UDR, Inc. Independent Director Compensation Component Compensation Annual Board Retainer Non-Executive Chairman $ 100,000 Non-Executive Director $ 50,000 Annual Committee Retainer Member Audit $ 7,500 Compensation $ 7,500 Executive* $ 7,500 Governance $ 7,500 Chairman Audit $ 15,000 Compensation $ 15,000 Executive* $ 15,000 Governance $ 15,000 Long-term incentives Fixed # of shares TBDVesting 1/3 of the Shares shall vest each year on the date of grantValue $90,000 (at closing sales price on 1/1/08) ($180,000 for Non-Executive Chairman)Performance # of shares None Vesting Value Maximum