EXHIBIT 10(xix)

                          UNITED DOMINION REALTY TRUST
            DESCRIPTION OF THE LONG TERM INCENTIVE COMPENSATION PLAN

Background

     In 1998, the shareholders approved an amendment to the Company's 1985 Stock
Option Plan which limited the amount of shares of Common Stock issuable on the
exercise of options outstanding at any given time to 8% of the number of shares
issued and outstanding at that time, subject to a maximum aggregate limit of
10,000,000 shares. The Board of Directors has approved, in various stages, a
1999 Long-Term Incentive Plan ("LTIP") for the purpose of granting awards of
restricted stock and cash performance unit awards. On March 20, 2001, our Board
approved amendments of the LTIP to include a possible award of options. The LTIP
is being submitted for approval by our shareholders at the annual meeting so
that incentive stock options may be awarded and so that future awards made under
the LTIP may be fully deductible without regard for the deduction limits of
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").

     As of March 9, 2001, there were 3,781,175 shares of Common Stock available
for grant under the 1985 Stock Option Plan, and 218,825 shares of restricted
stock have been awarded pursuant to the LTIP. We have reserved 4,000,000 shares
for issuance upon the grant or exercise of awards pursuant to the LTIP. If the
shareholders approve the LTIP, no additional grants will be made under the 1985
Stock Option Plan. Approximately 2,000 employees are eligible to participate in
the LTIP.

     The purpose of the LTIP is to promote our success by linking the personal
interests of our employees, officers and directors to those of our shareholders,
and by providing participants with an incentive for outstanding performance. The
LTIP authorizes the granting of awards in any of the following forms:

     .  options to purchase shares of Common Stock

     .  stock appreciation rights

     .  restricted stock

     .  dividend equivalents

     .  other stock-based awards

     .  any other right or interest relating to Common Stock, or

     .  cash.

     No more than 15% of the shares authorized under the LTIP may be granted as
awards of restricted stock or unrestricted stock awards. The maximum number of
shares of Common Stock with respect to one or more options and/or stock
appreciation rights that may be granted during any one calendar year under the
LTIP to any one person is 500,000. The maximum fair market value of any awards
(other than options and stock appreciation rights) that may be received by a
participant (less any consideration paid by the participant for such award)
during any one calendar year under the LTIP is $1,000,000.



Administration

     The LTIP is administered by the Compensation Committee of our Board of
Directors. The Committee has the authority to designate participants; determine
the type or types of awards to be granted to each participant and the number,
terms and conditions thereof; establish, adopt or revise any rules and
regulations as it may deem advisable to administer the plan; and make all other
decisions and determinations that may be required under the plan. The Board of
Directors may at any time administer the plan. If it does so, it will have all
the powers of the Committee.

Formula Grants to Non-Employee Directors

     The LTIP provides for the automatic grant of non-qualified stock options to
our non-employee directors. On the day that such director first joins the Board
(or on the day of the 2001 annual meeting if he or she is already on the Board
at that time), each non-employee director will receive a grant of options to
purchase 5,000 shares of Common Stock. These initial options are immediately
exercisable and have a five-year term. In addition, on the day after each annual
meeting of our shareholders beginning with the 2001 annual meeting, each
non-employee director then in office will receive an option to purchase 2,000
shares of Common Stock. These annual options are immediately exercisable and
have a 10-year term. Pro-rata grants will be made if at any time there are
insufficient shares under the LTIP to make the full scheduled grants of
non-employee director options.

     The exercise price for each of these options will be the fair market value
of our Common Stock on the date of grant. A director's options will not
automatically lapse if he or she ceases to qualify as a non-employee director,
as long as he or she remains a member of the Board. However, such options will
lapse 30 days after the director ceases to serve as a member of the Board,
unless he or she retires. The Committee may make discretionary awards to
non-employee directors pursuant to the other provisions of the plan.

Discretionary Awards

     Stock Options. The Committee is authorized to grant incentive stock options
or non-qualified stock options under the plan. The terms of an incentive stock
option must meet the requirements of Section 422 of the Code. All options will
be evidenced by a written award agreement with the participant, which will
include any provisions specified by the Committee. However, the exercise price
of an option may not be less than the fair market value of the underlying stock
on the date of grant and no option may have a term of more than 10 years. In
addition, the Committee is not permitted to grant options with a "re-load"
feature, which provides for the automatic grant of a new option if the optionee
delivers shares of stock as full or partial payment of the exercise price of the
original option.

