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                                                                   EXHIBIT 10.24


                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT ("Agreement"), entered into this 8th day of
December, 1998, between UNITED DOMINION REALTY TRUST, INC., a Virginia
corporation (the "Company") and RICHARD A. GIANNOTTI (the "Executive"), recites
and provides as follows:

                                    RECITALS:

      On September 24, 1997, the Company and the Executive entered into an
employment agreement (the "Employment Agreement"). The Company and the Executive
now wish to terminate the Employment Agreement and replace it with this
Agreement.

                                   AGREEMENT:

      NOW, THEREFORE, in consideration of the foregoing, and the mutual promises
and undertakings hereinafter set forth, and the payments to be made to the
Executive hereunder, the parties hereto agree as follows:

1.    Position and Duties.

      a. The Company hereby agrees to and hereby does continue to employ the
Executive as an executive officer of the Company, subject to the supervision of
the Chief Executive Officer of the Company, or such other senior officer of the
Company as may be prescribed by the Chief Executive Officer or the Board of
Directors of the Company (the "Board"). Currently, the Executive reports to the
Chief Executive Officer and is responsible for Development for the Northern and
Southern Regions of the Company. The parties agree that the Employment Agreement
is hereby terminated and this Agreement is replaced in its stead.

      The Executive agrees that the description of the executive position above
shall not limit the Company from assigning to the Executive such other duties
and functions in addition to or in substitution of those described above.

      b. The Executive agrees to serve the Company as a full time executive
officer with duties and authority as set forth in the Company's by-laws or as
otherwise prescribed by the Board, the Chief Executive Officer, or such other
senior officer prescribed by the Chief Executive Officer or the Board. The
Executive shall devote such time, attention, skill, and efforts to the
performance of his duties as a Company executive as shall be required therefore,
all under the supervision and direction of the Board, the Chief Executive
Officer, or such other senior officer prescribed by the Board. The Executive
agrees that during the period of his employment he will not, without the
approval of a majority of the independent directors of the Board, have any other
(i) real estate investment trust or business affiliations, or (ii) corporate
affiliations that conflict with the business of the Company or interfere with
the ability of the Executive to perform his duties for the Company or comply
with the covenants under this Agreement.

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2.    Term of Agreement.

      This Agreement will take effect as of the date of this Agreement and will
end on December 31, 1998. After December 31, 1998, this Agreement will
automatically renew for successive one (1) year periods, ending as of December
31 of each year, unless sooner terminated in accordance with Section 4.

3.    Compensation and Benefits.

      a. Base Salary. The Executive's pay will not be less than $175,000 per
year, payable in accordance with the Company's regular payroll practices, unless
the Executive consents to a lesser base salary in writing.

      b. Annual Incentive Compensation. The Executive's annual compensation
shall also include an annual incentive where the Executive has an opportunity to
earn a bonus of at least forty five percent (45%) of base salary based upon the
Executive and the Company meeting certain performance goals and objectives as
determined by the Compensation Committee of the Board (the "Compensation
Committee"). The Executive acknowledges that the Board or the Compensation
Committee, as appropriate, may elect to modify or terminate annual incentive
compensation for all executives at any time.

      c. Long Term Incentive Compensation. The Executive's compensation shall
also include participation (i) in the Company's 1982 Stock Option Plan; (ii) in
the Company's 1991 Officers Stock Purchase and Loan Plan; and (iii) any
"shareholder value plan" or other long-term compensation plan for senior
officers of the Company adopted by the Compensation Committee or the Board, on
the same basis as similarly situated executive officers of the Company. The
Executive acknowledges that the Board, or the Compensation Committee, as
appropriate, may elect to terminate or modify any or all long-term incentive
compensation at any time.

