REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

                           Dated as of April 30, 1999

                                  by and among

                           COLONIAL PROPERTIES TRUST,

                       COLONIAL REALTY LIMITED PARTNERSHIP

                                       and

                                   MJE, L.L.C.





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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 April  30,  1999,  by and  among
Colonial  Properties  Trust,  an  Alabama  real  estate  investment  trust  (the
"Company"),  Colonial Realty Limited Partnership, a Delaware limited partnership
(the "Operating  Partnership"),  and MJE, L.L.C.,  an Alabama limited  liability
company (the "Holder").

                  WHEREAS,  on the date hereof the Operating  Partnership is the
acquiring from the Holder its 20.2% minority  interest in certain property known
as the "Colonial Village at Haverhill",  and in connection  therewith the Holder
will  receive  Class B Units of limited  partnership  interest in the  Operating
Partnership  (these  Class B Units and the Class A Units of limited  partnership
interest  into  which the Class B Units  will be  converted  being  referred  to
hereinafter as the "Units");

                  WHEREAS,  in order to  induce  the  Holder to  consummate  the
closing contemplated  hereunder,  the Company has agreed to grant the Holder the
registration rights set forth in Section 3 hereof; and

                  WHEREAS,  in order to  induce  the  Operating  Partnership  to
consummate  the  closing  contemplated  hereunder,  the Holder has 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(a)
hereof.



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

                  "Holder(s)"  shall have the meaning set forth in the  Preamble
and also shall include any Holder's heirs, executors, administrators, successors
and permitted assigns.

                  "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 that have been disposed of
under such  Registration  Statement  and (ii) Shares  sold  pursuant to Rule 144
under the  Securities  Act or Shares that,  when  combined with all other Shares
then owned by the Holder(s), are eligible for sale pursuant to Rule 144 during a
single 90-day period.



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                  "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(1)
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 the Holder(s),  and transfer taxes, if any, relating to the sale or
disposition  of Registrable  Securities by the Holder(s),  all of which shall be
borne by the Holder(s) 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 Holder(s) 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)     The Holder hereby agrees that, except as set
forth in Section 2(b) below, for one year following the date hereof (the "Lock-
up Period"), such Holder 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):



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

(ii)      a Holder who is a natural  person  may  Dispose of Units (x) 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 or (y)
          pursuant to the terms of any will or trust or by intestacy;

(iii)     a Holder may Dispose of Units to any entity or person  that  controls,
          is controlled by, or is under common control with such Holder;

(iv)      a Holder  that is a  partnership  or  limited  liability  company  may
          Dispose of Units to any partner or member of such Holder in redemption
          of  such  partner's  or  member's  interest  in  such  Holder  or as a
          distribution to such partner or member, provided, in either case, that
          such partner or member is then an  "accredited  investor" as that term
          is defined in Regulation D under the Securities Act; and

(v)       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.

In the event that a 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.



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                           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 or, if less,  all of the
Registrable  Securities  owned by the Holder(s)),  the Company shall cause to be
filed  within 60 days of receipt by the  Company  of the  Registration  Notice a
Shelf  Registration  Statement  providing for the sale by such  Holder(s) of the
Registrable  Securities  specified  in such  Registration  Notice  (and,  if the
Company  so  elects,  any  Registrable  Securities  held by any other  Holder or
Holders) 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 Rule 144  under the
Securities  Act during a single 90-day  period 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 the selling  Holder(s) 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,  and the Company so advises the  affected  Holder(s)  in a writing
signed by an  executive  officer of the  Company;  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,  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 or Rule 144 under the Securities Act.

                           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 such  Holder's
Registrable Securities included in the Shelf Registration Statement.



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                           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:

          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 Holder(s)
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  Holder(s)   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 a Holder unless and until the Company has received a
notice from such  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 ten business days to prepare and file any
such  amendment or supplement  after  receipt of such 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 Registration
Statement  or  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;



<PAGE>



          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 any such  Holder,  whichever  is  shorter,  and do any and all
other acts and things which may be  reasonably  necessary or advisable to enable
each 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 any 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;



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          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 Holder(s) 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  Holder(s  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 Holder(s)
of  Registrable  Securities  and any  counsel  or  accountant  retained  by such
Holder(s),  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
any Holder of Registrable  Securities that has provided a Registration Notice to
the Company;



<PAGE>



          4(l) use its reasonable  efforts to cause all  Registrable  Securities
covered by a Registration  Statement 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 the  selling  Holder(s)  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) such  Holder will not
offer or sell  such  Holder's  Registrable  Securities  under  the  Registration
Statement  until such  Holder 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  received  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 their  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  such  Holder  will  not  offer  or sell  such  Holder's
Registrable  Securities under the  Registration  Statement until such Holder has
again complied with the provisions of clause (i) above.



<PAGE>



                  5.       Indemnification; Contribution.

                           5(a)     Indemnification by the Company.  The Company
agrees to indemnify and hold harmless each Holder and its members 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;



<PAGE>



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 agrees to indemnify and
hold harmless the Company and its trustees and officers  (including each trustee
and  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, 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 Holder  expressly  for use in such
Registration  Statement (or any amendment  thereto) or such  Prospectus  (or any
amendment or supplement thereto).



<PAGE>



          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  Holder(s)  shall
contribute to the aggregate losses, liabilities, claims, damages and expenses of
the nature  contemplated by such indemnity agreement incurred by the Company and
such  Holder(s),  in such  proportion as is  appropriate to reflect the relative
fault of the  Company  on the one hand and such  Holder  on the  other  (in such
proportions that the Holder(s) 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  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 not be required to contribute any amount in excess of the amount by
which the total price at which the  Registrable  Securities  of such Holder were
offered to the public  exceeds the amount of any damages which such Holder would
otherwise  have  been  required  to pay by reason of such  untrue  statement  or
omission.  The  liability  of any  Holder  selling  Registrable  Securities  for
contribution shall not exceed an amount equal to the offering price per share of
the Registrable  Securities,  multiplied by the number of Registrable Securities
sold by such Holder.

                  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 trustee 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.



<PAGE>



                  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 the  Holder(s) to sell Shares  pursuant to Rule 144 under the  Securities
Act.

          6(b) In connection with any sale,  transfer or other  disposition by a
Holder of any Shares  pursuant to Rule 144 under the Securities Act, 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 such  Holder 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 Holder(s) of
a majority in amount of the outstanding  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 the  Holder(s)  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.



<PAGE>



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

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

          7(g) 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(h) 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 35203         By:  /s/ Thomas H. Lowder
                                           -----------------------
                                           Thomas H. Lowder
                                  Its:     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 Trust
                                 Its:     General Partner

                                 By:  /s/ Thomas H. Lowder
                                          -----------------------
                                          Thomas H. Lowder
                                 Its:     Chairman of the Board, President
                                          and Chief Executive Officer


729 30th Street South                     MJE, L.L.C.
Birmingham, Alabama  35233
                                 By: /s/  M.Miller Gorrie
                                          ----------------------
                                          M. Miller Gorrie
                                 Its:     Managing Member