granting
any registration rights with respect to its securities to any Person which
rights conflict with the provisions hereof.



11









 





               (g) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the Parties,
including without limitation and without the need for an express assignment, to
subsequent Holders of Registrable Securities; provided, however, that (i) this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired
Registrable Securities from such Holder in compliance with any restrictions on
transfer applicable thereto, and (ii) nothing contained herein shall be deemed
to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Contribution Agreements. If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement or applicable law.



               (h) Counterparts. To facilitate execution, this Agreement may be executed
in as many counterparts as may be required. It shall not be necessary that the
signatures on behalf of all Parties appear on each counterpart of this
Agreement. All counterparts of this Agreement shall collectively constitute a
single agreement. Signatures to this Agreement may be transmitted by facsimile
and such signatures shall be deemed to be originals.



               (i) Headings. The headings in this Agreement are for convenience of
reference only and will not limit or otherwise affect the meaning.



               (j) Governing Law This Agreement will be governed by and construed in
accordance with the internal laws of the State of Delaware, regardless of the
laws that might otherwise govern under applicable principles of conflicts of
laws thereof.



               (k) Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein will remain in full force and effect and will in
no way be affected, impaired or invalidated, and the Parties will use their
best efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the Parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such which may
be hereafter declared invalid, void or unenforceable.



               (l) Terminate. This Agreement shall terminate with respect to each Holder
and transferee permitted under this Agreement, including, without limitation,
any rights of such Holder or transferee pursuant to Section 8(b), on the date
upon which such Holder or transferee shall be able to dispose of all of their
remaining Registrable Securities pursuant to Rule 144(k) of the Securities Act.



               (m) Entire Agreement. This Agreement constitutes the entire agreement
among the Parties and supersedes all prior agreements and understandings among
the Parties.



{Signature Pages Follow}




12









 





     IN WITNESS WHEREOF, the Parties have caused their duly authorized
representatives to execute this Agreement as of the Effective Date.

	 	 	 	 	 
	 	United Dominion Realty Trust, Inc.

 	 
	 	By:  	/s/ W. MARK WALLIS
 	 
	 	 	Name:  	W. Mark Wallis 	 
	 	 	Title:  	Senior Executive Vice President 	 
	 




13









 





	 	 	 	 	 	 	 
		 	MESA VERDE VILLAS, II, L.P.,

a California limited partnership
	 
	 	 	By:	 	B&B Mortgage, Inc.,

a California corporation,

Its General Partner
	 
	

	 	 	 	By:
	 	/s/ David T. Beauchamp
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	David T. Beauchamp

Its Secretary

















 





	 	 	 	 	 	 	 	 	 	 	 
		 	WINDJAMMER APARTMENTS, L.P.,

a California limited partnership
	 
	 	 	By:	 	W/Jammer, LLC,

a California limited liability company,

Its General Partner
	 
	 	 	 	 	By:	 	MLB Development, L.P.,

a California limited partnership,

Its Manager
	 
	 	 	 	 	 	 	By:	 	Watco, Inc.,

a California corporation,

Its General partner
	 
	

	 	 	 	 	 	 	 	 	By:	/s/ David T. Beauchamp
	

	 	 	 	 	 	 	 	 	 	
 
	

	 	 	 	 	 	 	 	 	 	David T. Beauchamp

Its President







	 	 	 	 	 	 	 	 	 	 
	

	 	 		 	 	By:
	 	Midlands Company,

a Delaware corporation,

Its Manager
	 
	

	 	 	 	 	 	 	 	By:	/s/ David T. Beauchamp
	

	 	 	 	 	 	 	 	 	
 
	

	 	 	 	 	 	 	 	 	David T. Beauchamp

Its President

















 





	 	 	 	 	 	 	 
		 	MLB DEVELOPMENT, L.P.,

a California limited partnership,

Its Manager
	 
	 	 	By:	 	Watco, Inc.,

a California corporation,

Its General partner
	 
	

	 	 	 	By:
	 	/s/ David T. Beauchamp
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	David T. Beauchamp

Its President

















 




	 	 	 	 	 
	 	1999 BEAUCHAMP SPECIAL TRUST — DTB

EXEMPT TRUST, DATED MAY 1, 1999

 	 
	 	By:  	/s/ David T. Beauchamp
 	 
	 	 	David T. Beauchamp 	 
	 	 	Its General Partner 	 
	 














 




	 	 	 	 	 
	 	1999 BEAUCHAMP SPECIAL TRUST — RLB

EXEMPT TRUST, DATED MAY 1, 1999

 	 
	 	By:  	/s/ Richard L. Beauchamp
 	 
	 	 	Richard L. Beauchamp 	 
	 	 	Its General Partner 	 
	 














 




	 	 	 	 	 
	 	1999 BEAUCHAMP SPECIAL TRUST — RFB

EXEMPT TRUST, DATED MAY 1, 1999

 	 
	 	By:  	/s/ Robert F. Beauchamp, Sr.
 	 
	 	 	Robert F. Beauchamp, Sr. 	 
	 	 	Its General Partner 	 
	 














 




	 	 	 	 	 
	 	1999 BEAUCHAMP SPECIAL TRUST — BG

EXEMPT TRUST, DATED MAY 1, 1999

 	 
	 	By:  	/s/ Beverley Grimstad
 	 
	 	 	Beverley Grimstad 	 
	 	 	Its Trustee 	 
	 














 




	 	 	 	 	 
	 	1999 BEAUCHAMP SPECIAL TRUST — DBR

EXEMPT TRUST, DATED MAY 1, 1999

 	 
	 	By:  	/s/ Dorothy Beauchamp Riechers
 	 
	 	 	Dorothy Beauchamp Riechers 	 
	 	 	Its General Partner 	 
	 














 




	 	 	 	 	 
	 	THE BEAUCHAMP FAMILY TRUST DATED

APRIL 5, 1990, AS AMENDED

 	 
	 	By:  	/s/ David T. Beauchamp
 	 
	 	 	David T. Beauchamp 	 
	 	 	Its Trustee 	 
	 














 




	 	 	 	 	 
	 	THE GRANDCHILDREN’S POT TRUST

CREATED UNDER THE BEVERLEY

GRIMSTAD 2001 GRANT TRUST u/d/t 6/15/01

 	 
	 	By:  	/s/ John Andor Grimstad
 	 
	 	 	John Andor Grimstad 	 
	 	 	Its Trustee 	 
	 














 




	 	 	 	 	 
	 	THE TIMOTHY SCOTT WAGNER

REVOCABLE TRUST DATED 6/1/88,

AS AMENDED

 	 
	 	By:  	/s/ Timothy S. Wagner
 	 
	 	 	Timothy S. Wagner 	 
	 	 	Its Trustee