      d. Associate Benefit Plans. The Executive will be eligible to participate
in any and all employee benefit plans, medical insurance plans, retirement
plans, and other benefit plans in effect for employees in similar positions at
the Company (the "Company Plans") or any other plans applicable for other
officers or executive officers of the Company. Such participation shall be
subject to the terms of the applicable plan documents and the Company's
generally applied policies. In addition, the Executive acknowledges that the
Company may elect to terminate or modify any or all Company Plans at any time.

      e. Travel. It is contemplated that the Executive will be required to incur
travel and entertainment expense in the interests and on behalf of the Company
and in furtherance of its business. The Executive agrees to comply with the
travel and entertainment guidelines of the Company, which may be modified from
time to time (the "T&E Guidelines"). The Company at the end of each month during
the period of this Agreement will, upon submission of appropriate bills or
vouchers, reimburse expenses incurred by the Executive during such month in
compliance with

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the T&E Guidelines. The Executive agrees to maintain adequate records, in such
detail as the Company may reasonably request, of all expenses to be reimbursed
by the Company hereunder and to make such records available for inspection as
and when reasonably requested by the Company.

4.    Employment Termination Outside of Change of Control.

      a. Incapacity; Death. This Agreement may be terminated by the Company, by
delivery of a "Notice of Termination" (defined in Section 8) to the Executive or
his personal representative given at least thirty (30) days prior to the
effective date specified therein, in the event that the Executive shall be
unable to perform his duties hereunder for a period of more than three
consecutive months as a result of illness or incapacity. This Agreement shall
terminate on the death of the Executive.

      b. Without Cause. This Agreement may be terminated by the Company, without
cause, by delivery of a "Notice of Termination" (defined in Section 8) given to
the Executive ten (10) days prior to the effective date of such termination.

      c. Severance Compensation. Upon termination of this Agreement pursuant to
Section 4 (a) or 4 (b), the Company shall pay to the Executive or his legal
representative certain compensation (the "Severance Compensation") as follows:

         (i)   Base Salary. The Executive shall be paid fifty-two (52) weeks
               of base salary, and the Company shall continue in effect for a
               period of fifty-two (52) weeks after the effective date of the
               Executive's termination, all health/life/disability insurance
               coverage provided to the Executive and his immediate family on
               the day immediately prior to the date of notice of termination
               or, if the Executive shall so elect, the Company shall pay to the
               Executive an amount equal to the portion of the premium allocable
               to the Executive for providing such coverage, provided, however,
               if such coverage cannot be continued by the Company, the Company
               shall pay to the Executive an amount sufficient for the Executive
               to obtain substantially similar coverage for a period of
               fifty-two (52) weeks after the effective date of termination.

         (ii)  Incentive Compensation. The Executive shall also be entitled
               to annual incentive compensation (i) actually earned by the
               Executive, if any, pursuant to Section 3(b) of this Agreement for
               the Company's current fiscal year prorated through the effective
               date of termination, which compensation shall be paid no later
               than forty-five (45) days after the end of the Company's fiscal
               year and (ii) an amount equal to the sum of the annual incentive
               compensation earned by the Executive over the two calendar years
               prior to the effective date of termination, divided by two
               ("Average Annual Incentive Compensation"). Compensation pursuant
               to paragraph 3(c) (long term incentive compensation) shall be
               governed by the terms of the subject plans.

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         (iii) Severance Compensation Reduction. In the event termination is
               pursuant to Section 4 (a) of this Agreement, the portion of
               Severance Compensation to be paid pursuant to Section 4(i) and
               (ii) shall be reduced by the amount of any life insurance
               proceeds paid by or through the Company or disability insurance
               payments for one (1) year, as appropriate, payable to the
               Executive or his personal representative or other beneficiary.

         (iv)  Timing. The Company, at its option, shall pay to the Executive
               or his legal representative the sums payable to such Executive or
               his legal representative on account of the portion of Severance
               Compensation consisting of (y) base salary either in a lump sum
               or in monthly increments payable on the first day of each month
               over the succeeding twelve (12) month period; and (z) the Average
               Annual Incentive Compensation within thirty (30) days after the
               effective date of termination.

         (v)   Life Insurance. The Executive shall also be entitled to direct
               the Company to change the beneficiary of any non-group life
               insurance policy to another person or group.

      d. By the Executive. This Agreement may be terminated by the Executive,
upon delivery of a "Notice of Termination" (defined in Section 8) given at least
ninety (90) days before the effective date of termination or for "Good Reason,"
which, for the purposes of this subsection, shall mean for the reasons set forth
in subsections 5(d)(i) to (vi). In such event, the Executive shall not be
entitled to any compensation under this Agreement for any period not worked
after the termination date, other than compensation to which the Executive is
entitled pursuant to Section 5.

      e. For Cause. The Company may terminate this Agreement for cause by
providing a "Notice of Termination" (defined in Section 8). In such event, the
Executive shall not be entitled to any compensation under this Agreement for the
period after the termination date, and any compensation paid to the Executive
shall be net of any sums owed by the Executive to the Company as a result of the
act for which the employment of the Executive was terminated. The circumstances
under which the Company will be deemed to have cause to terminate this Agreement
will be a breach of this Agreement or a serious offense inconsistent with his
duties as an Executive which shall include but not be limited to the following:

         (i)   The Executive is convicted of or pleads nolo contendere to any
               crime, other than a traffic offense or misdemeanor;

         (ii)  The Executive shall commit, with respect to the Company, an
               act of fraud or embezzlement or shall have been grossly negligent
               in the performance of his duties hereunder;

         (iii) The Executive engages in gross dereliction of duties, refusal
               to perform assigned duties consistent with his position, or
               repeated violation of the Company's policies after written
               warning; or,

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         (iv)  The Executive engages in drug abuse.

      f. Consulting Services. Upon termination of this Agreement, the Executive
shall, for a period of up to one year following the effective date of
termination, render such advisory or consulting services to the Company as it
may reasonably request, taking into account the Executive's health, business
commitments, geographical location and other relevant circumstances. The intent
of this paragraph is not to obligate the Executive to perform any day-to-day
duties for the Company following termination of his employment but only to
assist management in effecting a smooth transition of the functions or projects
for which the Executive was responsible while an employee of the Company. Should
the Executive fail to render such advisory or consulting services, after 30
days' prior written notice to the Executive and the Executive's failure to
commence the rendering of such service, the Company's sole remedy shall be to
terminate payment of any remaining severance compensation. If this Agreement is
terminated pursuant to Section 4(d)(except where the termination is for "Good
Reason") or 4(e) and no Severance Compensation is paid to the Executive, the
Executive shall be paid on an hourly basis to the extent requested by the
Company to perform advisory or consulting services, based upon his base salary
prior to termination for the actual time spent for advisory or consulting
services for the Company.

      g. Return of Company Property. The parties acknowledge and agree that
records, files, reports, manuals, handbooks, computer diskettes, computer
software, customer files and information, documents, equipment and the like,
relating to the Company's business or which are developed for or by the Company,
or which Executive shall develop, create, use, prepare or come into possession
of during his employment with the Company, shall remain the sole property of the
Company and Executive covenants to promptly deliver to the Company any and all
such property and any copies thereof no later than the termination of
Executive's employment with the Company.

      h. Covenants. The Executive shall not be entitled to any Severance
Compensation or benefits for any period he is in violation of the Covenants in
Section 6.

5.    Change of Control.

      a. Change of Control. For purposes of this Agreement, "Change of Control"
shall mean (i) the merger or consolidation of the Company with any other real
estate investment trust, corporation or other business entity, in which the
Company is not the survivor (without respect to the legal structure of the
transaction), (ii) the transfer or sale of all or substantially all of the
assets of the Company other than to an affiliate or subsidiary of the Company,
(iii) the liquidation of the Company, or (iv) the acquisition by any person or
by a group of persons acting in concert, of more than 50% of the outstanding
voting securities of the Company, which results in the resignation or addition
of fifty percent (50%) or more members of the Board or the resignation or
addition of fifty percent (50%) or more independent members of the Board.

