UDR, INC. Medium-Term Notes, Series A Due Nine Months or More From Date of Issue Fully and Unconditionally Guaranteed by UNITED DOMINION REALTY, L.P. (a Delaware limited partnership) THIRD AMENDED AND RESTATED DISTRIBUTION AGREEMENTDistribution Agreement • September 1st, 2011 • UDR, Inc. • Real estate investment trusts • New York
UDR, Inc., a Maryland corporation (the “Company”), and United Dominion Realty, L.P., a Delaware limited partnership (the “Operating Partnership”), each confirms its agreement with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (each, an “Agent,” and together, the “Agents”) with respect to the issue and sale by the Company of its Medium-Term Notes, Series A, Due Nine Months or More From Date of Issue (the “Notes”). The Notes will be fully and unconditionally guaranteed as to payment of the principal thereof, and premium, if any, and interest thereon (the “Guarantee” and, together with the Notes, the “Securities”) by the Operating Partnership. The Securities will be issued pursuant to an indenture, dated as of November 1, 1995, between the Company (successor by merger to United Dominion Realty Trust, Inc., a Virginia corporation) and U.S.
UDR, INC. Common Stock ($0.01 par value) ATM EQUITY OFFERINGSM SALES AGREEMENTAtm Equity Offering Sales Agreement • September 1st, 2011 • UDR, Inc. • Real estate investment trusts • New York
