Exhibit 10.2.8

                          REGISTRATION RIGHTS AGREEMENT

                  THIS  REGISTRATION  RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of February 23, 1999, between COLONIAL  PROPERTIES TRUST, an
Alabama  real  estate   investment  trust  (the   "Company"),   BELCREST  REALTY
CORPORATION,   a  Delaware  corporation  ("Belcrest")  and  BELAIR  REAL  ESTATE
CORPORATION,   a  Delaware  corporation  ("Belair";   Belcrest  and  Belair  are
collectively referred to herein as the "Contributors").

                  This Agreement is made in connection  with the private sale of
8.875% Series B Cumulative  Redeemable  Perpetual Preferred Units (the "Series B
Preferred   Units")  of   partnership   interest  in  COLONIAL   REALTY  LIMITED
PARTNERSHIP,  a  Delaware  limited  partnership  (the  "Operating  Partnership")
pursuant to (i) that certain  Contribution  Agreement,  dated as of February 23,
1999, between Belcrest, the Company and the Operating Partnership,  in which the
Company  holds the sole  general  partnership  interest,  and (ii) that  certain
Contribution  Agreement,  dated as of February 23,  1999,  between  Belair,  the
Company and the Operating Partnership. The foregoing contribution agreements are
collectively  referred to herein as the "Contribution  Agreements." The Series B
Preferred  Units may be  exchanged  for  shares of  8.875%  Series B  Cumulative
Redeemable  Perpetual  Preferred  Shares of Beneficial  Interest (the "Preferred
Shares"), par value $.01 per share, of the Company, pursuant to the terms of the
Series B Preferred Units (any such exchange,  an "Exchange").  To induce each of
the  Contributors  to enter into the  Contribution  Agreements,  the Company has
agreed to register for sale by the  Contributors and the Holders the Registrable
Securities and to provide the Contributors with certain  registration rights set
forth  herein.  The  execution  of this  Agreement is a condition to the closing
under each of the Contribution Agreements.

                  In consideration of the foregoing, the parties hereto agree as
follows:

                  1.       Definitions.

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

                  "Affiliate"  shall mean, when used with respect to a specified
Person,  another  Person  that  directly,  or  indirectly  through  one or  more
intermediaries, controls or is controlled by or is under common control with the
Person specified.

                  "Belair" shall have the meaning set forth in the preamble.

                  "Belcrest" shall have the meaning set forth in the preamble.

                  "Closing Date" shall mean the date of closing of the Company's
sale of Series B Preferred Units to the Contributors.

                  "Company" shall have the meaning set forth in the preamble and
shall also include the Company's  successors or other parties who succeed to the
Company's obligations hereunder.

                  "Contribution Agreements" shall have the meaning set forth in
the preamble.

                  "Contributors"  shall  have  the  meaning  sets  forth  in the
preamble and shall include their successors and permitted assigns.

                  "Exchange" shall have the meaning set forth in the preamble.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended,  and any successor statute thereto, and the rules and regulations of
the SEC thereunder, all as the same shall be in effect at the relevant time.

                  "Holder" shall mean (i) either of the Contributors or (ii) any
Person holding Registrable Securities as a result of a transfer or assignment of
Registrable  Securities  to that  Person  other than  pursuant  to an  effective
registration  statement or Rule 144 under the Securities Act, in each case where
securities  sold in such  transaction  may be  resold  in a public  distribution
without  subsequent  registration  under the  Securities  Act,  and together the
entities described in clauses (i) and (ii) hereof shall be "Holders".

                  "Indemnified Party" shall have the meaning set forth in 
Section 7(c) hereof.

                  "Indemnifying  Parance,  if the Company so desires;  and (vii)
fees and expenses of other Persons  reasonably  necessary in connection with the
Registration retained by the Company,  including any experts,  transfer agent or
registrar.

                  "Registration Request" shall have the meaning set forth in 
Section 2(b) hereof.