     Stock Appreciation Rights. The Committee may grant stock appreciation
rights under the plan. Upon the exercise of a stock appreciation right, the
participant has the right to receive the excess, if any, of: the fair market
value of one share of Common Stock on the date of exercise, over the grant price
of the stock appreciation right as determined by the Committee, which will not
be less than the fair market value of one share of Common Stock on the date of
grant. All awards of stock appreciation rights will be evidenced by an award
agreement, reflecting the terms, methods of exercise, methods of settlement,
form of consideration payable in settlement, and any other terms and conditions
of the stock appreciation right, as determined by the Committee at the time of
grant.

     Restricted Stock Awards. The Committee may make awards of restricted stock
to participants, which will be subject to such restrictions on transferability
and other restrictions as the Committee may impose (including, without
limitation, limitations on the right to vote restricted stock or the right to
receive dividends, if any, on the restricted stock). No more than 15% of the
shares authorized under the LTIP may be granted as awards of restricted stock or
unrestricted stock awards.



     Dividend Equivalents. The Committee is authorized to grant dividend
equivalents to participants subject to such terms and conditions as may be
selected by the Committee. Dividend equivalents entitle the participant to
receive payments equal to dividends with respect to all or a portion of the
number of shares of Common Stock subject to an option award or stock
appreciation right award, as determined by the Committee. The Committee may
provide that dividend equivalents be paid or distributed when accrued or be
deemed to have been reinvested in additional shares of Common Stock or otherwise
reinvested.

     Other Stock-Based Awards. The Committee may, subject to limitations under
applicable law, grant to participants such other awards that are payable in,
valued in whole or in part by reference to, or otherwise based on or related to
shares of Common Stock as deemed by the Committee to be consistent with the
purposes of the plan, including without limitation of shares of Common Stock
awarded purely as a bonus and not subject to any restrictions or conditions,
convertible or exchangeable debt securities, other rights convertible or
exchangeable into shares of Common Stock, and awards valued by reference to book
value of shares of Common Stock or the value of securities of or the performance
of specified parents or subsidiaries. The Committee will determine the terms and
conditions of any such awards.

     .  Performance Goals. The Committee may determine that any award will be
        determined solely on the basis of

     .  our achievement (or the achievement of our parent or subsidiary) of a
        specified target return, or target growth in return, on equity or
        assets,

     .  our total shareholder return (stock price plus reinvested dividends)
        relative to a defined comparison group or target over a specific
        performance period,

     .  our stock price,

     .  the achievement by an individual, us, or a business unit of ours or our
        parent or subsidiary, of a specified target, or target growth in,
        revenues, net income or earnings per share,

     .  the achievement of objectively determinable goals with respect to
        product delivery, product quality, customer satisfaction, meeting
        budgets and/or retention of employees, or

     .  any combination of the above.

     If an award is made on such basis, the Committee must establish goals prior
to the beginning of the period for which such performance goal relates (or such
later date as may be permitted under applicable tax regulations) and the
Committee may for any reason reduce (but not increase) any award,
notwithstanding the achievement of a specified goal. Any payment of an award
granted with performance goals will be conditioned on the written certification
of the Committee in each case that the performance goals and any other material
conditions were satisfied.

     Limitations on Transfer; Beneficiaries. No award will be assignable or
transferable by a participant other than by will or the laws of descent and
distribution or, except in the case of an incentive stock option, pursuant to a
qualified domestic relations order; provided, however, that the Committee may
(but need not) permit other transfers where the Committee concludes that such
transferability does not result in accelerated taxation, does not cause any
option intended to be an incentive stock option to fail to qualify as such, and
is otherwise appropriate and desirable, taking into account any factors deemed
relevant, including without limitation, any state or federal tax or securities
laws or regulations applicable to transferable awards. A participant may, in the
manner determined by the Committee, designate a beneficiary to exercise the
rights of the participant and to receive any distribution with respect to any
award upon the participant's death.

     Acceleration Upon Certain Events. Upon a participant's death, disability
or retirement, all of his or her outstanding options, stock appreciation rights,
and other awards in the nature of rights that may be exercised will




become fully exercisable and all restrictions on his or her outstanding awards
will lapse, except that in the case of retirement such awards will remain
exercisable for the full original term. Any of his or her options or stock
appreciation rights will thereafter continue or lapse in accordance with the
other provisions of the LTIP and the award agreement. Unless otherwise provided
in an award agreement, upon the occurrence of a change in control of the Company
(as defined in the plan), all outstanding options, stock appreciation rights,
and other awards in the nature of rights that may be exercised will become fully
vested and all restrictions on all outstanding awards will lapse; provided,
however that such acceleration will not occur if, in the opinion of our
accountants, such acceleration would preclude the use of pooling of interest
accounting treatment for a change in control transaction that would otherwise
qualify for such accounting treatment and is contingent upon qualifying for such
accounting treatment. In addition, the Committee may at its discretion declare
any or all awards to be fully vested, and/or all restrictions on all outstanding
awards to lapse. The Committee may discriminate among participants or among
awards in exercising such discretion.


