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:

     4.  Invoicing for Flights . The Company will pay all expenses related to the operation of the Aircraft when incurred, and will provide an invoice to Executive for the Lease Fee determined in accordance with paragraph 2 above on the last day of the month in which any flight or flights for the account of Executive have been made under this Agreement. Executive shall pay the Company the invoice, together with applicable taxes, within thirty (30) days of receipt of the invoice.

     5.  Taxes . The amounts to be paid by Executive under FAR Part 91.501(d) are subject to a Federal Excise Tax as imposed under I.R.C. Section 4261. It is the responsibility of the Company to collect and remit the tax on the amounts paid. The Company is responsible for all other state or federal taxes that may arise under this Agreement.

     6.  Requests for Flights . Executive will provide the Company with requests for flight time and proposed flight schedules as far in advance of any given flight as possible, and in any case, at least two (2) business days in advance of Executive’s planned departure (unless the Company agrees to a shorter notice in a particular case in its discretion). Requests for flight time shall be in a form, whether written or oral, mutually convenient to, and agreed upon by the parties. In addition to the proposed schedules and flight times, Executive shall provide at least the following information for each proposed flight prior to scheduled departure as required by the Company or the Company’s flight crew:

          (a) proposed departure point;

          (b) destination;

          (c) date and time of flight;

          (d) the number, name, and relationship to the Executive of anticipated passengers;

          (e) the nature and extent of luggage and/or cargo to be carried;

          (f) the date and time of return flight, if any; and

          (g) any other information concerning the proposed flight that may be pertinent or required by the Company or the Company’s flight crew.

     7.  Scheduling Flights . The Company shall have final authority over the scheduling of the Aircraft, provided, however, that the Company will use reasonable efforts to accommodate

Executive’s requests and to avoid conflicts in scheduling. It is understood that the Company shall not be obligated to retain or contract for additional flight crew or maintenance personnel or equipment in order to accommodate Executive’s schedule requests.

     8.  Maintenance of Aircraft . The Company shall be solely responsible for securing maintenance, preventive maintenance and required or otherwise necessary inspections on the Aircraft, and shall take such requirements into account in scheduling the Aircraft. No period of maintenance, preventative maintenance or inspection shall be delayed or postponed for the purpose of scheduling the Aircraft, unless said maintenance or inspection can be safely conducted at a later time in compliance with all applicable laws and regulations, and within the sound discretion of the pilot in command. The pilot in command shall have final and com