EXHIBIT 4.3


UNITED
DOMINION REALTY TRUST, INC.


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


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


 


	
  REGISTERED
  No. FXR-1

  	
   

  	
  CUSIP No.: 

  91019PCR1

  	
   

  	
  PRINCIPAL AMOUNT: 

  $125,000,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNITED
  DOMINION REALTY TRUST, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MEDIUM-TERM
  NOTE

  (Fixed Rate)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ORIGINAL ISSUE DATE:

  June 7, 2006

  	
   

  	
  INTEREST RATE: 

  6.050%

  	
   

  	
  STATED MATURITY DATE: 

  June 1, 2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTEREST PAYMENT DATE(S)

  	
   

  	
  o CHECK
  IF DISCOUNT NOTE

  	
   

  	
   

  
	
  x June
  1 and December 1, commencing December 1, 2006

  	
   

  	
  Issue Price:%

  	
   

  	
   

  
	
  o Other:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INITIAL REDEMPTION

  	
   

  	
  INITIAL REDEMPTION

  	
   

  	
  ANNUAL REDEMPTION

  
	
  DATE: See Addendum

  	
   

  	
  PERCENTAGE: See Addendum

  	
   

  	
  PERCENTAGE REDUCTION: See Addendum

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OPTIONAL REPAYMENT

  	
   

  	
   

  	
   

  	
   

  
	
  DATE(S): N/A

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SPECIFIED CURRENCY:

  	
   

  	
  AUTHORIZED DENOMINATION:

  	
   

  	
  EXCHANGE RATE

  
	
  x U.S.
  dollars 

  o Other:

  	
   

  	
  x $1,000
  and integral multiples thereof

  	
   

  	
  AGENT: N/A

  
	
   

  	
   

  	
  o Other:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ADDENDUM ATTACHED

  	
   

  	
  DEFAULT INTEREST RATE: N/A

  	
   

  	
  OTHER/ADDITIONAL PROVISIONS: N/A

  
	
  x Yes

  o No

  	
   

  	
   

  	
   

  	
   

  



 









 



 


UNITED DOMINION REALTY
TRUST, INC., a Maryland corporation (the “Company”, which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & Co., as nominee for The
Depository Trust Company, or registered assigns, the Principal Amount of ONE HUNDRED
TWENTY-FIVE MILLION DOLLARS ($125,000,00) on the Stated Maturity Date specified
above (or any Redemption Date or Repayment Date, each as defined on the reverse
hereof, or any earlier date of acceleration of maturity) (each such date being
hereinafter referred to as the “Maturity Date” with respect to the principal repayable
on such date) and to pay interest thereon (and on any overdue principal,
premium and/or interest to the extent legally enforceable) at the Interest Rate
per annum specified above, until the principal hereof is paid or duly made
available for payment.  The Company will
pay interest in arrears on each Interest Payment Date, if any, specified above
(each, an “Interest Payment Date”), commencing with the first Interest Payment
Date next succeeding the Original Issue Date specified above, and on the Maturity
Date; provided, however, that if the Original Issue Date occurs
between a Record Date (as defined below) and the next succeeding Interest
Payment Date, interest payment will commence on the Interest Payment Date
immediately following the next succeeding Record Date to the registered holder
(the “Holder”) of this Note on the next succeeding Record Date.  Interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months.


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


Payment of principal,
premium, if any, and interest in respect of this Note due on the Maturity Date
will be made in immediately available funds upon presentation and surrender of
this Note (and, with respect to any applicable repayment of this Note, upon
delivery of instructions as contemplated on the reverse hereof) at the office
or agency maintained by the Company for that purpose in the Borough of
Manhattan, The City of New York, currently the office of the Trustee located at
100 Wall Street, 16th Floor,
New York, New York 10005, or at such other paying agency in the Borough of
Manhattan, The City of New York, as the Company may determine; provided,
however, that if the Specified Currency (as defined below) is other 



 2
 






 



 


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


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


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


The Company is obligated to
make payment of principal, premium, if any, and interest in respect of this
Note in the currency in which this Note is denominated above (or, if such
currency is not at the time of such payment legal tender for the payment of
public and private debts in the country issuing such currency or, if such
currency is Euro, in the member states of the European Union that have adopted
the single currency in accordance with the Treaty establishing the European
Community, as amended by the Treaty on European Union, then the currency which
is at the time of such payment legal tender in the related country or in the
adopting member states of the European Union, as the case may be) (the “Specified
Currency”).  If the Specified Currency is
other than U.S. dollars, except as otherwise provided below, any such amounts
so 



 3
 






 



 


payable by the Company will
be converted by the Exchange Rate Agent specified above into U.S. dollars for
payment to the Holder of this Note.


