paragraph 15 of the Severance Agreement and Release between the Company and Consultant dated as ofthe date hereof.     **4. ****Compensation.** In exchange for the Loan Facility Services, Colonial shall pay theConsultant aggregate compensation of $400,000, payable in twelve consecutive monthly payments of$33,333.33 beginning on January 31, 2009 (the “Loan Facility Services Compensation”). Payment ofthe Loan Facility Services Compensation will not be conditioned upon or impacted by the timing ofthe closing of the loan facility(ies), by any decision by Colonial to discontinue or abandon suchefforts or by the failure of Colonial to obtain such loans for any reason. In addition, ifConsultant successfully completes the Other Specified Services prior to the termination of thisAgreement, Colonial shall pay the Consultant a lump sum of $100,000, with such amount payable assoon as administratively possible thereafter.     **5. ****Consultant.** It is agreed that the Consultant is a consultant and not an employee,partner, joint venturer, or agent of Colonial. The Consultant shall be an independent contractor,and the Consultant shall have no authority to bind or commit Colonial in any manner whatsoever.Colonial shall not be responsible for the acts of the Consultant while the Consultant is performingservices under this Agreement. The Consultant is solely responsible for federal and state taxwithholding, social security taxes withholding, workers’ compensation benefits and fringe benefitsfor the Consultant. The Consultant is responsible for abiding by all Colonial policies such as:Equal Employment Opportunity Policy, Harassment Policy, Substance Abuse Policy, Code ofEthics/Conduct Policy, and Violence Policy. Any material and uncured violation of said policieswill result in immediate termination of this Agreement.     **6. ****Indemnity.** The Company shall indemnify and hold harmless Consultant for allactions undertaken by him in good faith pursuant to and during the term of this Agreement to thesame extent as provided by the Company to officers and trustees pursuant to the Company’s by-laws;provided, however, that the Consultant shall assume responsibility for and shall indemnify and holdColonial harmless and defend Colonial from all losses, expenses, attorney fees, damages, claims andjudgments arising out of or resulting from non-payment and/or late payment by the Consultant offederal or state income taxes owed by Consultant with respect to the amounts received by himpursuant to Paragraph 4 hereof.     **7. ****Support Services.** In addition to the payments provided in Paragraph 4, Colonialfurther shall provide the Consultant with the following, at Colonial’s expense, in connection withthe performance of the Services:(a) Access to Colonial’s email and computer systems, reports and “blackberry”technology through the term of this Agreement;
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(b) Office space, the services of an administrative assistant and conference roomspace made available in Charlotte, N.C., as needed;(c) Access to copy, fax and print services as needed to complete the Services;(d) Reimbursement for reasonable travel expenses related to the performance of theServices for Colonial and in accordance with Colonial’s travel and reimbursementpolicy;(e) A mobile telephone through the term of this Agreement; and(f) With respect to all other expenses reasonably related to the performance of theServices, the Consultant shall be entitled to reimbursement only upon the priorapproval of Colonial.     **8. ****Scope of Services.** The parties agree that no services outside the scope of theServices described herein shall be performed by the Consultant without the prior written agreementof the Consultant.     **9. ****Termination.** Each party has the right to terminate this Agreement prior to theexpiration of the above-described term, upon 48 hours’ prior written notice to the other party;provided, however, that, in the event this Agreement is terminated by the Company other than for“cause”, promptly following such termination, the Company shall pay the balance of the LoanFacility Services Compensation in a lump sum. For purposes of this Agreement, “cause” shall mean(a) the Consultant’s failure to substantially and willfully attempt in good faith to perform therequested services after (i) notice to Consultant of the basis for the determination that he hassubstantially and willfully failed to attempt in good faith to perform the requested services and(ii) a two week opportunity to cure period, (b) Consultant’s gross negligence or willful misconductin connection with the performance of his duties under this Agreement, or (c) Consultant’sconviction of a criminal offense (other than minor traffic violations) in connection with theperformance of his duties hereunder. In any event, this Agreement will terminate on December 31,2009.     **10. ****Governing Law.** This Agreement shall be construed under and in accordance with thelaws of the State of Alabama.     **11. ****Effect.** This Agreement shall be binding on and inure to the benefit of theParties and their respective heirs, executors, administrators, legal representatives, successors,and assigns.     **12. ****Validity.** In case any one or more of the provisions contained in this Agreementshall for any reason be held to be invalid, illegal, or unenforceable in any respect, theinvalidity, illegality, or unenforceability shall not affect any other provision,
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and this Agreement shall be construed as if the invalid, illegal, or unenforceable provisionhad never been contained in it.     **13. ****Entire Agreement.** This Agreement constitutes the sole and only agreement of theParties and supersedes any prior understandings or written or oral agreements between the Partiesrespecting its subject matter. Signatures of both Parties below indicate the Parties’ agreement ofthe scope of work to be provided and the terms surrounding the work.**[Signatures appear on next page.]**
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**IN WITNESS WHEREOF**, the parties hereto have executed this Agreement on the date and year firstabove written, Colonial acting through its duly authorized officer.             **COLONIAL PROPERTIES TRUST**           /s/ Weston M. Andress   By: /s/ John P. Rigrish           **Weston M. Andress**     **John P Rigrish,**        **Chief Administrative Officer &**        **Corporate Secretary**  
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     **COLONIAL PROPERTY SERVICES, INC.**       By: /s/ John P. Rigrish John P. Rigrish    Chief Administrative Officer &