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                                                                   Exhibit 10(x)



                      UNITED DOMINION REALTY TRUST, INC.
                            SHAREHOLDER VALUE PLAN


                                   SECTION 1
                                    PURPOSE

     1.1  Background. The Shareholder Value Plan (the "Shareholder Value Plan")
is a subplan of the United Dominion Realty Trust, Inc. 1999 Long-Term Incentive
Plan (the "LTIP"), consisting of a program for the systematic grant of
Performance Units under Article 9 of the LTIP. The Shareholder Value Plan has
been established and approved, and will be administered by, the Committee
pursuant to the terms of the LTIP.

     1.2  Purpose. The purpose of the Shareholder Value Plan is:

          (a) to increase a Participant's economic interest in the long-term
success of the Company,

          (b) to encourage Participants to continue employment with the Company,
and

          (c) to reward Participants for achieving long-term goals.

     1.3  Effective Date. The Shareholder Value Plan is effective January 1.


                                   SECTION 2
                                  ELIGIBILITY

     2.1  Eligibility. Participation in the Shareholder Value Plan shall be
limited to key executives of the Company who are members of a select group of
highly compensated or management employees who, through the effective execution
of their assigned duties and responsibilities, are in a position to have a
direct and measurable impact on the Company's long-term financial results, and
are designated by the Committee to be eligible for a SVP Performance Unit Grant.

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                                   SECTION 3
                                  DEFINITIONS

     3.1  Defined Terms. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned such terms in the LTIP. In addition, the
following terms shall have the following meanings.

     Deferred Compensation Plan. The United Dominion Realty Trust, Inc.
Executive Deferred Compensation Plan, as amended from time to time, or any
successor plan or plans.

     Payout Matrix. The matrix adopted by the Committee with respect to a
Performance Period equating Unit Value to Performance Results. The initial
Payout Matrix is set forth on Exhibit A hereto. Such Payout Matrix shall apply
to the first Performance Period and all subsequent Performance Periods unless a
different Payout Matrix is adopted by the Committee for any subsequent
Performance Period.

     Performance Period. A period of no less than three full fiscal years over
which performance is measured for purposes of determining Performance Results.
The Performance Period may be a rolling period.

     Performance Results. The Performance Results with respect to any
Performance Period shall be a measure of the Company's Total Shareholder Return
(as calculated by the sum total of yield plus appreciation/depreciation in the
price of the Company's common stock over the Performance Period) as ranked or
compared to such indices or competitors as the Committee may, in its sole
discretion, determine.

     SVP Award. The value of an SVP Performance Unit Grant at the end of a
Performance Period, calculated as the product of the SVP Performance Unit Grant
multiplied by the Unit Value.

     SVP Performance Unit. An SVP Performance Unit is a unit of long term
incentive compensation granted under this Shareholder Value Plan, pursuant to
the LTIP. An SVP Performance Unit shall have an initial value of zero dollars.

     SVP Performance Unit Grant. The total number of SVP Performance Units
granted to a Participant for a particular Performance Period.

     Targeted SVP Compensation. The target compensation under the Shareholder
Value Plan for a Participant with respect to a Performance Period, expressed in
dollars and based on a percentage (determined by the Committee) of the
Participant's total annual base compensation for the year in which the SVP
Performance Unit Grant is made.

     Total Shareholder Return (TSR). The sum total of yield plus
appreciation/depreciation in the price of the Company's common stock over a
specified period of time.

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     Unit Value. Unit Value shall be the value of each SVP Performance Unit
based upon Performance Results, as determined by reference to the Payout Matrix.
Initially, the Unit Values shall be determined by reference to the Payout Matrix
set out on the attached Exhibit A. Unit Values for Performance Results between
those shown in Exhibit A shall be determined by straight line interpolation.

                                   SECTION 4
                                   OPERATION

     4.1  Performance Periods. The initial Performance Period hereunder is the
three-year period beginning on January 1, 1999 and ending on December 31, 2001.
The Committee shall determine and declare subsequent Performance Periods from
time to time.