                  "Registration  Statement" shall mean a registration  statement
of the Company and any other person  required to be a registrant with respect to
such registration  statement pursuant to the requirements of the Securities Act,
which covers the resale of all 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 material incorporated
by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission or 
any successor federal agency.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended, and any successor statute thereto, and the rules and regulations of the
SEC thereunder, all as the same shall be in effect at the relevant time.

                  "Series B Preferred Units" shall have the meaning therefor set
forth in the preamble hereof.

                  "Underwriter"  means a  securities  dealer who  purchases  any
Registrable   Securities   as  principal  and  not  as  part  of  such  dealer's
market-making activities.

                  "Underwritten Offering" shall mean a sale of securities of the
Company to an underwriter or underwriters for reoffering to the public.

                  2.       Registration Under the Securities Act.

     (a) Demand Registration. Upon receipt of a written request (a "Registration
Request"), which shall include a description of such Holders' proposed method of
distribution  (which  method may also  include  an  Underwritten  Offering  by a
nationally  recognized  Underwriter  selected  by  the  Company  and  reasonably
acceptable  to  the  Registering   Holders)  from  Holders  holding  Registrable
Securities  having an aggregate  expected offering price of at least $15,000,000
(or all  remaining  Registrable  Securities  if all such  remaining  Registrable
Securities  shall  have an  aggregate  expected  offering  price  of  less  than
$15,000,000),  the Company  shall (i) promptly  give notice of the  Registration
Request to all  non-requesting  Holders and (ii)  prepare and file with the SEC,
within  sixty  (60)  days  after  receipt  of  such  Registration   Request,   a
Registration  Statement for the sale of all  Registrable  Securities held by the
requesting  Holders  and any other  Holder  who makes a written  request  of the
Company to have her or his Registrable  Securities included in such Registration
Statement, which written request must be received by the Company within ten (10)
days after such Holder receives the  Registration  Request (all of such Holders,
collectively,  the "Registering Holders"). Upon receipt of such written request,
the Company shall use its best efforts to cause such  Registration  Statement to
be declared  effective  within one hundred  twenty (120) days after receipt of a
Registration  Request.  The  Company  shall  keep  such  Registration  Statement
continuously  effective until the date on which all Registrable  Securities have
been sold  pursuant to such  Registration  Statement  or are eligible for resale
under Rule 144 without regard to holding periods or volume limitations.

              (b) Expenses.  The Company shall pay all Registration  Expenses in
connection with any registration  undertaken pursuant to Section 2(a) hereof. If
the Company at any time agrees (an "Other  Agreement")  to pay for or  reimburse
the legal fees and  expenses of any  holder(s) of any equity  securities  of the
Company incurred in connection with one or more registrations of such securities
pursuant to such Other Agreement (including,  without limitation,  in connection
with compliance with federal or state securities or blue sky laws), then (i) the
Company shall pay or reimburse to the  Contributors  their reasonable legal fees
and  expenses in  connection  with an equal number of  registrations  under this
Agreement,  up to the  amount  agreed to be paid or  reimbursed  by the  Company
pursuant to such Other  Agreement (it being agreed that,  if the Company  enters
into more than one Other Agreement,  the Contributors' rights under this Section
2(b)(i)  shall be determined  by reference to the Other  Agreement  that is most
favorable to the Contributors) and (ii) Registration Expenses shall include such
expenses.  The Holder shall pay all  underwriting  discounts and commissions and
transfer  taxes,  if any,  relating to the sale or  disposition of such Holder's
Registrable Securities pursuant to the Registration Statement.

                  3.       Hold-Back Agreement.

                  Each  Holder  of  Registrable  Securities  shall  agree not to
effect any public sale or  distribution of securities of the Company of the same
or similar  class or  classes of the  securities  included  in the  Registration
Statement or any securities  convertible into or exchangeable or exercisable for
such  securities,  including a sale  pursuant to Rule 144 or Rule 144A under the
Securities Act,  during such periods as reasonably  requested by the Underwriter
in an underwritten public offering by the Company; provided that no Holder shall
be so obligated under this Section 3 in the event that any such period requested
by the  Underwriter is longer than ninety (90) days and or occurs more than once
in any twelve (12) month period.

