Exhibit 10.16

                             REIMBURSEMENT AGREEMENT


         This  Reimbursement  Agreement  is made and entered into as of the 25th
day of January, 2000 by (NAME), having an address at (HOME) (the "Participant"),
in favor of Colonial Realty Limited Partnership,  a Delaware limited partnership
("Colonial"),  and Colonial  Properties Trust, an Alabama real estate investment
trust (the "REIT")  (Colonial  and the REIT are referred to herein  individually
and collectively as the "Guarantors").

                             Preliminary Statements

         A. The Participant applied for and obtained a loan from the Lenders (as
hereinafter defined) in the original principal amount of (DLRSWORDS) ($DLRS) for
the purpose of purchasing  (UNITSWORDS)  (UNITS)  Class A Units (the  "Purchased
Units") of Colonial (the "Participant Loan").

         B. In  order to  induce  the  Lenders  to make  the  Participant  Loan,
Colonial and the REIT executed and  delivered a Facility and Guaranty  Agreement
dated  as  of  December  17,  1999  among  Colonial,  the  REIT,  the  financial
institutions named therein (the "Lenders") and Bank One, NA, individually and as
Agent for the Lenders (the "Guaranty";  capitalized terms used in this Agreement
and not otherwise defined shall have the respective meanings used therein).

         C. In order to induce  Colonial and the REIT to execute and deliver the
Guaranty,  the  Participant  has agreed to execute and deliver this Agreement in
favor of  Colonial,  the REIT and the  Other  Guarantors  pursuant  to which the
Participant will reimburse Colonial, the REIT and the Other Guarantors on demand
in accordance with the provisions set forth hereinbelow.

         NOW,  THEREFORE,  in  consideration of the foregoing and for other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the Participant hereby agrees as follows:

         Section 1.  Absolute and Unconditional Reimbursement Obligation.

         (a) The  Participant  hereby  absolutely  and  unconditionally  agrees,
subject to  subsection  (b) of this Section 1, (i) to reimburse  the  Guarantors
fully and promptly,  upon demand,  for all amounts paid by the Guarantors to the
Lenders  pursuant to the Guaranty with respect to the Participant  Loan, (ii) to
pay any and all expenses  incurred by the  Guarantors in enforcing  their rights
under this Agreement, and (iii) to pay to the Guarantors interest accrued on all
such amounts and  expenses  referred to in the  foregoing  clauses (i) and (ii),
from the date such amounts and expenses were paid or incurred by the  Guarantors
until  the date the  Participant  makes  all such  reimbursements  and  payments
hereunder,  at the rate set forth in the Note  executed  by the  Participant  in
connection  with  the  Participant   Loan  (the  "Note")  (whether  or  not  the
Participant Loan is then outstanding).

         (b)  Notwithstanding the provisions of Section 1(a), the parties hereto
agree that under the  circumstances  set forth below,  the  Guarantors  will pay
certain  amounts (set forth  below) in respect of the Note that the  Participant
would be obligated to pay but for the  provisions of this Section 1(b),  and the
Participant  shall have no obligation to reimburse the  Guarantors on account of
such payments.