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      b. Compensation Upon Termination. Following a Change in Control that
results in termination of the Executive's employment, the Executive shall be
entitled to the following benefits unless such termination is by the Executive
other than for "Good Reason" (as defined below):

         (i)      Compensation. The Company shall pay the Executive one
                  hundred four (104) weeks of base salary at the rate in effect
                  at the time Notice of Termination is given, and the equivalent
                  of two years of annual incentive compensation based upon the
                  average annual incentive compensation earned by the Executive
                  for the two calendar years prior to the effective date of
                  termination, plus all other amounts to which the Executive is
                  entitled under any compensation plan of the Company.

         (ii)     Benefits. The Company shall provide the Executive with life,
                  disability, accident and health insurance coverage (including
                  any dependent coverage) substantially similar to the coverage
                  the Executive is receiving immediately prior to the Notice of
                  Termination, for a twenty four (24) month period after the
                  Executive's termination. Benefits otherwise receivable by the
                  Executive pursuant to this subsection (ii) shall be reduced to
                  the extent comparable benefits are actually received by the
                  Executive during the twenty-four (24) month period following
                  termination, and any such benefits actually received by the
                  Executive shall be reported to the Company.

         (iii)    Long-Term Incentive Compensation. All of the Executive's
                  outstanding options, stock appreciation rights and any other
                  awards in the nature of rights that may be exercised shall
                  become fully vested and immediately exercisable; all
                  restrictions on any outstanding other awards held by the
                  Executive (such as awards of restricted stock) shall lapse;
                  and the Executive's balance in any deferred compensation plan
                  or shareholder value plan shall become fully vested and
                  immediately payable; provided, however, that such acceleration
                  will not occur if, in the opinion of the Company's
                  accountants, such acceleration would preclude the use of
                  "pooling of interest" accounting treatment for a Change of
                  Control transaction that (a) would otherwise qualify for such
                  accounting treatment, and (b) is contingent upon qualifying
                  for such accounting treatment.

         (iv)     Timing. The Severance Payments shall be made no later
                  than the thirtieth (30th) business day following the effective
                  date of termination. However, if the amounts of the Severance
                  Payments cannot be finally determined on or before such day,
                  the Company shall pay to the Executive on such day an estimate
                  of the minimum amount of such payments and shall pay the
                  remainder of such payments as soon as the amount thereof can
                  be determined but in no event later than the ninetieth (90th)
                  day after the effective date of termination.

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      c. Limitation of Benefits.

         (i)   Notwithstanding anything in this Agreement to the contrary, in
               the event it shall be determined that any benefit, payment or
               distribution by the Company to or for the benefit of Executive
               (whether payable or distributable pursuant to the terms of this
               Agreement or otherwise)(such benefits, payments or distributions
               are hereinafter referred to as "Payments") would, if paid, be
               subject to the excise tax (the "Excise Tax") imposed by Section
               4999 of the Code, then the aggregate present value of the
               Payments shall be reduced (but not below zero) to an amount
               expressed in present value that maximizes the aggregate present
               value of the Payments without causing the Payments or any part
               thereof to be subject to the Excise Tax and therefore
               nondeductible by the Company because of Section 280G of the Code
               (the "Reduced Amount"). For purposes of this Section, present
               value shall be determined in accordance with Section 280G(d)(4)
               of the Code.