                  4.       Registration Procedures.

                  In connection with the obligations of the Company with respect
to a Registration  Statement  pursuant to Section 2(a) hereof, the Company shall
use all  commercially  reasonable  efforts to effect or cause to be effected the
registration  of the Registrable  Securities  under the Securities Act to permit
the sale of such  Registrable  Securities by the Holder in  accordance  with its
intended method or methods of distribution, and the Company shall:

     (a)  prepare  and file with the SEC, as  specified  in Section 2 hereof,  a
Registration Statement,  which Registration Statement 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,  and use its
best efforts to cause such Registration Statement to become effective and remain
effective in accordance with Section 2 hereof;

              (b) subject to Section 4(j) hereof,  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;  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; and
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 Holder thereof;

               (c)  furnish  to the  Holder of  Registrable  Securities  without
charge, as many copies of each Prospectus,  including each or summary prospectus
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  any  such  Prospectus,  including  each  preliminary
Prospectus,  by the Holder of Registrable Securities, if any, in connection with
the  offering  and  sale  of the  Registrable  Securities  covered  by any  such
Prospectus;

     (d) use its best efforts to register or qualify,  or obtain  exemption from
registration or  qualification  for, all 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 the
Holder of  Registrable  Securities  covered by a  Registration  Statement  shall
reasonably  request in writing,  keep each such registration or qualification or
exemption effective during the period such Registration Statement is required to
be  kept  effective  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;

                 (e) notify the Holder of Registrable  Securities  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,  and (iii) of the  happening of any event during the period a
Registration  Statement  is  effective  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  not  misleading,  and  (iv) of the
Company's  receipt of any notification of the suspension of the qualification of
any Registrable  Securities covered by a Registration  Statement for sale in any
jurisdiction; in the event the Company shall give notice as to the occurrence of
any event described Sections 4(e)(ii), 4(e)(iii) or 4(e)(iv) hereof, the Company
shall  extend  the period  during  which such  Registration  Statement  shall be
maintained  effective by the number of days during the period from and including
the date of the giving of such  notice to the date the Company  delivers  notice
that disposition may be made;

     (f) furnish to the Holder of Registrable  Securities  copies of any request
by the SEC or any state  securities  authority of amendments of supplements to a
Registration Statement and Prospectus or for additional information;

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

     (h)  provide  to the  Holders,  at no cost to such  Holders,  a copy of the
Registration  Statement  and any amendment  thereto with respect to  Registrable
Securities,   each  Prospectus  contained  in  such  Registration  Statement  or
post-effective  amendment and any amendment or supplement thereto and such other
documents  as such Holders may  reasonably  request in order to  facilitate  the
disposition  of  their  Registrable  Securities  covered  by  such  Registration
Statement;  the  Company  consents  to the use of each such  Prospectus  and any
supplement  thereto by such Holders in connection  with the offering and sale of
their  Registrable  Securities  covered by such  Registration  Statement  or any
amendment thereto;

              (i) upon the  occurrence  of any  event  contemplated  by  Section
4(e)(iii) hereof,  immediately notify all Holders of the Registrable  Securities
affected by such event of such event and  prepare and provide to such  Holders a
supplement  or  post-effective  amendment  to a  Registration  Statement  or the
related  Prospectus or any document  incorporated  therein by reference and file
any 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;

     (j) make available for inspection by  representatives  of the Holder of the
Registrable  Securities and any  Underwriters  participating  in any disposition
pursuant  to a  Registration  Statement  and any special  counsel or  accountant
retained by such  Holders or  Underwriters,  all  financial  and other  records,
pertinent  corporate  documents  and  properties  of the  Company  and cause the
respective  officers,  trustees  and  employees  of the  Company  to supply  all
information  reasonably  requested  by  any  such  representative,  Underwriter,
special  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,
Underwriters ' special  counsel or  accountants  are  confidential  shall not be
disclosed by the  representatives,  underwriters  special counsel or accountants
unless (i) the disclosure of such records, documents or information is necessary
to avoid or correct a 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;