     4.2  SVP Performance Unit Grants. At the beginning of a Performance Period
(or such later date as may be permitted under Code Section 162(m) or the
regulations thereunder), the Committee will determine the total number of SVP
Performance Unit Grants that will be granted, which Participants will receive
SVP Performance Unit Grants, and the amount of each Participant's SVP
Performance Unit Grant.

     4.3  Determination of SVP Performance Unit Grants. An SVP Performance Unit
Grant will consist of a number of SVP Performance Units granted to any one
Participant as determined by the Committee, in its sole discretion, at the
beginning of each Performance Period (or in the case of a newly hired or newly
promoted Participant, at such time as the Committee shall determine) as follows:

                           Targeted SVP Compensation
                           -------------------------
                                     $1000

     4.4  Timing of Grants. The Committee may elect to make an SVP Performance
Unit Grant at any time provided that the beginning of a Performance Period
coincides with the beginning of the Company's fiscal year. However, with respect
to a newly hired or newly promoted Participant(s), the Committee may issue SVP
Performance Unit Grants for the current Performance Period provided such
Participant(s) is hired or promoted within the first three months of such
Performance Period.

     4.5  Amount of SVP Award. At the end of each Performance Period the
Committee shall determine in writing the Unit Value based upon the Payout Matrix
and make SVP Awards to each Participant equal to the Unit Value multiplied by
the number of the Participant's outstanding SVP Performance Units. For example:
the Participant's annual base compensation is $100,000 and the Targeted SVP
Compensation is 30% or $30,000. $30,000/$1000 = 30. The Participant is granted
30 SVP Performance Units on January 1, 1999 for the Performance Period starting
on that date. At the end of the Performance Period (December 31, 2001) the
Performance Results are 125% as shown on the Payout Matrix set out on Exhibit A.
The Unit Value will, therefore, be $1000. The Participant's SVP Award will be
$30,000. Notwithstanding the above, the Committee may for any reason reduce (but
not increase) any SVP Award.

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     4.6  Termination of Employment or Change in Control During Performance
Period:

          (a)  Termination of Employment.  If a Participant's employment with
               -------------------------
the Company or any Subsidiary terminates during a Performance Period for any
reason other than the Participant's death or Disability, SVP Performance Unit
Grants previously granted to the Participant (but upon which no SVP Award has
been made) shall be cancelled as of the date of termination of employment and no
SVP Award shall be made with respect to such cancelled SVP Performance Unit
Grant.

          (b)  Death or Disability.  If a Participant's employment with the
               -------------------
Company or any Subsidiary terminates by reason of the Participant's death or
Disability, then, upon conclusion of the Performance Period, any SVP Award due
with respect to the SVP Performance Unit Grant held by such Participant at the
date of his or her termination of employment shall be paid to the Participant
or, in the case of death, to the Participant's beneficiary (or estate, if no
beneficiary has been designated).

          (c)  Change of Control.  In the event of a Change of Control, as
               -----------------
defined in the LTIP, SVP Awards will be made as though all Performance Periods
had been completed in full as of the last day of the calendar quarter ended
immediately prior to the date of the Change of Control.  The amount to be paid
shall be the greater of (i) the SVP Award that would result based on target
Performance Results ($1,000 per Unit), or (ii) the SVP Award that would result
based on actual Performance Results over the shortened Performance Period.
Payment of an Award shall be made within 120 days after the Change of Control
transaction has been completed.

          (d)  Adjustment to Value.  If, during a Performance Period, the
               -------------------
Company's structure should be materially altered by virtue of an acquisition,
merger, divestiture, reorganization or similar event, which does not constitute
a Change of Control, the Committee may redefine the Performance Matrix, adjust
the Performance Period, or change the index of peer companies, to reflect the
impact of such change.  The nature of any such adjustment shall be to protect
the purpose and integrity of the Shareholder Value Plan, reducing the potential
for windfall gains or losses for Participants.

     4.7  Form and Payment of SVP Award. An SVP Award may be made in either a
cash amount or a number of shares of Stock, in the sole discretion of the
Committee. Unless deferred as provided in Section 4.8 below, payment of the SVP
Award shall be as soon after the close of a Performance Period as practical
(within 120 days after a Change of Control transaction has been completed).

     4.8  SVP Award Deferrals. On or before the end of the third calendar
quarter of the final year of a Performance Period, a Participant who is eligible
to participate in the Executive Deferred Compensation Plan may elect to defer
receipt of his or her SVP Award with respect to such Performance Period under
the Executive Deferred Compensation Plan. Any amount so deferred will be
governed by the terms of the Executive Deferred Compensation Plan. Such election
shall be made by filing with the director of human resources of the Company an
election form in accordance with Section 4.01 of the Executive Deferred
Compensation Plan. The

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deferral election will be irrevocable except as provided in the Executive
Deferred Compensation Plan.


                                   SECTION 5
                           MISCELLANEOUS PROVISIONS

     5.1  Grant Limitations. The maximum fair market value (measured as of the
date of grant) of any SVP Performance Unit Grant to a Covered Employee (as
defined in the LTIP) is $1,000,000.

     5.2  Nontransferability of SVP Performance Units. SVP Performance Units may
not be transferred, assigned, pledged or encumbered.

     5.3  Amendment and Termination. The Committee may terminate, amend or
modify the Shareholder Value Plan at any time in any respect it deems advisable,
without prior notice; provided that: (i) any SVP Awards deferred by a
Participant pursuant to Section 5 shall be paid as directed by such Participant;
and (ii) the Shareholder Value Plan may be terminated only prospectively and any
current Performance Periods for which Unit Values have not been determined shall
continue until the end of such Performance Period, at which time SVP Awards
shall be made pursuant to this Shareholder Value Plan.

     5.4  Right to Terminate Employment. Nothing contained in the Shareholder
Value Plan shall confer upon any person a right to be employed by or to continue
in the employ of the Company or its Subsidiaries or interfere in any way with
the right of the Company or any Subsidiary to terminate the employment of a
Participant at any time, with or without cause.

     5.5  Finality of Determinations. The Committee shall have the discretion to
construe and interpret the provisions of the Shareholder Value Plan, and to
administer the Shareholder Value Plan. Each determination, interpretation, or
other action made by the Company or the Committee shall be final and binding for
all purposes. The Company may, but is not required to, utilize a mediator to
facilitate the resolution of any dispute, and such mediator shall be a
disinterested party to the dispute.

     5.6  Withholding. In accordance with Section 17.3 of the LTIP, the Company
or employer Subsidiary shall have the authority and the right to deduct or
withhold, or require a Participant to remit to the Company or such Subsidiary,
an amount sufficient to satisfy federal, state, and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any taxable event arising as a result of the Shareholder Value Plan.

     5.7  Grants Discretionary. No employee or other person shall have any claim
or right to receive a SVP Performance Unit Grant under the Shareholder Value
Plan.

     5.8  Severability. If any provision of this Shareholder Value Plan is held
to be illegal, invalid, or unenforceable under present or future laws effective
during the term hereof, the remaining provisions hereof shall remain in full
force and effect and shall not be affected by the illegal, invalid or
unenforceable provision. Furthermore, in lieu of such illegal or unenforceable
provision, there shall be added automatically as a part of this Shareholder
Value Plan a provision as similar in terms to such illegal, invalid, or
unenforceable

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provision as may be possible and still be legal, valid and enforceable.

     5.9  LTIP Controls. This Shareholder Value Plan is adopted pursuant to and
shall be governed by and construed in accordance with the LTIP. In the event of
any actual or alleged conflict between the provisions of the LTIP and the
provisions of this Shareholder Value Plan, the provisions of the LTIP shall be
controlling and determinative.

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                                   EXHIBIT A

                                 Payout Matrix
                                   under the
                      United Dominion Realty Trust, Inc.
                            Shareholder Value Plan


Composite Index:  NAREIT Equity Apartment Index


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
Performance Level                Total Shareholder Return             SVP Unit Value
                                 (TSR) as a Percentage of
                                 TSR of Composite Index
---------------------------------------------------------------------------------------------
<S>                              <C>                                  <C>
                                    less than 110%                       $    0
---------------------------------------------------------------------------------------------
Threshold                                     110%                       $  500
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Target                                        125%                       $1,000
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                                              140%                       $1,500
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                                              160%                       $2,000
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                                              180%                       $2,500
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Maximum                                       200% or more               $3,000
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</TABLE>

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