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                                                                   Exhibit 10.32



                               FIRST AMENDMENT TO
                                THE LEXFORD, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN


         WHEREAS, Lexford Residential Trust, formerly Lexford, Inc. and Cardinal
Realty Services, Inc. (the "Company"), established the Lexford, Inc. Executive
Deferred Compensation Plan (the "Plan") effective as of April 18, 1996; and

         WHEREAS, terms used in this First Amendment (including, without
limitation, these recitals) without definition have the meanings given to them
in the Plan, as amended hereby; and

         WHEREAS, the Plan was amended and restated to ratify all prior actions
taken with respect to the Plan and to make certain additional changes to the
Plan effective as of October 15, 1997; and

         WHEREAS, Section 8.1 of the Plan provides that the Plan may be amended
by the Board.

         NOW, THEREFORE, the Plan is amended as set forth below effective as of
April 16, 1998.

1. Article II of the Plan is amended to add or restate the following defined
terms:

         2.4 "Board" means the Board of Trustees of the Company.

         2.6 "Closing Price" means the closing price of the Company Stock on the
New York Stock Exchange, or if the Company Stock is not listed or admitted for
trading on such exchange, the principal securities exchange on which the Company
Stock is listed or admitted to trading, on the last trading day preceding the
Payment Event.

         2.8 "Company" means Lexford Residential Trust, a Maryland real estate
investment trust.

         2.9 "Company Stock" means the Company's common shares of beneficial
interest, par value $.01 per share.

         2.9 A "Deferral Shares" means the shares of Company Stock purchased for
the account of a Participant and held in the Trust pursuant to the terms of a
Salary Deferral Arrangement.


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         2.9 B "Dividend Deferral Election Date" means the applicable election
deadline for submission of Dividend Deferral Election Forms established pursuant
to Section 4.5.

         2.9 C "Dividend Deferral Election Form" means each form completed by a
Participant and submitted to the Company from time to time pursuant to Section
4.5.

         2.16 A "1998 Non-Employee Trustee Retirement Program" means that
certain Non-Employee Trustee Retirement Program instituted by the Special
Independent Committee of the Board, which Committee, in turn, was established by
the resolution of the Board at its meeting held on March 26, 1998.

         2.20 A "Permanent Disability" means (i) ninety (90) consecutive days,
or (ii) one hundred eighty days cumulatively in any twelve (12) month period,
during which Participant is unable to engage in his customary occupational or
business activities due to sickness or injury.

         2.21 "Payment Event" means (a) the first to occur of the events
described in clauses (a) through (d) of the first sentence of Section 7.1; or
(b) with respect to a Participant who was formerly a non-employee trustee and
has retired in connection with the 1998 Non-Employee Trustee Retirement Program,
the first to occur of the events described in Section 7.4

         2.21 A "Salary Deferral Arrangement" means an arrangement authorized by
the Committee and entered into between the Company and a Participant pursuant to
which a Participant may elect to specify a reduction in his or her base
compensation, the amount of which reduction will be invested in Deferral Shares.

         2.22 "Trust" means the Lexford Residential Trust Executive Deferred
Compensation Rabbi Trust Agreement, as amended.

         2.24 "trustee" substituted for "director". The term "non-employee
trustee" is hereby substituted for the term "non-employee director" wherever
such term appears in the Plan.

3. The following Section 4.5 is hereby added to the Plan:

         4.5 Dividend Deferral Elections.

         To the extent a Participant has timely completed and submitted an
         Election Form with respect to Company Stock and, accordingly, such
         Company Stock is held for Participant's benefit in the Trust pursuant
         to the provisions of Section 4.2 of this Plan, Participant may make a
         further election to defer receipt of all or a portion of cash
         dividends declared and paid on shares of Company Stock. The
         Participant will make such election by completing and submitting a
         Dividend Deferral Election Form indicating the percentage amount of
         cash dividends (in increments of ten percent) as to which the
         Participant elects to defer receipt. A 



