AGREEMENT

EXHIBIT 10.1

AGREEMENT

     This Agreement (this “Agreement”) is made effective as of November 7, 2005 (the “Effective Date”) by and between United Dominion Realty Trust, Inc., a Maryland corporation (“Company”), and Thomas W. Toomey (“Executive”).

RECITALS

     WHEREAS, the Company has leased a Raytheon Hawker 800XP civil aircraft bearing United States Registration Number N526XP (to be changed to N837RE) Serial Number 258526 (the” Aircraft”) pursuant to the terms of that certain Aircraft Lease, dated as of June 24, 2005 (the “Aircraft Lease”) between the Company and Wells Fargo Bank Northwest, National Association (“Lessor”); and

     WHEREAS, the Company has entered into an Aircraft Management Agreement, dated as of June 1, 2005 between the Company and The Air Group, Inc., for The Air Group, Inc. to provide a fully qualified flight crew to operate the Aircraft; and

     WHEREAS, Executive is Chief Executive Officer and President of the Company; and

     WHEREAS, the Company agrees to provide the Aircraft to Executive and Executive desires to lease the Aircraft from the Company from time to time on the basis defined in Section 91.501(c) (1) of the Federal Aviation Regulations (“FARs”).

     NOW, THEREFORE, in consideration of the foregoing, and the other promises contained herein, the parties, intending to be legally bound hereby, agree as follows:

     1. Lease of Aircraft. The Company agrees to lease the Aircraft to Executive on a non-exclusive basis from time to time as mutually agreed between the parties pursuant to the provisions of FAR 91.501(c)(1) and to provide a fully qualified flight crew for all operations conducted under this Agreement. This Agreement and Executive’s rights hereunder are also subject to and expressly subordinate to the terms and conditions of the Aircraft Management Agreement.

     2. Term and Termination. This Agreement shall be effective on the date set forth above and, subject to the provisions of Section 13 of this Agreement, shall remain in effect until terminated by either party upon ten (10) days prior written notice to the other (the “Term”); provided however this Agreement shall automatically terminate upon the earlier of: (a) the date of termination of the Aircraft Lease; or (b) the date that Executive is no longer employed by the Company.

     3. Executive’s Payment Obligations. Executive shall pay to the Company for each flight conducted under this Agreement a lease fee (“Lease Fee”) equal to the actual expenses of each specific flight as authorized by FAR Part 91.501(d). Such actual expenses shall include: