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                    REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

                          Dated as of December 29, 1994

                                  by and among

                            COLONIAL PROPERTIES TRUST

                                       and

                     Certain Direct and Indirect Holders of
                          Limited Partnership Interests

                     of Colonial Realty Limited Partnership

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                    REGISTRATION RIGHTS AND LOCK-UP AGREEMENT


                  THIS   REGISTRATION   RIGHTS  AND  LOCK-UP   AGREEMENT   (this
"Agreement")  is made and  entered  into as of  December,  29, 1994 by and among
Colonial  Properties  Trust,  a  Maryland  real  estate  investment  trust  (the
"Company"),  Colonial Realty Limited Partnership, a Delaware limited partnership
(the "Operating Partnership"),  and the other parties who are signatories hereto
(each a "Holder" and collectively the "Holders").

                  WHEREAS,  on the date  hereof  the  Operating  Partnership  is
acquiring, among other things, certain assets of various general partnerships in
which the Holders own direct or indirect interests (the "Property Partnerships")
pursuant to merger  agreements or  acquisition  agreements of even date herewith
(the "Contribution Agreements") by and among the Operating Partnership,  certain
acquisition  partnerships  of which the  Operating  Partnership  is the managing
general partner,  the Property  Partnerships and the Holders,  and in connection
therewith the Holders will receive Class C Units of limited partnership interest
in the  Operating  Partnership  (such  Class C Units  and the  Class A Units  of
limited  partnership  interest  into which  such Class C Units may be  converted
being referred to hereinafter as the "Units");

                  WHEREAS, in order to induce the Property  Partnerships and the
Holders  to  consummate  the  closings   contemplated   under  the  Contribution
Agreements,  the Company has agreed to grant to Holders the registration  rights
set forth in Section 3 hereof; and

                  WHEREAS,  in order to  induce  the  Operating  Partnership  to
consummate the closings  contemplated  under the  Contribution  Agreements,  the
Holders have agreed to the Lock-up (as defined in Section 2(a) hereof).

                  NOW,  THEREFORE,  the parties hereto,  in consideration of the
foregoing,  the mutual covenants and agreements hereinafter set forth, and other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, hereby agree as follows:

                  1.       Definitions.

                  As used in this Agreement,  the following  capitalized defined
terms shall have the following meanings:

                  "Common   Shares"  shall  mean  common  shares  of  beneficial
interest, par value $.01 per share, in the Company.

                  "Company" shall have the meaning set forth in the Preamble and
also shall include the Company's successors.

                  "Dispose of" shall have the meaning set forth in Section 2(b) 
hereof.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.

                  "Holder" or "Holders" shall have the meaning set forth in the
Preamble.

                  "Lock-up" shall have the meaning set forth in Section 2(a) 
hereof.

                  "Lock-up Period" shall have the meaning set forth in Section 
2(a) hereof.

                  "NASD" shall mean the National Association of Securities 
Dealers, Inc.

                  "Operating  Partnership"  shall have the  meaning set forth in
the Preamble and also shall include the Operating Partnership's successors.

                  "Person" shall mean an individual,  partnership,  corporation,
trust,  estate,  or  unincorporated  organization,  or a government or agency or
political subdivision thereof.

                  "Prospectus"   shall  mean  the   prospectus   included  in  a
Registration  Statement,  including  any  preliminary  prospectus,  and any such
prospectus as amended or supplemented by any prospectus  supplement with respect
to the  terms of the  offering  of any  portion  of the  Registrable  Securities
covered  by a Shelf  Registration  Statement,  and by all other  amendments  and
supplements to such prospectus, including post-effective amendments, and in each
case including all material incorporated by reference therein.

                  "Registrable  Securities" shall mean the Shares, excluding (i)
Shares for which a  Registration  Statement  relating to the sale thereof  shall
have become  effective  under the Securities Act and which have been disposed of
under such  Registration  Statement  or (ii) Shares  sold or  eligible  for sale
pursuant to Section 4(1) of the Securities Act or Rule 144 thereunder.

                  "Registration  Expenses"  shall  mean  any  and  all  expenses
incident to performance of or compliance with this Agreement, including, without
limitation:  (i) all SEC, stock exchange or NASD  registration  and filing fees;
(ii) all fees and expenses  incurred in connection  with  compliance  with state
securities or "blue sky" laws (including  reasonable fees and  disbursements  of
counsel in connection  with "blue sky"  qualification  of any of the Registrable
Securities and the preparation of a Blue Sky Memorandum) and compliance with the
rules of the NASD;  (iii) all  expenses of any Persons in preparing or assisting
in  preparing,  word  processing,  printing and  distributing  any  Registration
Statement,  any Prospectus,  certificates  and other  documents  relating to the
performance of and compliance  with this  Agreement;  (iv) all fees and expenses
incurred in  connection  with the  listing,  if any,  of any of the  Registrable
Securities  on any  securities  exchange or  exchanges  pursuant to Section 4(l)
hereof; and (v) the fees and disbursements of counsel for the Company and of the
independent  public  accountants  of the Company,  including the expenses of any
special  audits  or "cold  comfort"  letters  required  by or  incident  to such
performance and compliance.  Registration  Expenses shall  specifically  exclude
underwriting  discounts and commissions,  the fees and  disbursements of counsel
representing a selling Holder,  and transfer taxes, if any, relating to the sale
or disposition of Registrable Securities by a selling Holder, all of which shall
be borne by such Holder in all cases.

                  "Registration Notice" shall have the meaning set forth in 
Section 3(a) hereof.

                  "Registration  Statement"  or "Shelf  Registration  Statement"
shall mean a "shelf" registration  statement of the Company and any other Person
required to be a registrant  with respect to such shelf  registration  statement
pursuant to the  requirements of the Securities Act which covers the issuance or
resale of the Registrable Securities on an appropriate form under Rule 415 under
the Securities  Act, or any similar rule that may be adopted by the SEC, and all
amendments  and   supplements   to  such   registration   statement,   including
post-effective  amendments,  in each case  including  the  Prospectus  contained
therein,  all  exhibits  thereto and all  materials  incorporated  by  reference
therein.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended from time to time.

                  "Shares"  shall mean any Common  Shares issued or to be issued
to the Holders upon redemption of their Units.

                  "Shelf Registration" shall mean a registration  required to be
effected pursuant to Section 3 hereof.

                  "Units" shall have the meaning set forth in the Preamble.

                  2.       Lock-up Agreement.

     2(a) Each Holder  hereby  agrees that,  except as set forth in Section 2(b)
below,  for one year following the date hereof (the "Lock-up  Period"),  it will
not,  without the prior written  consent of the Company,  offer,  pledge,  sell,
contract to sell,  grant any options  for the sale of or  otherwise  dispose of,
directly or indirectly (collectively, "Dispose of"), any Units (the "Lock-up").

                           2(b)     The following transfers of Units shall not 
be subject to the Lock-up set forth in Section 2(a):

                                    (i) a Holder may  Dispose of Units to his or
                           her  spouse,  siblings,  parents  or any  natural  or
                           adopted  children  or  other  descendants  or to  any
                           personal  trust in which such family  members or such
                           Holder retain the entire beneficial interest;

                                    (ii) a Holder may Dispose of Units on his or
                           her  death  to  such   Holder's   estate,   executor,
                           administrator or personal  representative  or to such
                           Holder's   beneficiaries  pursuant  to  a  devise  or
                           bequest or by the laws of descent and distribution;

                                    (iii)   a Holder may Dispose of Units as a
                                            gift or other transfer without
                                            consideration;

                                    (iv) a Holder may Dispose of Units  pursuant
                           to a  pledge,  grant of  security  interest  or other
                           encumbrance  effected in a bona fide transaction with
                           an unrelated and unaffiliated pledgee; and

                                    (v)     a Holder may Dispose of Units to 
                                            another Holder.

In the event that any Holder  Disposes  of Units as  permitted  by this  Section
2(b),  such Units shall remain  subject to this Agreement and, as a condition of
the validity of such  disposition,  the transferee  shall be required to execute
and deliver a counterpart of this Agreement  (except that a pledgee shall not be
required  to  execute  and  deliver a  counterpart  of this  Agreement  until it
forecloses upon such Units). Thereafter, such transferee shall be deemed to be a
Holder for purposes of this Agreement.

                  3.       Shelf Registration Under the Securities Act.

     3(a) Filing of Shelf Registration Statement. Beginning after the expiration
of the Lock-up Period,  each Holder shall be entitled to offer for sale pursuant
to a  Registration  Statement any  Registrable  Securities  held by such Holder,
subject to the terms and  conditions  hereof.  Upon  receipt by the Company of a
written  notice (a  "Registration  Notice")  from one or more  Holders that such
Holder(s)  propose  to  make  a  registered  offer  of  a  specified  number  of
Registrable Securities (which number shall not be less than 50,000), the Company
shall cause to be filed a Shelf Registration Statement providing for the sale by
such  Holder(s) of the  Registrable  Securities  specified in such  Registration
Notice in accordance  with the terms hereof and will use its reasonable  efforts
to cause such Shelf  Registration  Statement to be declared effective by the SEC
as soon as practicable. The Company agrees to use its reasonable efforts to keep
the Shelf Registration Statement continuously effective for a period expiring on
the  date on  which  all of the  Registrable  Securities  covered  by the  Shelf
Registration  Statement  have  been  sold  pursuant  to the  Shelf  Registration
Statement  or have become  eligible  for sale  pursuant  to Section  4(1) of the
Securities Act or Rule 144 thereunder  and,  subject to Section 4(b) and Section
4(i), further agrees to supplement or amend the Shelf Registration Statement, if
and as required by the rules,  regulations  or  instructions  applicable  to the
registration form used by the Company for such Shelf  Registration  Statement or
by the Securities Act or by any other rules and regulations thereunder for shelf
registration;  provided,  however,  that the Company shall not be deemed to have
used its reasonable  efforts to keep a Registration  Statement  effective during
the applicable  period if it  voluntarily  takes any action that would result in
selling  Holders  covered  thereby  not  being  able  to sell  such  Registrable
Securities  during that period,  unless such action is required under applicable
law or the  Company has filed a  post-effective  amendment  to the  Registration
Statement  and the  SEC  has not  declared  it  effective.  Notwithstanding  the
foregoing, the Company shall not be required to file a Registration Statement or
to keep a Registration Statement effective if the negotiation or consummation of
a  transaction  is  pending  or  an  event  has  occurred,   which  negotiation,
consummation or event would require additional  disclosure by the Company in the
Registration Statement of material information which the Company has a bona fide
business purpose for keeping  confidential and the nondisclosure of which in the
Registration  Statement might cause the Registration Statement to fail to comply
with applicable disclosure requirements; provided, however, that the Company may
not delay, suspend or withdraw a Registration Statement for such reason for more
than 60 days or more  often  than  twice  during  any  period of 12  consecutive
months.

     3(b)  Expenses.   The  Company  shall  pay  all  Registration  Expenses  in
connection with any registration pursuant to Section 3(a). Each Holder shall pay
all  underwriting   discounts,   if  any,  sales   commissions,   the  fees  and
disbursements of counsel  representing such Holder,  and transfer taxes, if any,
relating to the sale or  disposition  of such  Holder's  Registrable  Securities
pursuant to the Shelf Registration Statement, Section 4(1) of the Securities Act
or Rule 144 thereunder.

     3(c)  Inclusion in Shelf  Registration  Statement.  Any Holder who does not
timely provide the information reasonably requested by the Company in connection
with  the  Shelf  Registration  Statement  shall  not be  entitled  to have  its
Registrable Securities included in the Shelf Registration Statement.

     3(d) Repurchase Option. In lieu of registering  Registrable Securities that
a Holder seeks to register pursuant to Section 3(a) hereof,  the Company may, by
delivery  of written  notice to such  Holder  within 30 days after  receipt of a
Registration  Notice from such  Holder,  elect to  repurchase  such  Registrable
Securities  for cash, in an amount per Share equal to the average of the closing
prices of the  Common  Shares on the New York Stock  Exchange  (or on such other
exchange or in such other market as the Common Shares are then listed or traded)
on the ten trading days  preceding  the Company's  receipt of such  Registration
Notice  (or,  if the common  shares  have not traded on all ten of such  trading
days,  in an amount equal to the fair value of such  Registrable  Securities  as
determined in good faith by the Board of Trustees of the Company).

                  4.       Registration Procedures.

                  In connection with the obligations of the Company with respect
to the Registration  Statement  pursuant to Section 3 hereof, the Company shall,
to the extent applicable:

     4(a)  prepare  and file with the SEC,  within the time  period set forth in
Section 3 hereof,  a Shelf  Registration  Statement,  which  Shelf  Registration
Statement (i) shall be available for the sale of the  Registrable  Securities in
accordance  with the intended  method or methods of  distribution by the selling
Holders thereof,  and (ii) shall comply as to form in all material respects with
the  requirements  of the applicable  form and include all financial  statements
required by the SEC to be filed therewith;

     4(b)  subject to the last three  sentences of this Section 4(b) and Section
4(i)  hereof,   (i)  prepare  and  file  with  the  SEC  such   amendments   and
post-effective  amendments  to  each  such  Registration  Statement  as  may  be
necessary  to keep such  Registration  Statement  effective  for the  applicable
period;  (ii) cause each such  Prospectus  to be  supplemented  by any  required
prospectus  supplement,  and as so supplemented to be filed pursuant to Rule 424
or any similar rule that may be adopted under the Securities  Act; (iii) respond
as promptly as practicable to any comments received from the SEC with respect to
the Shelf Registration Statement, or any amendment,  post-effective amendment or
supplement  relating  thereto;  and  (iv)  comply  with  the  provisions  of the
Securities Act with respect to the disposition of all securities covered by each
Registration  Statement  during the  applicable  period in  accordance  with the
intended  method or methods of  distribution  by the  selling  Holders  thereof.
Notwithstanding anything to the contrary contained herein, the Company shall not
be required to take any of the actions  described in  subsections  (i),  (ii) or
(iii) above with respect to each  particular  Holder of  Registrable  Securities
unless and until the Company has  received a  Registration  Notice from a Holder
that  such  Holder  intends  to make  offers  or sales  under  the  Registration
Statement as specified in such Registration Notice; provided,  however, that the
Company  shall have 10 business  days to prepare and file any such  amendment or
supplement after receipt of the Registration Notice. Once a Holder has delivered
a Registration Notice to the Company,  such Holder shall promptly provide to the
Company such information as the Company reasonably requests in order to identify
such Holder and the method of distribution in a post-effective  amendment to the
Registration Statement or a supplement to the Prospectus. Such Holder also shall
notify the Company in writing upon  completion  of such offer or sale or at such
time as such  Holder  no  longer  intends  to make  offers  or sales  under  the
Registration Statement;

     4(c) furnish to each Holder of Registrable  Securities that has delivered a
Registration  Notice to the  Company,  without  charge,  as many  copies of each
Prospectus,   including  each  preliminary  Prospectus,  and  any  amendment  or
supplement  thereto  and such other  documents  as such  Holder  may  reasonably
request,  in order to  facilitate  the public sale or other  disposition  of the
Registrable  Securities;  the  Company  consents  to the use of the  Prospectus,
including  each  preliminary  Prospectus,  by each such  Holder  of  Registrable
Securities  in  connection  with  the  offering  and  sale  of  the  Registrable
Securities covered by the Prospectus or the preliminary Prospectus;

     4(d) use its  reasonable  efforts to register  or qualify  the  Registrable
Securities  by the  time  the  applicable  Registration  Statement  is  declared
effective by the SEC under all applicable state securities or "blue sky" laws of
such  jurisdictions  as  any  Holder  of  Registrable  Securities  covered  by a
Registration  Statement  shall  reasonably  request in  writing,  keep each such
registration  or  qualification  effective  during the period such  Registration
Statement is required to be kept  effective or during the period offers or sales
are being  made by a Holder  that has  delivered  a  Registration  Notice to the
Company,  whichever  is shorter,  and do any and all other acts and things which
may be reasonably necessary or advisable to enable such Holder to consummate the
disposition in each such  jurisdiction of such  Registrable  Securities owned by
such Holder;  provided,  however,  that the Company shall not be required to (i)
qualify  generally to do business in any jurisdiction or to register as a broker
or dealer in such  jurisdiction  where it would not  otherwise  be  required  to
qualify but for this Section 4(d),  (ii) subject  itself to taxation in any such
jurisdiction,  or (iii)  submit to the  general  service  of process in any such
jurisdiction;

     4(e) notify  each Holder of  Registrable  Securities  that has  delivered a
Registration  Notice to the Company  promptly  and, if requested by such Holder,
confirm  such advice in writing  (i) when a  Registration  Statement  has become
effective and when any post-effective  amendments and supplements thereto become
effective,  (ii) of the issuance by the SEC or any state securities authority of
any stop order suspending the  effectiveness of a Registration  Statement or the
initiation of any  proceedings for that purpose,  (iii) if the Company  receives
any  notification  with respect to the  suspension of the  qualification  of the
Registrable  Securities  for sale in any  jurisdiction  or the initiation of any
proceeding  for such purpose,  and (iv) of the happening of any event during the
period a Registration Statement is effective which is of a type specified in the
last  sentence of Section 3(a) hereof or as a result of which such  Registration
Statement or the related Prospectus  contains any untrue statement of a material
fact or omits to state  any  material  fact  required  to be stated  therein  or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made (in the case of the Prospectus), not misleading;

     4(f) make every  reasonable  effort to obtain the  withdrawal  of any order
suspending  the  effectiveness  of a  Registration  Statement  at  the  earliest
possible moment;

     4(g) furnish to each Holder of Registrable  Securities that has delivered a
Registration Notice to the Company,  without charge, at least one conformed copy
of each Registration Statement and any post-effective amendment thereto (without
documents  incorporated  therein  by  reference  or  exhibits  thereto,   unless
requested);

     4(h)  cooperate  with the  selling  Holders of  Registrable  Securities  to
facilitate  the timely  preparation  and delivery of  certificates  representing
Registrable Securities to be sold and not bearing any Securities Act legend; and
enable  certificates  for such  Registrable  Securities  to be  issued  for such
numbers  of Shares  and  registered  in such names as the  selling  Holders  may
reasonably  request at least two business days prior to any sale of  Registrable
Securities;

     4(i) subject to the last sentence of Section 3(a) hereof and the last three
sentences of Section 4(b) hereof,  upon the occurrence of any event contemplated
by Section 4(e)(iv) hereof,  use its reasonable  efforts promptly to prepare and
file a supplement or prepare,  file and obtain effectiveness of a post-effective
amendment to a Registration  Statement or the related Prospectus or any document
incorporated  therein by reference or file any other required  document so that,
as thereafter  delivered to the purchasers of the Registrable  Securities,  such
Prospectus  will not contain any untrue  statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading;

     4(j) make available for inspection by representatives of the Holders of the
Registrable  Securities and any counsel or accountant  retained by such Holders,
all financial and other records, pertinent corporate documents and properties of
the Company, and cause the respective  officers,  directors and employees of the
Company   to  supply  all   information   reasonably   requested   by  any  such
representative,   counsel  or  accountant  in  connection  with  a  Registration
Statement;  provided, however, that such records, documents or information which
the Company  determines,  in good faith,  to be  confidential  and notifies such
representatives,  counsel or accountants in writing that such records, documents
or information are confidential  shall not be disclosed by the  representatives,
counsel or accountants  unless (i) the disclosure of such records,  documents or
information is necessary to avoid or correct a material misstatement or omission
in a  Registration  Statement,  (ii) the release of such  records,  documents or
information  is ordered  pursuant  to a subpoena  or other order from a court of
competent  jurisdiction,  or (iii) such records,  documents or information  have
been generally made available to the public;

     4(k) a reasonable time prior to the filing of any  Registration  Statement,
any  Prospectus,  any  amendment  to a  Registration  Statement  or amendment or
supplement to a Prospectus,  provide  copies of such document (not including any
documents  incorporated by reference therein unless requested) to the Holders of
Registrable Securities that have provided a Registration Notice to the Company;

     4(l) use its reasonable  efforts to cause all Registrable  Securities to be
listed on any  securities  exchange on which  similar  securities  issued by the
Company are then listed;

     4(m) provide a CUSIP number for all Registrable Securities,  not later than
the effective date of a Registration Statement;

     4(n)  otherwise use its  reasonable  efforts to comply with all  applicable
rules and regulations of the SEC and make available to its security holders,  as
soon as  reasonably  practicable,  an  earnings  statement  covering at least 12
months which shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder; and

     4(o) use its reasonable efforts to cause the Registrable Securities covered
by a  Registration  Statement  to be  registered  with or approved by such other
governmental  agencies  or  authorities  as may be  necessary  by  virtue of the
business and  operations  of the Company to enable  Holders that have  delivered
Registration  Notices  to the  Company to  consummate  the  disposition  of such
Registrable Securities.

                  The Company may require each Holder of Registrable  Securities
to furnish to the Company in writing  such  information  regarding  the proposed
distribution  by such Holder of such  Registrable  Securities as the Company may
from time to time reasonably request in writing.

                  In  connection  with  and  as a  condition  to  the  Company's
obligations  with respect to the  Registration  Statement  pursuant to Section 3
hereof and this Section 4, each Holder agrees that (i) it will not offer or sell
its  Registrable  Securities  under  the  Registration  Statement  until  it has
provided a Registration  Notice pursuant to Section 4(b) hereof and has received
copies of the  supplemental or amended  Prospectus  contemplated by Section 4(b)
hereof  and  receives  notice  that  any  post-effective  amendment  has  become
effective,  (ii) upon receipt of any notice from the Company of the happening of
any event of the kind  described in Section  4(e)(iv)  hereof,  such Holder will
forthwith  discontinue  disposition  of  Registrable  Securities  pursuant  to a
Registration  Statement until such Holder receives copies of the supplemented or
amended Prospectus  contemplated by Section 4(i) hereof and receives notice that
any  post-effective  amendment has become effective,  and, if so directed by the
Company, such Holder will deliver to the Company (at the expense of the Company)
all copies in its  possession,  other than  permanent  file  copies then in such
Holder's  possession,  of the Prospectus  covering such  Registrable  Securities
current at the time of receipt  of such  notice,  and (iii) all offers and sales
under the Registration Statement shall be completed within sixty (60) days after
the  first  date on which  offers or sales can be made  pursuant  to clause  (i)
above,  and upon  expiration  of such sixty (60) day period the Holder  will not
offer or sell its Registrable  Securities under the Registration Statement until
it has again complied with the provisions of clause (i) above.

                  5.       Indemnification; Contribution.

     5(a)  Indemnification  by the Company.  The Company agrees to indemnify and
hold  harmless  each Holder and its officers and  directors or trustees and each
Person,  if any, who controls any Holder within the meaning of Section 15 of the
Securities Act as follows:

                                    (i)  against  any and all  loss,  liability,
                           claim,  damage and expense  whatsoever,  as incurred,
                           arising out of any untrue statement or alleged untrue
                           statement  of  a  material  fact   contained  in  any
                           Registration  Statement  (or any  amendment  thereto)
                           pursuant  to  which   Registrable   Securities   were
                           registered  under the Securities  Act,  including all
                           documents  incorporated therein by reference,  or the
                           omission or alleged omission  therefrom of a material
                           fact  required to be stated  therein or  necessary to
                           make the statements therein not misleading or arising
                           out  of  any  untrue   statement  or  alleged  untrue
                           statement  of  a  material  fact   contained  in  any
                           Prospectus (or any amendment or supplement  thereto),
                           including  all  documents   incorporated  therein  by
                           reference,   or  the  omission  or  alleged  omission
                           therefrom  of a material  fact  necessary in order to
                           make  the  statements  therein,  in the  light of the
                           circumstances   under  which  they  were  made,   not
                           misleading;

                                    (ii)  against  any and all loss,  liability,
                           claim, damage and expense whatsoever, as incurred, to
                           the extent of the aggregate amount paid in settlement
                           of any litigation,  or investigation or proceeding by
                           any  governmental   agency  or  body,   commenced  or
                           threatened, or of any claim whatsoever based upon any
                           such  untrue  statement  or  omission,  or  any  such
                           alleged  untrue   statement  or  omission,   if  such
                           settlement  is effected  with the written  consent of
                           the Company; and

                                    (iii)    against   any   and   all   expense
                           whatsoever,  as incurred  (including  reasonable fees
                           and disbursements of counsel), reasonably incurred in
                           investigating,  preparing  or  defending  against any
                           litigation,  or  investigation  or  proceeding by any
                           governmental agency or body, commenced or threatened,
                           in each  case  whether  or not a party,  or any claim
                           whatsoever  based upon any such untrue  statement  or
                           omission,  or any such  alleged  untrue  statement or
                           omission,  to the extent that any such expense is not
                           paid under subparagraph (i) or (ii) above;

provided,  however,  that the indemnity  provided  pursuant to this Section 5(a)
does not apply to any Holder with respect to any loss, liability,  claim, damage
or expense to the extent arising out of (x) any untrue  statement or omission or
alleged  untrue  statement or omission  made in reliance  upon and in conformity
with written  information  furnished to the Company by such Holder expressly for
use in a Registration Statement (or any amendment thereto) or any Prospectus (or
any amendment or supplement  thereto) or (y) such Holder's failure to deliver an
amended or supplemental  Prospectus if such loss,  liability,  claim,  damage or
expense would not have arisen had such delivery occurred.

     5(b) Indemnification by Holders.  Each Holder severally agrees to indemnify
and hold harmless the Company and the other selling  Holders,  and each of their
respective  directors and officers  (including  each director and officer of the
Company who signed the  Registration  Statement),  and each Person,  if any, who
controls the Company or any other  selling  Holder within the meaning of Section
15 of the  Securities  Act, to the same  extent as the  indemnity  contained  in
Section 5(a) hereof  (except that any settlement  described in Section  5(a)(ii)
shall be effected with the written consent of such Holder),  but only insofar as
such loss,  liability,  claim,  damage or expense arises out of or is based upon
any untrue  statement or omission,  or alleged  untrue  statements or omissions,
made in a  Registration  Statement (or any amendment  thereto) or any Prospectus
(or any amendment or supplement thereto) in reliance upon and in conformity with
written  information  furnished to the Company by such selling Holder  expressly
for use in  such  Registration  Statement  (or any  amendment  thereto)  or such
Prospectus (or any amendment or supplement thereto).

     5(c) Conduct of Indemnification  Proceedings.  Each indemnified party shall
give  reasonably  prompt  notice  to each  indemnifying  party of any  action or
proceeding  commenced  against it in respect  of which  indemnity  may be sought
hereunder,  but failure to so notify an indemnifying party (i) shall not relieve
it from any liability which it may have under the indemnity  agreement  provided
in Section  5(a) or 5(b)  above,  unless and to the extent it did not  otherwise
learn of such action and the lack of notice by the indemnified  party results in
the forfeiture by the indemnifying  party of substantial rights and defenses and
(ii)  shall  not,  in  any  event,  relieve  the  indemnifying  party  from  any
obligations to any indemnified party other than the  indemnification  obligation
provided under Section 5(a) or 5(b) above. If the  indemnifying  party so elects
within a reasonable time after receipt of such notice,  the  indemnifying  party
may assume the defense of such action or proceeding at such indemnifying party's
own expense with counsel  chosen by the  indemnifying  party and approved by the
indemnified parties defendant in such action or proceeding, which approval shall
not be unreasonably withheld; provided, however, that, if such indemnified party
or parties  reasonably  determine that a conflict of interest exists where it is
advisable for such  indemnified  party or parties to be  represented by separate
counsel or that, upon advice of counsel,  there may be legal defenses  available
to them  which are  different  from or in  addition  to those  available  to the
indemnifying  party, then the indemnifying party shall not be entitled to assume
such  defense  and the  indemnified  party or parties  shall be  entitled to one
separate  counsel  at  the  indemnifying  party's  or  parties'  expense.  If an
indemnifying  party is not  entitled  to assume the  defense  of such  action or
proceeding  as  a  result  of  the  proviso  to  the  preceding  sentence,  such
indemnifying  party's  counsel  shall be entitled to conduct  such  indemnifying
party's  defense  and  counsel  for the  indemnified  party or parties  shall be
entitled to conduct the defense of such indemnified  party or parties,  it being
understood  that both such counsel will cooperate with each other to conduct the
defense  of  such  action  or  proceeding  as  efficiently  as  possible.  If an
indemnifying  party is not so  entitled  to assume the defense of such action or
does not assume such defense,  after having  received the notice  referred to in
the first sentence of this paragraph, the indemnifying party or parties will pay
the  reasonable  fees and  expenses  of  counsel  for the  indemnified  party or
parties.  In such event,  however,  no indemnifying party will be liable for any
settlement  effected without the written consent of such indemnifying  party. If
an indemnifying  party is entitled to assume,  and assumes,  the defense of such
action or proceeding in accordance with this paragraph,  such indemnifying party
shall not be liable for any fees and  expenses  of counsel  for the  indemnified
parties incurred  thereafter in connection with such action or proceeding.  5(d)
Contribution.  In  order to  provide  for just  and  equitable  contribution  in
circumstances in which the indemnity agreement provided for in this Section 5 is
for any reason held to be unenforceable  although  applicable in accordance with
its terms, the Company and the selling Holders shall contribute to the aggregate
losses, liabilities,  claims, damages and expenses of the nature contemplated by
such indemnity  agreement  incurred by the Company and the selling  Holders,  in
such  proportion as is appropriate to reflect the relative fault of and benefits
to the  Company  on the one hand and the  selling  Holders on the other (in such
proportions that the selling Holders are severally, not jointly, responsible for
the balance),  in connection  with the statements or omissions which resulted in
such losses,  claims,  damages,  liabilities  or expenses,  as well as any other
relevant  equitable  considerations.  The relative  benefits to the indemnifying
party and  indemnified  parties shall be determined by reference to, among other
things,  the total proceeds  received by the  indemnified  party and indemnified
parties in connection with the offering to which such losses,  claims,  damages,
liabilities or expenses relate. The relative fault of the indemnifying party and
indemnified  parties  shall be  determined  by reference to, among other things,
whether the action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information  supplied by, such indemnifying party or
the indemnified parties, and the parties' relative intent, knowledge,  access to
information and opportunity to correct or prevent such action.

                  The  parties  hereto  agree  that  it  would  not be  just  or
equitable if  contribution  pursuant to this Section 5(d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of  the  equitable  considerations  referred  to in  the  immediately  preceding
paragraph.  Notwithstanding  the  provisions  of this Section  5(d),  no selling
Holder  shall be  required to  contribute  any amount in excess of the amount by
which the total price at which the Registrable Securities of such selling Holder
were offered to the public  exceeds the amount of any damages which such selling
Holder  would  otherwise  have been  required  to pay by  reason of such  untrue
statement or omission.

                  Notwithstanding the foregoing,  no Person guilty of fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 5(d), each Person, if
any,  who controls a Holder  within the meaning of Section 15 of the  Securities
Act and  directors  and  officers  of a Holder  shall  have the same  rights  to
contribution as such Holder,  and each director of the Company,  each officer of
the Company who signed the Registration  Statement and each Person,  if any, who
controls  the  Company  within the meaning of Section 15 of the  Securities  Act
shall have the same rights to contribution as the Company.

                  6.       Rule 144 Sales.

     6(a) The Company  covenants  that it will file the  reports  required to be
filed by the Company  under the  Securities  Act and the  Exchange  Act so as to
enable any Holder to sell Shares pursuant to Rule 144 under the Securities Act.

     6(b) In  connection  with any sale,  transfer or other  disposition  by any
Holder of any Shares  pursuant to Section 4(1) of the Securities Act or Rule 144
thereunder,  the Company  shall  cooperate  with such Holder to  facilitate  the
timely preparation and delivery of certificates  representing  Shares to be sold
and not bearing any  Securities  Act legend,  and enable  certificates  for such
Shares to be for such  number  of shares  and  registered  in such  names as the
selling  Holders may reasonably  request at least two business days prior to any
sale of Shares.