                  (i) Upon the (x) death of the  Participant  at a time when the
         Participant  Loan is still  outstanding,  or (y) (i) the  Disability or
         Retirement  (as such  terms are  defined in that  certain  Registration
         Rights and Lock-up  Agreement of even date herewith between the parties
         hereto (the "Lock-up Agreement")) of the Participant at a time when the
         Participant  Loan is still  outstanding,  and (ii) the  election by the
         Participant  within 30 days  after such  Disability  or  Retirement  to
         exercise  his  or her  Redemption  Right  (as  defined  in the  Lock-up
         Agreement)  pursuant  to Section  2(b) of the  Lock-up  Agreement,  the
         Guarantors  agree to pay the Early Payment Fee owed by the  Participant
         to the Lenders and the  prepayment  administrative  fee of $375 owed by
         the   Participant   to  Bank  One,   NA  for  its  own   account   (the
         "Administrative Fee") pursuant to the terms of the Note. In such cases,
         the  Guarantors  also agree to pay to the  Lenders  all  principal  and
         interest due on the Participant  Loan, to the extent that such sums are
         not paid out of the proceeds of the  redemption of the Purchased  Units
         pursuant to the  provisions of the Lock-up  Agreement and the letter of
         direction  referred  to  therein,  and the  Participant  shall  have no
         obligation to reimburse the Guarantors on account of such payments. The
         Participant agrees that it is a condition  precedent to the obligations
         of the Guarantors under this paragraph that the Participant  shall have
         exercised his or her Redemption  Right as aforesaid and that all of the
         proceeds of such  redemption  (or so much thereof as may be  necessary)
         shall have been  applied to the  payment in full of the  principal  and
         interest (including without limitation the deferred interest) under the
         Note, or in the event the proceeds of such redemption are  insufficient
         to pay such  principal and interest in full,  then to the payment of so
         much of such  principal and interest as can be paid with such proceeds.
         The  Participant  further agrees that in the event the Guarantors  make
         payment of any of the sums  contemplated by this paragraph prior to the
         time that the proceeds of such  redemption are available,  the proceeds
         of such  redemption  shall be paid directly to the  Guarantors  and the
         Guarantors  shall keep all or so much of such  proceeds as is necessary
         to reimburse the  Guarantors  for all amounts paid by the Guarantors to
         the Lenders on account of the principal and interest (including without
         limitation  the  deferred  interest)  of the Note and return the unused
         balance, if any, of such proceeds to the Participant.

                  (ii) In the  event  that  the  Accelerated  Maturity  Date (as
         defined in the Lock-up Agreement) occurs as a result of a Program Event
         of Default,  the Guarantors  agree to pay the Early Payment Fee and the
         Administrative  Fee  required  under  the  terms of the  Note,  and the
         Participant  shall have no obligation  to reimburse  the  Guarantors on
         account of such payment.

         (c) This Agreement shall be a continuing agreement and the liability of
the  Participant  hereunder  shall  be  absolute  and  unconditional,  shall  be
performed  strictly in accordance with the terms of this Agreement and shall not
be affected,  modified or diminished by reason of: (i) any assignment,  renewal,
modification  or extension of the  Participant  Loan or the  Guaranty;  (ii) any
modification or waiver of or change in any of the terms,  covenants,  conditions
or provisions of the Participant Loan or of the Guaranty;  (iii) any dealings or
transactions  occurring  between the Lenders and the  Guarantors  whether or not
notice thereof is given to the  Participant;  (iv) any default or failure of the
Participant  fully to perform any of its  obligations,  covenants or  agreements
with respect to the Participant Loan or as set forth in this Agreement;  (v) any
substitution of a new guaranty for the Guaranty;  (vi) the invalidity or lack of
enforceability  of the Participant  Loan or the Guaranty or any provision of any
thereof,  or (vii) any other  circumstance  which might  otherwise  constitute a
defense  available  to, or a  discharge  of, the  Participant  in respect of the
Participant Loan or this Agreement.

         (d) This Agreement  shall  continue to be effective or be restated,  as
the case may be, if at any time any payment of the  principal  of or interest on
the  Participant  Loan is rescinded or must otherwise be returned by the Lenders
upon the insolvency or bankruptcy of the Participant or otherwise, all as though
such payment had not been made.

         Section  2.  Right  of  Setoff.  Upon the  occurrence  and  during  the
continuance  of any Event of Default,  the Guarantors are authorized at any time
and from time to time,  without notice to the Participant (any such notice being
expressly  waived by the  Participant)  to set off and apply any and all amounts
owing by the Guarantors to the Participant (including,  without limitation, base
salary, bonuses, performance units, distributions payable on the Purchased Units
and  dividends  payable  on any  Common  Shares  issued in  connection  with the
redemption thereof, but excluding the Purchased Units themselves and any "margin
stock" (as  defined in  Regulation  U of the Board of  Governors  of the Federal
Reserve System) against any and all of the obligations of the Participant now or
hereafter  existing  under this  Agreement,  irrespective  of whether or not the
Guarantors  shall have made any demand under this  Agreement  and although  such
obligations  may be  unmatured.  The  Guarantors  agree  promptly  to notify the
Participant after any such setoff and application,  provided that the failure to
give such notice shall not affect the  validity of such setoff and  application.
The rights of the  Guarantors  under this  Section  are in addition to the other
rights and remedies which the Guarantors may have.

         Section 3. Indemnification. The Participant hereby agrees to indemnify,
defend and hold the  Guarantors  harmless from and against all demands,  claims,
actions or causes of action, assessments,  losses, damages,  liabilities,  costs
and expenses,  including without  limitation,  interest penalties and reasonable
attorneys'  fees  and  expenses   (collectively   "Damages")  asserted  against,
resulting to, imposed upon or incurred  directly or indirectly by the Guarantors
by  reason  of or  resulting  from a  breach  of any  representation,  warranty,
covenant or agreement of the  Participant  contained in or made pursuant to this
Agreement.

         Section  4. Full  Disclosure.  No  representation  or  warranty  of the
Participant in or pursuant to this  Agreement,  including any financial or other
information provided by Participant, contains any untrue statement of a material
fact,  or  omits to  state  any  material  fact  necessary  in order to make the
statements  contained herein or therein, in the light of the circumstances under
which they are made, not misleading.

         Section 5.  Representations  and Warranties. The Participant represents
and warrants to the Guarantors as follows:

         (a)      The  Participant  has all right  and power to enter  into this
                  Agreement,  perform its  obligations  hereunder and consummate
                  the transactions contemplated hereby.

         (b)      This  Agreement   constitutes  a  legal,   valid  and  binding
                  obligation  of  the  Participant,   enforceable   against  the
                  Participant in accordance with its terms.

         (c)      Neither the  execution  and  delivery of this  Agreement,  nor
                  compliance  with  the  terms  and  provisions  hereof,  by the
                  Participant will violate any statute,  regulation or ordinance
                  of any  governmental  authority or conflict  with or result in
                  the  breach  of  any  term,  condition  or  provision  of  any
                  agreement,   contract,   order  or  instrument  to  which  the
                  Participant  is a party or by which its  assets or  properties
                  are bound or constitute a default (or an event which, with the
                  lapse  of  time  or  the  giving  of  notice  or  both,  would
                  constitute a default) thereunder.

         (d)      There is not  pending  or,  to the  best of the  Participant's
                  knowledge,  threatened any suit, claim, action,  litigation or
                  proceeding,  administrative  or judicial,  or any governmental
                  investigation  against the Participant or involving any of his
                  or her properties or assets,  and there is no reasonable basis
                  upon  which  any  such  suit,   claim,   action,   litigation,
                  proceeding or investigation could be brought or initiated.

(e)               The financial  statements,  investor  questionnaire  and other
                  financial information, if any, delivered by the Participant to
                  the  Guarantors  prior to the date  hereof  are  complete  and
                  accurate in all material  respects and are in compliance  with
                  the requirements of Section 4 hereof.

(f)      The Participant has not granted to any person a security interest in
         his or her general intangibles.

         Section 6.  Covenants of the Participant. The Participant hereby agrees
that:

         (a)      so  long  as any  portion  of  the  Participant  Loan  remains
                  outstanding  and unpaid,  in whole or in part, or the Guaranty
                  remains  in effect,  or any amount is owing to the  Guarantors
                  hereunder:

                  (i)   the net worth of the Participant  shall not be less than
                        the original  principal  amount of the Participant Loan;
                        and

                  (ii)  the  Participant  shall provide  promptly such financial
                        information  to the  Guarantors as the  Guarantors  may,
                        from time to time, reasonably require.

         (b)      The Participant  shall use the proceeds of the Participant
                  Loan solely to purchase the Purchased Units.

         Section 7. Pledge of Class A Units.  (a) As security for the prompt and
complete  payment and  performance of all of his or her  obligations  under this
Agreement,  the  Participant  hereby  pledges to and grants to the  Guarantors a
security interest in the following,  in each case whether now owned or hereafter
acquired (the "Collateral"):

                  (i) all of the Participant's  right, title and interest in and
to the  Purchased  Units,  together  with all shares,  all  dividends  and other
distributions  and all other rights and properties  which the Participant  shall
receive or shall  become  entitled  to receive  for any reason  whatsoever  with
respect to, upon  redemption of, in  substitution  for or in exchange for any of
such Purchased Units (including,  without  limitation,  all cash amounts payable
upon redemption of the Purchased  Units,  all shares issuable upon redemption of
the Purchased Units, and all cash or other property  received or receivable upon
the sale or other disposition of any or all of the foregoing, including, without
limitation,  all cash or other property  received or receivable upon the sale or
disposition of any or all of the foregoing pursuant to the Lock-up Agreement and
the letter of direction referred to therein); and

                  (ii)     all  proceeds  of any and  all of the  foregoing
                          (including  proceeds  that  constitute property of the
                           types described above).

         (b) In connection with the foregoing, the Participant hereby authorizes
and directs  Colonial,  on his or her behalf,  to deliver to the  Guarantors the
certificates evidencing such Purchased Units and is delivering to the Guarantors
herewith irrevocable unit powers duly executed in blank and undated with respect
thereto and appropriate executed UCC-1 financing statements.

         (c) At any time and from time to time,  upon the written request of the
Guarantors,  the Participant  will promptly execute and deliver any and all such
further  instruments  and  documents  and  take  such  further  actions  as  the
Guarantors  may  reasonably  deem  necessary  or  desirable  to obtain  the full
benefits of the security  interest  granted  hereby and of the rights and powers
herein  granted,  including  the  execution  and  filing  of  any  financing  or
continuation  statement under the Uniform Commercial Code as in effect from time
to time in the applicable jurisdictions (the "Code").

         (d) Except as set forth  below,  the  Participant  shall be entitled to
receive all dividends and distributions  payable with respect to the Collateral.
Upon the  occurrence of any Event of Default,  Colonial is hereby  authorized to
remit  all  dividends  and  other  distributions  payable  with  respect  to the
Collateral directly to the Guarantors for application against all amounts due to
the Lenders under the Note and against the Participant's  obligations hereunder.
When the Note is paid in full and all obligations of the Participant  under this
Agreement  have been fully paid and satisfied,  the  Guarantors  shall remit any
such remaining dividends and other distributions to the Participant.

         (e) The Participant agrees that he or she will not redeem the Purchased
Units, or sell, assign,  exchange or otherwise transfer,  or grant any rights in
respect of, any of the Collateral, except in full compliance with the provisions
of the Partnership Agreement and the Lock-up Agreement. In the event of any such
sale of the  Purchased  Units  that is made in  compliance  with  the  foregoing
provisions, the Guarantors shall, subject to the payment in full of the Note and
all  of  the  Participant's  obligations  under  this  Agreement,   release  the
Collateral from the security interest created hereby.

         (f) Upon the  occurrence of any Event of Default,  the  Guarantors  may
exercise as to any or all of the Collateral all the rights,  powers and remedies
of a secured party under the Code or other applicable law, and may elect to sell
the  Collateral  in one or more  public  or  private  sales in  compliance  with
applicable law and exercise any and all other rights and remedies which they may
have by contract or otherwise.  The  Participant  should be obligated to pay all
sums  payable  hereunder  even if the  Guarantors  do not  exercise  any of such
rights, powers and remedies; in the event the Guarantors do exercise any of such
rights,  powers and remedies,  the Participant shall remain obligated to pay all
sums payable  hereunder  that are not recovered by the Guarantors as a result of
such exercise.

