United Dominion Realty Trust (UDR)

(d)           of the voluntary or involuntary dissolution, liquidation or winding up of the Issuer;

the Issuer shall cause to be filed with the Trustee and to be mailed to each holder of Notes at its address appearing on the Note Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.  Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Section 13.11.  Stockholder Rights Plans.  If the Issuer has in effect a rights plan while any Notes remain outstanding, holders of Notes will receive, upon a conversion of Notes in respect of which the Issuer is required to deliver shares of Common Stock, in addition to such shares of Common Stock, rights under the Issuer’s stockholder rights agreement unless, prior to conversion, the rights have expired, terminated or been redeemed or unless the rights have separated from the Common Stock. If the rights provided for in the rights plan adopted by the Issuer have separated from the Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that holders of Notes would not be entitled to receive any rights in respect of Common Stock, if any, that the Issuer is required to deliver upon conversion of Notes, the Conversion Rate will be adjusted at the time of separation as if the Issuer had distributed to all holders of Common Stock capital shares, evidences of indebtedness or other assets or property pursuant to Section 13.05(c) above, subject to readjustment upon the subsequent expiration, termination or redemption of the rights.

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