Termination and Amendment

     Our Board of Directors or the Committee may, at any time and from time to
time, terminate, amend or modify the LTIP without shareholder approval; but they
may condition any amendment on the approval of our shareholders if such approval
is necessary under tax, securities or other applicable laws, policies or
regulations. No termination or amendment of the LTIP may adversely affect any
award previously granted under the LTIP without the written consent of the
participant. The Committee may amend or terminate outstanding awards. However,
such amendments may require the consent of the participant and, unless approved
by the shareholders or permitted by the anti-dilution provisions of the plan,
the exercise price of an outstanding option may not be reduced.


Certain Federal Tax Effects of the Grant, Exercise and Transfer of Options

     Non-qualified Stock Options. There will be no federal income tax
consequences to the optionee or to us upon the grant of a non-qualified stock
option under the plan. When the optionee exercises a non-qualified option,
however, he or she will realize ordinary income in an amount equal to the excess
of the fair market value of the Common Stock received upon exercise of the
option at the time of exercise over the exercise price, and we will be allowed a
corresponding deduction, subject to applicable limitations under Code Section
162(m). Any gain that the optionee realizes when he or she later sells or
disposes of the option shares will be short-term or long-term capital gain,
depending on how long the shares were held.

     Incentive Stock Options. There typically will be no federal income tax
consequences to the optionee or to us upon the grant or exercise of an incentive
stock option. If the optionee holds the option shares for the required holding
period of at least two years after the date the option was granted or one year
after exercise, the difference between the exercise price and the amount
realized upon sale or disposition of the option shares will be long-term capital
gain or loss, and we will not be entitled to a federal income tax deduction. If
the optionee disposes of the option shares in a sale, exchange, or other
disqualifying disposition before the required holding period ends, he or she
will realize taxable ordinary income in an amount equal to the excess of the
fair market value of the option shares at the time of exercise over the exercise
price, and we will be allowed a federal income tax deduction equal to such
amount, subject to applicable limitations under Code Section 162(m). While the
exercise of an incentive stock option does not result in current taxable income,
the excess of the fair market value of the option shares at the time of exercise
over the exercise price will be an item of adjustment for purposes of
determining the optionee's alternative minimum taxable income.

     Transfers of Options. The Committee may, but is not required to, permit the
transfer of non-qualified stock options granted under the plan. Based on current
tax and securities regulations, such transfers, if permitted, are likely to be
limited to gifts to members of the optionee's immediate family or certain
entities controlled by the optionee or such family members. The following
paragraphs summarize the likely income, estate, and gift tax consequences to



the optionee, us, and any transferees, under present federal tax regulations,
upon the transfer and exercise of such options.

     Federal Income Tax. There will be no federal income tax consequences to the
optionee, us, or the transferee upon the transfer of a non-qualified stock
option. However, the optionee will recognize ordinary income when the transferee
exercises the option, in an amount equal to the excess of the fair market value
of the option shares upon the exercise of such option over the exercise price,
and we will be allowed a corresponding deduction, subject to applicable
limitations under Code Section 162(m). The gain, if any, realized upon the
transferee's subsequent sale or disposition of the option shares will constitute
short-term or long-term capital gain to the transferee, depending on the
transferee's holding period. The transferee's basis in the stock will be the
fair market value of such stock at the time of exercise of the option.

     Federal Estate and Gift Tax. If an optionee transfers a non-qualified stock
option to a transferee during the optionee's life but before the option has
become exercisable, the optionee will not be treated as having made a completed
gift for federal gift tax purposes until the option becomes exercisable.
However, if the optionee transfers a fully exercisable option during the
optionee's life, he or she will be treated as having made a completed gift for
federal gift tax purposes at the time of the transfer. If the optionee transfers
an option to a transferee by reason of death, the option will be included in the
decedent's gross estate for federal estate tax purposes. The value of such
option for federal estate or gift tax purposes may be determined using a
"Black-Scholes" or other appropriate option pricing methodology, in accordance
with IRS requirements.