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         Participant's election to defer receipt of cash dividends shall apply
         solely to cash dividends declared and paid on shares of Company Stock
         as to which the Participant would otherwise be entitled to receive on
         a current basis (if Participant had not originally elected to defer
         receipt of such shares of Company Stock pursuant to the terms of this
         Plan) pursuant to the terms of the grant or award pursuant to which
         such shares of Company Stock were originally issued (the "Subject
         Grant"). To the extent the Participant is not entitled to receive cash
         dividends declared and paid on shares of Company Stock on a current
         basis pursuant to the terms of the Subject Grant, cash dividends
         declared and paid on such nonvested shares of Company Stock will be
         accumulated and invested (irrespective of the Participant's Dividend
         Deferral Election Form then in effect, if any) and thereafter, upon
         vesting of such shares, shall be distributed together with all
         earnings, thereon, to the Participant to the extent that the
         Participant's Dividend Deferral Election Form then in effect shall so
         specify with respect to current receipt of cash dividends. Any
         election made under this Section 4.5 shall be effective with respect
         to all cash dividends originally declared more than nine (9) days
         following the Participants submission of his Dividend Deferral
         Election Form (the "Dividend Deferral Election Date"). A Participant's
         election made under this Section 4.5 shall remain in effect
         indefinitely with respect to cash dividends declared and paid on
         Company Stock held for the benefit of Participants in the Trust unless
         modified by a subsequent election made in accordance with the
         foregoing provisions of this Section 4.5. A Participant may not modify
         a previously submitted election under this Section 4.5 more than once
         during any calendar year. Any such subsequently modified election
         shall be effective only as to cash dividends declared on shares of
         Company Stock on or after the applicable Dividend Deferral Election
         Date applying to such subsequent election. The Dividend Deferral
         Election Form attached hereto as Exhibit "B", taken together with each
         Participant's directions properly completed thereon, shall govern and
         control the manner and method by which cash dividends are either
         deferred and invested pursuant to the provisions of the Trust and this
         Plan or distributed to Participants. In the event a Participant fails
         to complete and submit a Dividend Deferral Election Form, cash
         dividends declared and paid on shares of Company Stock held for the
         benefit of such Participant in the Trust will be accumulated and
         reinvested and, subject to the terms and provisions of this Plan and
         the Trust, will be distributed to the Participant, together with
         earnings thereon and the Company Stock, upon the Payment Event
         applicable to such Participant.

4. Clause (b) of Section 7.1(b) is amended to read as follows:

         (b) the date a Participant who is a non-employee trustee ceases to be
         a trustee unless such Participant has made an election to defer
         payment of such Benefit Amount in connection with his participation in
         the 1998 Non-Employee Trustee Retirement Program as described in
         Section 7.4.



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5. Article VII of the Plan is amended by adding the following as Section 7.4:


         7.4 Deferral of Payment of Benefit Amount.

         Notwithstanding anything herein to the contrary, a Participant who is a
         non-employee trustee and who retires under the terms of the 1998
         Non-Employee Trustee Retirement Program may:

         (a)  make an irrevocable election to defer payment of any Benefit
              Amount attributable to the lump sum amount awarded upon his
              resignation under the terms of the 1998 Non-Employee Trustee
              Retirement Program for a period or periods designated by the
              participant of not more than five (5) years from the effective
              date of such Participant's resignation; and

         (b)  make an irrevocable election to defer payment of any Benefit
              Amount other than the amount described in (a) above for a period
              or periods designated by the Participant of not more than five
              (5) years from the effective date of such Participant's
              resignation; and

         (c)  make an irrevocable election to defer receipt of any or all cash
              dividends declared and paid on shares of Company Stock comprising
              his Benefit Amount until the Payment Event applicable to such
              shares by completing and submitting a Dividend Deferral Election
              Form (which election, including Participant's ability to effect
              subsequent modifications thereto, will be governed by the
              provisions of Section 4.5 of this Plan).

          In order to be effective, a Participant's deferral election as
          described in (a) and (b) above must be made prior to the effective
          date of his resignation under the terms of the 1998 Non-Employee
          Trustee Retirement Program. Payment of such Participant's Benefit
          Amount shall be made after the deferral period in the form of one lump
          sum payment or in annual installments in percentage amounts specified
          by the Participant in his election under this Section 7.4; provided,
          however, the Payment Event relating to such Benefit Amount will be
          accelerated upon the Participant's death or Permanent Disability.



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