UNITED DOMINION REALTY TRUST INC
AMENDED EMPLOYMENT AGREEMENT DATED 12/05/2000
<DOCUMENT>
<TYPE>EX-10.II
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>AMENDED EMPLOYMENT AGREEMENT DATED 12/05/2000
<TEXT>

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                                                                  EXHIBIT 10(ii)
                                                                  --------------
                                 AMENDMENT TO
                                 ------------
                             EMPLOYMENT AGREEMENT
                             --------------------

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), dated as of
December 5, 2000, between UNITED DOMINION REALTY TRUST, INC., a Virginia
corporation (the "Company") and JOHN S. SCHNEIDER (the "Executive") recites and
provides as follows:

                                R E C I T A L S

     On December 8, 1998, the Company and the Executive entered into an
employment agreement (the "Employment Agreement").  The Company and the
Executive now wish to amend the Employment Agreement as set forth herein.

                               A M E N D M E N T

     NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:

1.   Defined Terms.  Capitalized terms in this Amendment shall have the same
     -------------
meaning as set forth in the Agreement, unless otherwise modified hereby.  All
references in the Agreement to the Agreement shall be references to such
document as modified hereby.

2.   Severance Compensation.  Section 4(c)(i) of the Agreement is hereby amended
     ----------------------
by adding the following sentence at the end thereof:

     Notwithstanding the above, in the event that this Agreement is terminated
     in accordance with Section 4(b) hereof, then the Executive shall be paid
     one-hundred and four (104) weeks of base salary and shall receive the other
     benefits described in this Section 4(c)(i) for a period of one-hundred and
     four (104) weeks.

3.  Incentive Compensation.  Section 4(c)(ii) of the Agreement is hereby amended
    ----------------------
by adding the following sentence at the end thereof:

     Notwithstanding the above, in the event that this Agreement is terminated
     in accordance with Section 4(b) hereof, then the "Average Annual Incentive
     Compensation" shall mean the Average Annual Incentive Compensation
     multiplied by two.

4.   Agreement.   Except as herein amended, the Employment Agreement remains in
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full force and effect.

                  [Signatures appear on the following page.]
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WE AGREE TO THIS:

UNITED DOMINION REALTY TRUST, INC.,
a Virginia corporation


By:  _______________________________

Its: ________________________________


EXECUTIVE



___________________________________
JOHN S. SCHNEIDER
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