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EXHIBIT 10.2

                               FIRST AMENDMENT TO
                             DISTRIBUTION AGREEMENT

                       SUMMIT PROPERTIES PARTNERSHIP, L.P.

         This FIRST AMENDMENT TO DISTRIBUTION AGREEMENT ("Amendment"), dated as
of May 8, 2001, is among Summit Properties Partnership, L.P., a Delaware limited
partnership (the "Partnership"), Summit Properties Inc., a Maryland corporation
and the sole general partner of the Partnership (the "Company"), and J.P. Morgan
Securities Inc., First Union Securities, Inc., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated
(collectively, the "Agents").

         WHEREAS, the Partnership, the Company and the Agents are parties to
that certain Distribution Agreement, dated April 20, 2000 (the "Distribution
Agreement"), with respect to the issue and sale from time to time by the
Partnership of its Medium-Term Notes due 9 months or more from the date of issue
(capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Distribution Agreement); and

         WHEREAS, in accordance with Section 13 thereof, the Partnership, the
Company and the Agents desire to amend the Distribution Agreement to allow the
Partnership to accept offers to purchase Securities through agents and dealers
other than the Agents and to make the other modifications hereinafter set forth.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby amend the
Distribution Agreement as follows:

         Section 1. Additional Agents. Section 2(a) of the Distribution
Agreement is hereby amended by adding thereto the following:

                  "Notwithstanding anything to the contrary contained herein,
         the Partnership may accept (but not solicit) offers to purchase
         Securities from time to time through one or more additional agents or
         dealers, acting as either principal or agent, on substantially the same
         terms as those applicable to sales of Securities to or through the
         Agents pursuant to this Agreement (which may be accomplished by
         incorporating by reference the terms of this Agreement); provided that
         the Partnership shall provide the Agents with written notice of each
         such acceptance promptly thereafter. It being understood that the
         Partnership may respond to inquiries and requests for information from
         any such agents or dealers."

         Section 2. Applicable Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving
effect to the conflict of laws provisions thereof.


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         Section 3. Counterparts. This Amendment may be signed in counterparts,
each of which shall be an original, and all of which together shall constitute
one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.


                                       SUMMIT PROPERTIES PARTNERSHIP, L.P.

                                       By:  Summit Properties Inc.
                                             Its General Partner



                                       By:  /s/ Michael G. Malone
                                          --------------------------------------
                                             Name:  Michael G. Malone
                                             Title: Senior Vice President and
                                                    General Counsel


                                       SUMMIT PROPERTIES INC.



                                       By:  /s/ Michael G. Malone
                                          --------------------------------------
                                             Name:  Michael G. Malone
                                             Title: Senior Vice President and
                                                    General Counsel


                                       J.P. MORGAN SECURITIES INC.



                                       By:  /s/ Huw Richards
                                          --------------------------------------
                                             Name:  Huw Richards
                                             Title: Vice President


                                       FIRST UNION SECURITIES, INC.


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                                       By:  /s/ James T. Williams, Jr.
                                          --------------------------------------
                                             Name:  James T. Williams, Jr.
                                             Title: Director


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                              MERRILL LYNCH & CO.
                              MERRILL LYNCH, PIERCE, FENNER & SMITH
                              INCORPORATED



                              By: :  /s/ Tjarda Clagett
                                   --------------------------------------------
                                    Name:  Tjarda Clagett
                                    Title: Managing Director, Investment Banking


                              MORGAN STANLEY & CO. INCORPORATED



                              By:  /s/ Eric Dobi
                                 ----------------------------------------------
                                    Name:  Eric Dobi
                                    Title: Vice President



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