     (k) use all commercially reasonable efforts (including, without limitation,
seeking to cure any  deficiencies  (within the Company's  control) cited by such
exchange or market in the Company's listing application) to list all Registrable
Securities  on The New York Stock  Exchange  (unless the Company  qualifies  and
chooses to list all Registrable Securities on the American Stock Exchange or The
NASDAQ National Market, in which event the Company shall use its best efforts to
list all  Registrable  Securities on the American  Stock  Exchange or The NASDAQ
National Market);

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

               (m)  comply  with  the  Securities  Act and the  Exchange  Act in
connection  with the offer  and sale of the  Registrable  Securities  to be sold
pursuant to a Registration Statement,  and shall use all commercially reasonable
efforts  to make  available  to its  security  holders,  as  soon as  reasonably
practicable,  an earnings  statement  covering at least twelve (12) months which
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder;

                (n) provide and cause to be maintained a transfer  agent for all
Registrable  Securities covered by such Registration  Statement from and after a
date not later than the effective date of such Registration Statement;

     (o) cooperate  with the Holders to facilitate  the timely  preparation  and
delivery of certificates  representing  their Registrable  Securities to be sold
pursuant to a Registration  Statement and not bearing any Securities Act legend;
and  enable  certificates  for such  Registrable  Securities  be issued for such
numbers of shares and  registered  in such names as such Holders may  reasonably
request at least two (2)  business  days prior to any sale of their  Registrable
Securities;

                (p) enter into customary  agreements  (including an underwriting
agreement or securities sales  agreement,  if any, in customary form) containing
such   representations  and  warranties  to  the  Holders  of  such  Registrable
Securities  and the  Underwriters,  if any, in form,  substance and scope as are
customarily made by issuers to underwriters in similar underwritten offerings as
may be  reasonably  requested  by  them  and  take  such  other  actions  as are
reasonably  required in order to expedite or facilitate the  disposition of such
Registrable Securities; and

               (q) furnish to each Registering  Holder and to each  Underwriter,
if  any,  a  signed  counterpart,   addressed  to  such  Registering  Holder  or
Underwriter,  of (i) an opinion or opinions of counsel to the Company and (ii) a
comfort  letter  or  comfort  letters  from  the  Company's  independent  public
accountants (to the extent permitted by the standards of the American  Institute
of  Certified  Public  Accountants),  each in customary  form and covering  such
matters of the type customarily  covered by opinions or comfort letters,  as the
case may be, as the Holders of a majority of the Registrable Securities included
in such offering or the managing Underwriter or Underwriters therefor reasonably
request.

                  The Company may require the 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.

                  The Holders  agree that,  upon  receipt of any notice from the
Company of the happening of any event of the kind described in Section 4(e)(iii)
hereof,  such Holder will  immediately  discontinue  disposition  of Registrable
Securities  pursuant to a Registration  Statement until such Holders' receipt of
the copies of the  supplemented  or amended  Prospectus,  if so  directed by the
Company,  such  Holders  will  deliver  to the  Company  (at the  expense of the
Company) all copies in its possession,  other than permanent file copies then in
such Holders' possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice.

                  5.       Black-Out Period.

     (a)  Following  the  effectiveness  of a  Registration  Statement  (and the
filings  with any state  securities  commissions),  the  Company  may direct the
Holder to  suspend  sales of the  Registrable  Securities  for such times as the
Company  reasonably  may  determine is necessary  and  advisable,  including the
following  events (each,  a "Suspension  Event"):  (i) an  underwritten  primary
offering by the Company  where the  Company is advised by the  underwriters  for
such offering that sale of Registrable  Shares under the Registration  Statement
would have a material  adverse effect on the primary  offering,  or (ii) pending
negotiations relating to, or consummation of, a transaction or the occurrence of
an event (x) that would require additional disclosure of material information by
the Company in the Registration Statement (or such filings), (y) as to which the
Company has a bona fide business purpose for preserving  confidentiality  or (z)
which renders the Company unable to comply with SEC  requirements,  in each case
under  circumstances  that would make it impractical or inadvisable to cause the
Registration  Statement  (or such  filings) to become  effective  or to promptly
amend or supplement the  Registration  Statement on a  post-effective  basis, as
applicable.

     (b) In the event of a  Suspension  Event,  the  Company  may give notice (a
"Suspension Notice") to the Holder to suspend sales of the Registrable Shares so
that the  Company  may  correct or update the  Registration  Statement  (or such
filings);  provided,  however,  that such suspension  shall continue only for so
long as the Suspension Event or its effect is continuing. The Holder agrees that
it will  not  effect  any  sales  of the  Registrable  Shares  pursuant  to such
Registration  Statement  (or such  filings) at any time after it has  received a
Suspension Notice from the Company.  If so directed by the Company,  Holder will
deliver to the Company all copies of the  Prospectus  covering  the  Registrable
Shares held by them at the time of receipt of the Suspension  Notice. The Holder
may  recommence  effecting  sales  of the  Registrable  Shares  pursuant  to the
Registration Statement (or such filings) following further notice to such effect
(an "End of Suspension Notice") from the Company, which End of Suspension Notice
shall  be  given  by  the  Company  promptly  following  the  conclusion  of any
Suspension Event and the  effectiveness of any required  amendment or supplement
to be the Registration Statement.

     (c)  Notwithstanding  the  provisions  of  Sections  5(a)  and  5(b) to the
contrary:  (i) no Holder shall be subject to the provisions of Sections 5(a) and
5(b)  hereof  for a period  of time in excess of sixty  (60)  days;  and (ii) no
Suspension  Notice may be given more than twice in any twelve (12) month period.
Moreover,  notwithstanding  Section  2(a)  hereof,  if the Company  shall give a
Suspension Notice pursuant to this Section 5, the Company agrees it shall extend
the period during which the Registration Statement shall be maintained effective
pursuant to this Agreement by the number of days during the period from the date
of the  giving  of the  Suspension  Notice  to and  including  the date when the
Holders  shall  have  received  the End of  Suspension  Notice and copies of the
supplemented or amended Prospectus necessary to resume sales.

                  6. Rule 144 and Rule 144A.

                  For so  long  as  the  Company  is  subject  to the  reporting
requirements of Section 13 or 15 of the Exchange Act, the Company covenants that
it will timely file the reports  required to be filed by it under the Securities
Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations
adopted by the SEC thereunder and, if at any time the Company is not required to
file such  reports,  it will,  upon the  request  of any  Holder of  Registrable
Securities,  make publicly  available other  information so long as necessary to
permit  sales  pursuant to Rule 144 under the  Securities  Act. The Company also
covenants  that  it will  provide  the  information  required  pursuant  to Rule
144A(d)(4)  under  the  Securities  Act  upon  the  request  of  any  Holder  of
Registrable  Securities  and it will take such  further  action as any Holder of
Registrable  Securities may reasonably request,  all to the extent required from
time to time, to enable such Holder to sell its Registrable  Securities  without
registration  under the  Securities  Act within the limitation of the exemptions
provided by (a) Rule 144 under the  Securities  Act, as such Rule may be amended
from time to time, (b) Rule 144A under the  Securities  Act, as such Rule may be
amended  from time to time,  or (c) any  similar  rule or  regulation  hereafter
adopted by the SEC.  Upon the request of any Holder of  Registrable  Securities,
the Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.

