SUPPLEMENTAL INDENTURE

EXHIBIT 4.1

SUPPLEMENTAL INDENTURE

This Supplemental Indenture is dated as of August 20, 2009 (this “Supplemental Indenture”), among UDR, Inc., a Maryland corporation (formerly known as United Dominion Realty Trust, Inc., a Maryland corporation, and successor by merger to United Dominion Realty Trust, Inc., a Virginia corporation)(the “Company”), and U.S. Bank National Association (as successor to NationsBank of Virginia, N.A.), as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of April 1, 1994 (the “Indenture”), under which the Company issued an aggregate principal amount of $150,000,000 of the Company’s 8 1/2 % Debentures Due September 15, 2024 (the “Notes”); and

WHEREAS, the Company has solicited consents (the “Consent Solicitation”) from the Holders of the Notes to certain proposed amendments to the Indenture (the “Proposed Amendments”) as set forth in Section 2.01 hereof, in accordance with the terms of an Offer to Purchase and Consent Solicitation Statement dated August 4, 2009 (the “Offer to Purchase”); and

WHEREAS, pursuant to Section 9.02 of the Indenture, with the consent of the Holders of not less than a majority in principal amount of the Notes at the time outstanding, the Company and the Trustee may enter into a supplemental indenture for the purpose of adopting the Proposed Amendments; and

WHEREAS, pursuant to the Consent Solicitation, the Holders of a majority in principal amount of the outstanding Notes have consented to the adoption of the Proposed Amendments; and

WHEREAS, the Notes are the only series of notes currently outstanding under the Indenture; and

WHEREAS, the Supplemental Indenture complies with the provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); and

WHEREAS, the Supplemental Indenture has been approved by the Board of Directors of the Company or by a duly authorized committee of the Board of Directors.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Defined Terms . Capitalized terms not otherwise defined herein shall have the meaning given to them in the Indenture. The words “herein,” “hereof’ and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

INDENTURE AMENDMENTS

Section 2.01. Deletion of Certain Sections and Subsections from the Indenture . The text of the following sections and subsections of the Indenture shall be deleted from the Indenture: