UDR, Inc. — Director's Dealing 2003

Jul 22, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNITED DOMINION REALTY TRUST INC (UDR)
CIK: 0000074208
Period of Report: 2003-07-18

Reporting Person: GIANNOTTI RICHARD A (Senior Vice President)

Footnotes

F1: The reporting person owns LLC Units issued by UDR Out-Performance I, LLC, a Virginia limited liability company (the "LLC"). The LLC's only assets are OPPSs issued by United Dominion Realty, L.P., a Virginia limited partnership (the "Limited Partnership").

F2: Beginning on June 1, 2004, the LLC Units may be exchanged at the LLC's option for OPPSs on a 1:1 basis. Each OPPS is exchangeable for approximately 1.5 Operating Partnership Units ("OPUs") issued by the Limited Partnership. Beginning one year after the date of any such exchange of OPPSs for OPUs, the holder of the OPUs may require the Limited Partnership to redeem the OPUs for a cash amount equal to the cash value of the common stock of the Issuer on a 1:1 basis subject to the Issuer's right to purchase the OP Units for such cash value or by substituting shares of the Issuer's common stock on a 1:1 basis in lieu of cash.

F3: There is no expiration date for these securities. The field is required for filing acceptance and the date is used for acceptance of filing purposes only.