X0303 4 2010-08-02 0000074208 UDR, Inc. UDR 0001195697 TOOMEY THOMAS W 1745 SHEA CENTER DRIVE SUITE 200 HIGHLANDS RANCH CO 80129 1 1 Chief Executive Officer Common Stock 2010-08-02 4 A 0 3438 20.13 A 1374649 D Vesting of the shares awarded to the reporting person is subject to the reporting person's continued employment with the Issuer and the achievement by the Issuer of certain performance goals during the period ending December 31, 2012; provided, that if the performance goals are not met during such period, vesting will be extended for an additional year and certain of the performance targets will be increased. /s/ Thomas W. Toomey 2010-08-03