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


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


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


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



 4
 






 



 


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


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


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


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



 5
 






 



 


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


	
   

  	
   

  	
   

  	
  UNITED DOMINION REALTY TRUST, INC., a Maryland
  corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
  /s/  Christopher D. Genry

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Christopher D. Genry

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President — Corporate Strategy and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Mary Ellen Norwood

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Mary Ellen Norwood

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President — Legal Administration and Corporate
  Secretary

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated: June 7, 2006

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRUSTEE’S CERTIFICATE OF AUTHENTICATION:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S. BANK NATIONAL ASSOCIATION,

  	
   

  	
   

  	
   

  	
   

  
	
  successor trustee to Wachovia Bank, National Association
  (formerly known as First Union National Bank of Virginia), as Trustee 

   

   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Patrick J. Crowley

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  	
   

  	
   

  	
  Authentication Date: June 7, 2006

  



 



 6
 






 



 


[REVERSE OF NOTE]


UNITED DOMINION REALTY TRUST,
INC.


MEDIUM-TERM NOTE

(Fixed Rate)


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


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


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


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



 7
 






 



 


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


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


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


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


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



 8
 






 



 


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


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


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


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


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


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


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


As provided in the Indenture
and subject to certain limitations therein and herein set forth, the transfer
of this Note is registrable in the Security Register of the Company upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any place where the principal hereof and any premium or interest
hereon are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and 



 9
 






 



 


the Security Registrar duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes having the same terms and provisions, of
Authorized Denominations and for the same aggregate principal amount, will be
issued by the Company to the designated transferee or transferees.


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


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


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


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



 10
 






 



 


UNITED DOMINION REALTY
TRUST, INC.


ADDENDUM TO MEDIUM-TERM NOTE

(Fixed Rate)


The Company may redeem all
or part of this Note at any time at its option at a redemption price equal to
the greater of (1) the principal amount of this Note being redeemed plus
accrued and unpaid interest to the redemption date or (2) the Make-Whole Amount
for the principal amount of this Note being redeemed.


“Make-Whole Amount” means,
as determined by the Quotation Agent, the sum of the present values of the
principal amount of this Note to be redeemed, together with the scheduled
payments of interest (exclusive of interest to the redemption date) from the
redemption date to the maturity date of this Note being redeemed, in each case
discounted to the redemption date on a semi-annual basis, assuming a 360-day
year consisting of twelve 30-day months, at the Adjusted Treasury Rate, plus
accrued and unpaid interest on the principal amount of this Note being redeemed
to the redemption date.


“Adjusted Treasury Rate”
means, with respect to any redemption date, the sum of (x) either (1) the yield
for the maturity corresponding to the Comparable Treasury Issue, under the
heading that represents the average for the immediately preceding week,
appearing in the most recent published statistical release designated “H.15
(519)” or any successor publication that is published weekly by the Board of
Governors of the Federal Reserve System and that establishes yields on actively
traded United States Treasury securities adjusted to constant maturity under
the caption “Treasury Constant Maturities” (provided, if no maturity is within
three months before or after the remaining term of this Note, yields for the
two published maturities most closely corresponding to the Comparable Treasury
Issue shall be determined and the Adjusted Treasury Rate shall be interpolated
or extrapolated from such yields on a straight line basis, rounded to the
nearest month) or (2) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per year equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date, in each case
calculated on the third business day preceding the redemption date, and (y)
..20%.


“Comparable Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as
having a maturity comparable to the remaining term from the redemption date to
the maturity date of this Note that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of this
Note.


“Comparable Treasury Price”
means, with respect to any redemption date, (x) the average of three
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest Reference Treasury Dealer Quotations so obtained or
(y) if fewer than five Reference Treasury Dealer Quotations are so
obtained, the average of all such Reference Treasury Dealer Quotations so
obtained.



 11
 






 



 


“Quotation Agent” means the
Reference Treasury Dealer selected by the indenture trustee after consultation
with the Company.


“Reference Treasury Dealer”
means any of J.P. Morgan Securities Inc., Goldman, Sachs & Co., their
respective successors and assigns and three other nationally recognized
investment banking firm selected by the Company that is a primary U.S.
Government securities dealer.


“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the indenture trustee, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the indenture
trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on
the third business day preceding such redemption date.



 12
 






 



 


ABBREVIATIONS


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


	
  TEN COM

  	
  - as tenants in common

  	
  UNIF GIFT MIN ACT - 

  	
   

  	
  Custodian

  	
   

  
	
  TEN ENT

  	
  - as tenants by the entireties

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  JT TEN

  	
  - as joint tenants with right of 

  	
   

  	
  under Uniform Gifts to 

  	
   

  
	
   

  	
  survivorship and not as tenants in common

  	
   

  	
  Minors Act 

  	
  (State)

  



 


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






 


ASSIGNMENT


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


 


	
  PLEASE INSERT SOCIAL SECURITY OR

  OTHER

  IDENTIFYING NUMBER OF ASSIGNEE

  	
   

  



 


	
  

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

  
	
   

  	
   

  	
   

  
	
   

  
	
  this Note and all rights thereunder hereby
  irrevocably constituting and appointing

  
	
   

  	
   

  	
   

  
	
   

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

  



 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  



 



 13