         (g) Except as expressly provided in the Code, the Guarantors shall have
no additional duty as to any Collateral in their possession or control or in the
possession or control of any agent or nominee or as to any income  thereon or as
to the  preservation  of  rights  against  prior  parties  or any  other  rights
pertaining  thereto.  The  Guarantors  shall  be  under  no duty  or  obligation
whatsoever  (i) to make or give  any  presentments,  demands  for  performances,
notices of nonperformance,  protests,  notices of protest or notices of dishonor
in connection with any obligation or evidences of indebtedness  which constitute
in whole or in part the indebtedness or other  obligations  secured hereunder or
(ii) to give the Participant  notice of, or to exercise any subscription  rights
or  privileges,  any rights or privileges to exchange,  convert or redeem or any
other rights or privileges relating to or affecting any Collateral.

         (h) The pledge and security  interest  created  hereby shall  terminate
when all  obligations of the  Participant  under this Agreement  shall have been
fully paid and  satisfied,  at which time the  Guarantors  shall  deliver to the
Participant  all  collateral  and  related  documents  then  in the  custody  or
possession of the Guarantors,  all without recourse upon, or warranty whatsoever
by, the Guarantors.

         Section 8. Remedies.  All of the Guarantors'  rights and remedies under
this Agreement are intended to be distinct,  separate and cumulative and no such
right or  remedy is  intended  to be to the  exclusion  of or be a waiver of any
other right or remedy.

         Section 9. Amendments,  Etc. No amendment or waiver of any provision of
this  Agreement  shall be  effective  unless it is in writing  and signed by the
Participant and the  Guarantors,  and any such waiver shall be effective only in
the specific instance and for the specific purpose for which given.

         Section  10.  Waiver of Notice,  Etc.  The  Participant  hereby  waives
promptness, diligence, notice of acceptance and any other notice with respect to
this Agreement and any requirement that the Guarantors protect,  secure, perfect
or insure any  security  interest  or lien or any  property  subject  thereto or
exhaust any right or take any action against any person or entity.

         Section  11.  Governing  Law.  This  Agreement  and the  rights and
remedies  of the  Guarantors  and the Participant shall be governed by and
construed in accordance with the laws of the State of Alabama.

         Section 12. Binding  Effect.  This Agreement shall inure to the benefit
of each of the Guarantors and their respective  successors and assigns and shall
be fully binding upon the Participant, and his or her heirs, executors and legal
or personal representatives.

         Section 13.  Expenses.  The Participant  will, upon demand,  pay to the
Guarantors  the  amount  of any  and  all  reasonable  expenses,  including  the
reasonable fees and expenses of counsel and of any experts and agents, which the
Guarantors  may incur in connection  with (i) the exercise or enforcement of any
of the rights of the Guarantors hereunder or (ii) the failure by the Participant
to perform or observe any of the provisions  hereof.  The Participant also shall
be solely  responsible for his or her own costs for  accounting,  tax, legal and
investment  banking  advice  and all other  services  that the  Participant  may
receive with respect to this Agreement and the matters contemplated herein.

         Section 14. Taxes.  The  Participant  shall be solely  responsible  and
hereby  agrees to pay any and all taxes  applicable  with  respect to  Purchased
Units that may be sold,  including  but not  limited to ordinary  income  taxes,
capital gains taxes or any other taxes levied by any relevant taxing authority.

         Section 15. Term.  This Agreement shall remain in full force and effect
until all  obligations  under this  Agreement  and the Guaranty  have been fully
performed,  regardless of any invalidity or unenforceability of any provision of
this Agreement or the Guaranty.

         Section 16.  Events of Default.  For  purposes of this  Agreement,  any
breach by the Participant of or default by the Participant under this Agreement,
or any  representation  or warranty made, or any financial or other  information
provided by, the Participant to the Guarantors in connection with this Agreement
shall  prove  to have  been  incorrect  in any  material  respect  when  made or
provided,  or the  occurrence of any Borrower  Event of  Repayment,  shall be an
"Event of Default" under this Agreement.

         Section 17. Notices. All notices and other communications  permitted or
required  pursuant  to this  Agreement  shall be in writing  and shall be deemed
given when  delivered in person,  or five (5) days after being  deposited in the
United  States  mail,  postage  prepaid,   as  certified  mail,  return  receipt
requested,  properly  addressed to the party for whom  intended at the addresses
set forth below,  or to such other address as any party hereto may designate for
itself by notice in accordance herewith to the others:

                  The Guarantors:             Colonial Properties Trust
                                              2101 Sixth Avenue North, Suite 900
                                              Birmingham, AL  35203
                                              Attn.:  Howard B. Nelson, Jr.

                  With a copy to:             Hogan & Hartson L.L.P.
                                              555 13th Street, N.W.
                                              Washington, DC  20004-1109
                                              Attn.:  Alan L. Dye

                  The Participant:            (BUSINESSADD)


         Section  18. No  Waiver.  No delay or  omission  of the  Guarantors  to
exercise  any  right,  remedy or power  hereunder  shall  impair  the same or be
construed to be a waiver of any Event of Default or an acquiescence  therein. No
waiver of any Event of Default shall extend to or affect any subsequent Event of
Default,  nor shall it  impair  any  right,  remedy  or power  available  to the
Guarantors.  No single or partial  exercise of any right,  remedy or power shall
preclude any other or further exercise thereof by the Guarantors.

         Section 19.  Severability.  Any  provision  of this  Agreement  that is
legally  determined to be unenforceable  in any  jurisdiction  shall, as to that
jurisdiction,  be ineffective to the extent of the unenforceability only without
invalidating the remaining  provisions  hereof, but no  unenforceability  in any
jurisdiction  shall  invalidate  or render  unenforceable  the same or any other
provision in any other jurisdiction.

         Section 20. Entire Agreement.  This Agreement,  including the schedules
referenced  herein,  constitutes the entire agreement of the parties hereto with
respect  to the  matters  referred  to herein and  supersedes  any and all other
understandings,  negotiations,  or  agreements  among  the  Participant  and the
Guarantors with respect to the subject matter hereof.

         Section 21. Arbitration.  Any dispute, claim or controversy arising out
of or in  connection  with this  Agreement  shall be  resolved  through  binding
arbitration in the Birmingham,  Alabama  metropolitan  area under the commercial
arbitration  rules of the American  Arbitration  Association (the "AAA") then in
force.  The Guarantors and the Participant  shall each appoint one person from a
list furnished by the AAA, and the two persons so appointed shall jointly select
a neutral third person who shall serve as the sole  arbitrator.  The  arbitrator
shall provide a written  decision  stating its findings.  The arbitration  award
shall be final and  binding  among the  parties,  and  judgment  thereon  may be
entered  by any court  having  jurisdiction.  In any  arbitration  to enforce or
construe any provision of this  Agreement or otherwise  arising  hereunder,  the
prevailing  party  shall be  entitled  to  recover,  in  addition  to any  other
available relief,  its reasonable  attorney fees and costs incurred.  If neither
party  prevails  on all  issues,  the  parties'  total  attorney  fees and costs
(including arbitrator's fees) may be allocated in the arbitrator's discretion.



<PAGE>



         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement, and made delivery thereof, as of the date first written above.

                                               (CAPNAME)


                                                  -----------------------------


                                                  COLONIAL REALTY LIMITED
                                                  PARTNERSHIP

                                             By:  Colonial Properties Trust,
                                                  its General Partner


                                             By:  /s/ Howard B. Nelson Jr.
                                                  -----------------------------
                                                  Howard B. Nelson, Jr.
                                                  Chief Financial Officer


                                                  COLONIAL PROPERTIES TRUST


                                             By:   /s/ Howard B. Nelson Jr.
                                                  -----------------------------
                                                  Howard B. Nelson, Jr.
                                                  Chief Financial Officer