         (ii)  All determinations required to be made under this Section,
               including whether an Excise Tax would otherwise be imposed,
               whether the Payments shall be reduced, the amount of the Reduced
               Amount, and the assumptions to be utilized in arriving at such
               determinations, shall be made by Ernst & Young, LLP or such other
               certified public accounting firm acceptable to the Company, in
               its sole discretion (the "Accounting Firm") which shall provide
               detailed supporting calculations both to the Company and
               Executive within fifteen (15) business days of the receipt of
               notice from Executive that a Payment is due to be made, or such
               earlier time as is requested by the Company. All fees and
               expenses of the Accounting Firm shall be borne solely by the
               Company. Any determination by the Accounting Firm shall be
               binding upon the Company and Executive. As a result of the
               uncertainty in the application of Section 4999 of the Code at the
               time of the initial determination by the Accounting Firm
               hereunder, it is possible that Payments hereunder will have been
               unnecessarily limited by this Section ("Underpayment"),
               consistent with the calculations required to be made hereunder.
               The Accounting Firm shall determine the amount of the
               Underpayment that has occurred and any such Underpayment shall be
               promptly paid by the Company to or for the benefit of Executive.

      d. Good Reason. The Executive shall be entitled to terminate this
Agreement for Good Reason. For purposes of this Section 5, "Good Reason" shall
mean the occurrence, within two (2) years after a Change in Control, of any of
the following circumstances:

         (i)   the assignment to the Executive of any duties inconsistent with
               the Executive's position and status as Director of Development
               for the Northern and Southern Regions or a substantial adverse
               alteration in the nature or

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               status of the Executive's responsibilities from those in effect
               immediately prior to the Change in Control;

         (ii)  a ten percent (10%) or greater reduction by the Company in the
               Executive's annual base salary as in effect on the date hereof or
               as the same may be increased from time to time except for
               across-the-board salary reductions affecting senior executives of
               the Company and senior executives of any person directly or
               indirectly in control of the Company;

         (iii) the Executive's relocation by the Company to a location not
               within fifty miles of the Executive's present office or job
               location;

         (iv)  the failure by the Company to pay to the Executive any portion of
               the Executive's current compensation, or to pay to the Executive
               any portion of an installment of deferred compensation under any
               deferred compensation program of the Company, within thirty (30)
               days of the date such compensation is due;

         (v)   the failure by the Company to continue in effect any annual or
               long-term monetary incentive opportunity to which the Executive
               was entitled, or any compensation plan in which the Executive
               participates immediately prior to the Change in Control which
               constitutes more than ten percent (10%) of the Executive's total
               compensation; provided, however, that the Company may modify the
               monetary incentive opportunities so as to provide the Executive
               with the same or similar monetary incentive opportunities;

         (vi)  the failure of the Company to obtain a satisfactory agreement
               from any successor to assume and agree to perform this Agreement
               or a similar agreement satisfactory to the Executive;

         (vii) in the event the Executive terminates this Agreement for Good
               Reason following a Change in Control as provided by this Section
               5, the Executive shall be entitled to the compensation provided
               by Section 5(b), reduced by the amount of compensation received
               by the Executive following the Change in Control through the
               effective date of termination.

      e. Potential Change of Control. For purposes of this Agreement, a
"Potential Change in Control" shall be deemed to have occurred if (i) the
Company enters into an agreement, the consummation of which would result in the
occurrence of a Change in Control; (ii) any person (including the Company)
publicly announces an intention to take or to consider taking actions which if
consummated would constitute a Change in Control; (iii) any person, who is or
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 9.5% or more of the combined voting power of the Company's
then outstanding securities increases his beneficial ownership of such
securities by 5% or more over the percentage so owned by such person on the date

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hereof; or (iv) the Board adopts a resolution to the effect that, for the
purposes of this Agreement, a Potential Change in Control has occurred. In the
event of a Potential Change in Control the Executive will remain in the employ
of the Company until the earliest of (x) a date which is six (6) months from the
occurrence of such Potential Change in Control, or (y) the occurrence of a
Change in Control.