                  7.       Indemnification.

     (a) The Company will indemnify each Registering  Holder, each such Holder's
officers  and  directors,  and each person  controlling  such Holder  within the
meaning  of  Section 15 of the  Securities  Act,  against  all  claims,  losses,
damages, liabilities and expenses (including reasonable legal expenses), arising
out of or based on any untrue  statement  (or  alleged  untrue  statement)  of a
material fact contained in any registration  statement or prospectus relating to
such Holders' Registrable Securities, or any amendment or supplement thereto, or
based on any omission (or alleged  omission)  to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading;  provided, however, that the Company will not indemnify and will not
be liable to any Registered  Holder in any such case to the extent that any such
claim,  loss,  damage,  liability  or  expense  arises out of or is based on any
untrue  statement or omission or alleged untrue  statement or omission,  made in
conformity  with and in reliance  upon  information  furnished in writing to the
Company  by such  Holder or by an  underwriter  for  inclusion  therein  or such
Holder's failure to deliver any Prospectus or amendment or supplement thereto.

     (b)  Each  Registering  Holder  will  indemnify  the  Company,  each of its
trustees  and each of its officers who signs the  registration  statement,  each
underwriter,  if any, of the Company's  securities  covered by such registration
statement,  and each person who controls the Company or such underwriter  within
the meaning of Section 15 of the  Securities  Act,  against all claims,  losses,
damages, liabilities and expenses (including reasonable legal fees and expenses)
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any such registration  statement or prospectus,  or
any  amendment  or  supplement  thereto,  or based on any  omission  (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the  statements  therein not  misleading,  in each case to the
extent,  but only to the extent,  that such untrue  statement (or alleged untrue
statement)  or  omission  (or  alleged  omission)  is made in such  registration
statement or  prospectus,  in reliance upon and in conformity  with  information
furnished in writing to the Company by such Holder for inclusion therein.

     (c) Each  party  entitled  to  indemnification  under  this  Section 7 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought.  However,
the  failure  to  so  notify  the  Indemnifying  Party  shall  not  relieve  the
Indemnifying Party from any liability which it may have to the Indemnified Party
pursuant to the provisions of this Section 7, except to the extent of the actual
damages  suffered by such delay in notification.  The  Indemnifying  Party shall
assume the defense of such action.  including the  employment of counsel,  which
shall be chosen by the Indemnifying  Party and shall be reasonably  satisfactory
to the  Indemnified  Party,  and  payment of expenses  in  connection  with such
defense. The Indemnified Party shall have the right to employ its own counsel in
any such case,  but the legal fees and expenses of such counsel  shall be at the
expense of the Indemnified Party unless (i) the employment of such counsel shall
have been authorized in writing by the Indemnifying Party, (ii) the Indemnifying
Party shall not have  assumed the  defense of such  action  within a  reasonable
period of time,  or (iii)  the  Indemnified  Party  shall  have been  reasonably
advised by its counsel that there may be defenses  available to it or them which
are different from or additional to those  available to  Indemnifying  Party (in
which case the Indemnifying Party shall not have the right to direct the defense
of such action on behalf of the Indemnified  Party), in any of which events such
fees and expenses  shall be borne by the  Indemnifying  Party.  No  Indemnifying
Party in the  defense of any such claim or  litigation,  shall,  except with the
consent of each Indemnified Party, consent to the entry of any judgment or enter
into any settlement that does not include as an  unconditional  term thereof the
giving by the claimant or plaintiff to each such Indemnified  Party of a release
from all liability in respect to such claim or litigation.

     (d) If the indemnification provided for in this Section 7 is unavailable to
a party that would have been an  Indemnified  Party  under this  Section 7, then
each party that would have been an Indemnifying  Party hereunder  shall, in lieu
of indemnifying such Indemnified Party, contribute to the amount paid or payable
by  such  Indemnified  Party  as a  result  of  such  claims,  losses,  damages,
liabilities  and expenses in such  proportion as is  appropriate  to reflect the
relative fault of the  Indemnifying  Party on the one hand and such  Indemnified
Party on the other in connection  with the statement or omission  which resulted
in such claims, losses, damages,  liabilities and expenses, as well as any other
relevant  equitable  considerations.  The relative  fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged  omission to state a material fact
related to information  supplied by the  Indemnifying  Party or the  Indemnified
Party and the parties'  relative  intent,  knowledge,  access to information and
opportunity  to correct or prevent such  statement or omission.  The Company and
each  Registering  Holder  agree  that it  would  not be just and  equitable  if
contribution  pursuant to this Section 7 were  determined by pro rata allocation
or by any other method of allocation that fails to take account of the equitable
considerations referred to above in this Section 7(d).

