UDR (UDR) 8-K Amendment Torestricted Stock Award Agreement

Exhibit 99.1

AMENDMENT TO

RESTRICTED STOCK AWARD AGREEMENT

under the

UNITED DOMINION REALTY TRUST, INC.

1999 LONG-TERM INCENTIVE PLAN

     This Amendment (the “Amendment”) to the Thomas W. Toomey Restricted Stock Award Agreement dated February 8, 2002 (the “Award Agreement”) of United Dominion Realty Trust, Inc., a Maryland corporation (the “Corporation”), amends Section 2 of the Award Agreement. This Amendment has been duly adopted by the Compensation Committee of the Board of Directors of the Corporation on December 31, 2004.

Section 2 of the Award Agreement is hereby amended in its entirety to read as follows:

2. Vesting of Restricted Stock. Unless the exercisability of this Agreement is accelerated in accordance with Article 14 of the Plan, 100% of the Shares subject to this Agreement shall vest on February 8, 2008.

All other terms and provisions set forth in the Award Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the undersigned have acknowledged this Amendment as of the 31^st day of December, 2004.

UNITED DOMINION REALTY TRUST, INC.
By:	/s/ CHRISTOPHER D. GENRY
	Christopher D. Genry Executive Vice President and Chief Financial Officer

GRANTEE:
By:	/s/ THOMAS W. TOOMEY
	Thomas W. Toomey