                  7.       Miscellaneous.

     7(a) Amendments and Waivers.  The provisions of this  Agreement,  including
the provisions of this sentence,  may not be amended,  modified or supplemented,
and waivers or  consents to  departures  from the  provisions  hereof may not be
given  without the written  consent of the Company and the Holders of a majority
in amount of the outstanding Registrable Securities;  provided, however, that no
amendment, modification or supplement or waiver or consent to the departure with
respect to the  provisions of Sections 2, 3, 5 or 6 hereof shall be effective as
against any Holder of Registrable  Securities  unless consented to in writing by
such Holder of Registrable Securities. Notice of any amendment,  modification or
supplement to this Agreement  adopted in accordance with this Section 7(a) shall
be provided by the Company to each  Holder of  Registrable  Securities  at least
thirty (30) days prior to the effective date of such amendment,  modification or
supplement.

     7(b)  Notices.  All  notices  and  other  communications  provided  for  or
permitted  hereunder  shall  be made in  writing  by  hand-delivery,  registered
first-class  mail,  telex,  telecopier,  or any courier  guaranteeing  overnight
delivery,  to the parties at their respective addresses set forth opposite their
signatures  below or at such other  address as a party may  indicate  by written
notice to the other party or parties.

                  All such  notices and  communications  shall be deemed to have
been duly given: at the time delivered by hand, if personally  delivered;  three
(3) business days after being deposited in the mail, postage prepaid, if mailed;
when answered back., if telexed; when receipt is acknowledged, if telecopied; or
at the time  delivered,  if delivered by an air courier  guaranteeing  overnight
delivery.

     7(c)  Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding  upon the  successors,  assigns  and  transferees  of each of the
parties,  including,  without  limitation  and  without  the need for an express
assignment,  subsequent Holders. If any successor, assignee or transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all of
the  terms  of this  Agreement,  and by  taking  and  holding  such  Registrable
Securities  such Person  shall be entitled  to receive the  benefits  hereof and
shall be conclusively  deemed to have agreed to be bound by all of the terms and
provisions hereof.

                           7(d)     [Intentionally Omitted]

     7(e)  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

     7(f)  Headings.  The  headings in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

     7(g) GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF MARYLAND  WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAW PROVISIONS THEREOF.

     7(h) Specific Performance.  The parties hereto acknowledge that there would
be no  adequate  remedy  at  law  if  any  party  fails  to  perform  any of its
obligations hereunder, and accordingly agree that each party, in addition to any
other remedy to which it may be entitled at law or in equity,  shall be entitled
to compel specific  performance of the obligations of any other party under this
Agreement in accordance  with the terms and  conditions of this Agreement in any
court of the United States or any State thereof having jurisdiction.

     7(i) Entire Agreement. This Agreement is intended by the parties as a final
expression  of their  agreement  and  intended  to be a complete  and  exclusive
statement of the agreement and understanding of the parties hereto in respect of
the  subject  matter  contained  herein.  This  Agreement  supersedes  all prior
agreements and  understandings  between the parties with respect to such subject
matter.

<PAGE>




                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this Agreement,  or caused this Agreement to be duly executed on its behalf,  as
of the date first written above.


Address:
2101 6th Avenue North,                               COLONIAL PROPERTIES TRUST
Suite 750
Birmingham, Alabama 35202                   By:   /s/ Thomas H. Lowder         
                                                  Chairman of the Board,
                          President and Chief Executive
                                                  Officer

2101 6th Avenue North,                               COLONIAL REALTY LIMITED
Suite 750                                                     PARTNERSHIP
Birmingham, Alabama 35202

                             By: COLONIAL PROPERTIES
                             HOLDING COMPANY, INC.,
                                 General Partner
 By:  /s/ Thomas H. Lowder    
          Thomas H. Lowder
          President
                                    HOLDERS:

Address:

2029 King Stables Road                      /s/ Harold W. Ripps                
                                           -----------------------------------
Birmingham, Alabama 35242                   Harold W. Ripps


<PAGE>


Address:

4752 Southlake Parkway                  /s/ Chester L. Parker, Jr.
Birmingham, Alabama 35244                   Chester L. Parker, Jr.


2556 North Delwood Drive                    /s/ Herbert A. Meisler              
Mobile, Alabama 36606                           Herbert A. Meisler


261 Montrose Drive                         /s/ Irving D. Meisler              
                                           -----------------------------------
McDonough, Georgia 30253                   Irving D. Meisler



                                 BERFAN COMPANY


By:  /s/ Herbert A. Meisler        
         Herbert A. Meisler
 Title:  General Partner



                            BAMIL INVESTMENT COMPANY
500 Robert Jemison Road                           By:  /s/ Allen M. Meisler
Birmingham, Alabama 35209                                  Allen M.  Meisler,
                                Managing Partner