6.    Confidentiality; Non-Competition and Non-Solicitation Covenants.

      a. Basis for Covenants. The Executive acknowledges that i) he will be
employed as an executive officer in a managerial capacity; ii) his employment
with the Company gives him access to confidential and proprietary information
concerning the Company; iii) the agreements and covenants contained in this
Section 6 (the "Covenants") are essential to protect the business of the
Company; and iv) the Executive is to receive consideration pursuant to this
Agreement. Executive recognizes and acknowledges that the confidential
information described in Section 6(b) (the "Confidential Information") which he
will acquire in the course of his employment is utilized by the Company in all
geographic areas in which the Company does business. Further, the Confidential
Information will also be utilized in all geographic areas into which the Company
expands its business. Thus, Executive acknowledges that he will be a formidable
competitor in all areas where the Company conducts business. Executive also
acknowledges that the Covenants serve to protect the Company's investment in the
Confidential Information.

      b. Confidentiality.

         (i)   The Executive acknowledges that he will be exposed to and learn
               a substantial amount of information which is proprietary and
               confidential to the Company, whether or not he develops or
               creates such information. The Executive acknowledges that such
               proprietary and confidential information may include, but is not
               limited to, trade secrets; acquisition or merger information;
               advertising and promotional programs; resource or developmental
               projects; plans or strategies for future business development;
               financial or statistical data; customer information, including,
               but not limited to, customer lists, sales records, account
               records, sales and marketing programs, pricing matters, and
               strategies and reports; and any Company manuals, forms,
               techniques, and other business procedures or methods, devices,
               computer software or matters of any kind relating to or with
               respect to any confidential program or projects of the Company,
               or any other information of a similar nature made available to
               the Executive and not known in the trade in which the Company is
               engaged, which, if misused or disclosed, could adversely affect
               the business or standing of the Company. Confidential Information
               shall not include information that is generally known or
               generally available to the public through no fault of the
               Executive.

         (ii)  The Executive agrees that except as required by law, he will
               not at any time divulge to any person, agency, institution,
               company or other entity any

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               information which he knows or has reason to believe is
               proprietary or confidential to the Company, including but not
               limited to the types of information described in Section 6(b)(i),
               or use such information to the competitive disadvantage of the
               Company. The Executive agrees that his duties and obligations
               under this Section 6 will continue for 12 months from the
               termination of his employment or as long as the Confidential
               Information remains proprietary or confidential to the Company.

      c. Non-Competition. During the period of the Executive's employment, the
Executive agrees that he will not, on behalf of anyone other than the Company,
engage in any managerial, executive, sales, or marketing activities related to
any business in which the Company is or becomes engaged during the Executive's
employment without the consent of the Board.

      d. Non-Solicitation. The Executive agrees that for a twelve (12) month
period following the termination of his employment with the Company for any
reason (including the Executive's resignation), the Executive shall not,
directly or indirectly, hire or solicit any employee of the Company employed at
the time of his termination, or encourage any such employee to leave such
employment.

      e. Scope of Covenants.

         (i)   Executive acknowledges that the Company intends to extend
               business operations throughout the United States of America.
               Therefore, for a period of twelve (12) months after termination
               of Executive's employment for any reason (including Executive's
               resignation), Executive agrees that he shall not directly or
               indirectly carry on or participate in the ownership or management
               of apartment communities of the same class and quality of the
               communities owned by the Company that directly competes with the
               Company anywhere within the United States of America.

         (ii)  Independent of the preceding provision, Executive agrees that
               he shall not, for a period of twelve (12) months after
               termination of Executive's employment, directly or indirectly
               carry on or participate in the ownership or management of
               apartment communities of the same class and quality of the
               apartment communities owned by the Company that directly competes
               with the Company within any county or city in which the Company
               conducts business.

         (iii) These covenants shall not apply in the event the Executive is
               terminated (i) by the Company without cause or as a result of a
               Change of Control, or (ii) by the Executive (y) for Good Reason,
               which, for the purposes of this subsection, shall mean any of the
               reasons set forth in subsections 5(d)(i) to (iv), or (z) for a
               period of one (1) year following any change in the officer to
               whom the Executive directly reports.

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      f.    Reasonableness of Covenants. The Executive agrees that the Covenants
            are necessary for the reasonable and proper protection of the
            Company and that the Covenants are reasonable in respect of subject
            matter, length of time, and geographic scope. The Executive further
            acknowledges that the Covenants will not unreasonably restrict him
            from earning a livelihood following the termination of his
            employment with the Company.

      g.    Governing Law; Public Policy.

            (i)   The parties agree that it is not their intention to violate
                  any public policy or statutory or common law. The parties
                  intend that the provisions of this Agreement be enforced to
                  the fullest extent permissible under the laws and public
                  policies applied in each jurisdiction in which enforcement is
                  sought. If any provision of this Agreement is found by a court
                  to be unenforceable, the parties authorize the court to amend
                  or modify the provision to make it enforceable in the most
                  restrictive fashion permitted by law.

            (ii)  The Executive and the Company are sophisticated parties and
                  fully understand (i) the ramifications of the non-competition,
                  non-solicitation and confidentiality restrictions of this
                  Agreement and (ii) that the laws of each state with respect to
                  the enforceability of such provisions vary. The parties are
                  specifically selecting the internal laws of the Commonwealth
                  of Virginia to govern this Agreement in order that it be
                  enforceable against all of them.

      h. Outside Business. The Company acknowledges that the Executive's family
is engaged in seniors housing and land banking (the 'Family Business') and that
the Executive is engaged in the Family Business. Sections 6(c) and 6(e) shall
not apply to the Executive's participation in the Family Business. The Company
also acknowledges that the Executive is involved in the "land bank" business
described in the attached memo dated January 8, 1999, (the "Land Bank
Business"). In the event the Company elects to participate in the Land Bank
Business or similar business in the future, Executives participation in the Land
Bank Business shall not be a violation of the covenants in Section 6(c) or 6(e).

      i. Separate Agreement Upon Termination. The provisions of this Section 6
so far as they relate to the period after the end of the term of this Agreement
shall continue to have effect and shall operate as a separate agreement between
the Company and the Executive.

7.    Successors and Assigns.

      a. The Executive acknowledges and agrees that this Agreement is a contract
for his personal services, he is not entitled to assign, subcontract, or
transfer any of the obligations imposed or benefits provided under this
Agreement.

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      b. This Agreement shall be binding on and will inure to the benefit of any
successors or assigns of the Company.

8.    Definitions. The following terms shall have the following meanings:

      a. A "Notice of Termination" shall mean a written notice which shall
indicate the specific termination provision in this Agreement relied upon and,
if appropriate, shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provisions so indicated.

      b. "Code" shall mean the Internal Revenue Code of 1986, as amended.

9.    Miscellaneous.

      a. Integration. This Agreement contains the complete agreement between the
Executive and the Company with respect to its subject matter. This Agreement
supersedes all previous and contemporaneous agreements, negotiations,
commitments, writings, and undertakings.

      b. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Virginia, regardless of choice
of law rules. Any dispute arising between the parties related to or involving
this Agreement will be litigated in a court having jurisdiction in the
Commonwealth of Virginia.

      c. Modifications. This Agreement may be modified or waived only by a
writing signed by both parties.

      d. Waivers. Any waiver of a breach of this Agreement will not constitute a
waiver of any future breach, whether of a similar or dissimilar nature.

      e. Severability. The covenants in the various provisions of Section 6 are
separate and independent contractual provisions. The invalidity or
unenforceability of any particular restrictive covenant or any other provision
of this Agreement shall not affect the other provisions hereof, and this
Agreement shall be construed in all respects as if such invalid or unenforceable
provision were omitted.

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WE AGREE TO THIS:

UNITED DOMINION REALTY TRUST, INC.,
a Virginia corporation

By: /s/ John P. McCann
    ------------------------------

Its: Chairman

EXECUTIVE

/s/ Richard A. Giannotti
----------------------------------
RICHARD A. GIANNOTTI

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