     (e) 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.

     (f) In no event  shall any  Registering  Holder be liable  for any  claims,
losses, damages, liabilities or expenses pursuant to this Section 7 in excess of
the proceeds to such Holder for the sale of such Holder's Registrable Securities
pursuant to a Registration.

                  8.       Miscellaneous.

     (a) No  Inconsistent  Agreement.  The Company has not entered into nor will
the  Company on or after the date of this  Agreement  enter  into any  agreement
which is  inconsistent  with the rights  granted  to the  Holder of  Registrable
Securities in this Agreement or otherwise  conflicts with the provisions hereof.
The rights  granted to the  Holder do not in any way  conflict  with and are not
inconsistent with the rights granted to the holder of the Company's other issued
and outstanding securities under any such agreements.

     (b) 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 of
the Registrable Securities (including outstanding Series B Preferred Units).

     (c) 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 (i) if
to the  Contributors,  c/o Eaton Vance  Management,  One Federal  Plaza  Street,
Boston,  Massachusetts 02110,  Attention:  Alan Dynner,  telecopier number (617)
338-8054,  and thereafter at such other address or telecopier number,  notice of
which is given in accordance  with the  provisions of this Section 8(c),  with a
copy to Shearman & Sterling,  599 Lexington  Avenue,  New York,  New York 10022,
Attention: Peter H. Blessing, Esq., telecopier number (212) 848-7179, (ii) if to
an assignee or  transferee  of the  Contributors,  to such address or telecopier
number such  assignee or  transferee  shall have  provided to the  Company,  and
thereafter at such other address or telecopier number,  notice of which is given
in  accordance  with the  provisions  of this  Section  8(c) and (iii) if to the
Company,  at 2101 Sixth Avenue  North,  Suite 750,  Birmingham,  Alabama  35203,
Attention:  President,  telecopier number (205) 250-8890, and thereafter at such
other address or telecopier number,  notice of which is given in accordance with
the  provisions  of this Section 8(c),  with a copy to Hogan & Hartson,  L.L.P.,
Columbia Square, 555 13th Street, N.W., Washington,  D.C. 20004, Attention: Alan
Dye, Esq., telecopier number (202) 637-5910. All such notices and communications
shall be deemed  to have been duly  given:  at the time  delivered  by hand,  if
personally delivered;  five (5) business days after being deposited in the mail,
postage  prepaid,  if mailed;  when answered  back, if telexed;  when receipt is
acknowledged, if telecopied; and on the next business day if timely delivered to
an air courier guaranteeing overnight delivery.

     (d) Successors.  The rights and obligations of any Holder  hereunder may be
assigned to any other Holder.  This Agreement  shall inure to the benefit of and
be binding upon the successors and assigns of the Company and the Holder.

     (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.

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

     (g)  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ALABAMA, WITHOUT GIVING EFFECT
TO THE CONFLICTS OF LAW PROVISIONS THEREOF. EACH OF THE PARTIES HERETO AGREES TO
SUBMIT TO THE  JURISDICTION  OF THE COURTS OF THE STATE OF ALABAMA IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

     (h)  Severability.  In the  event  that  any one or more of the  provisions
contained  herein,  or the  application  thereof  in any  circumstance,  is held
invalid, illegal or unenforceable,  the validity, legality and enforceability of
any such  provision  in every  other  respect  and of the  remaining  provisions
contained herein shall not be affected or impaired thereby.

     (i) 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 complete  specific  performance  of the  obligations of any other party under
this Agreement to accordance  with the terms and conditions of this Agreement in
any court of the United States or any State thereof having jurisdiction.

     (j) 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 the subject
matter  hereof.  (k)  Attorneys'  Fees.  If the Company or any Holder  brings an
action to enforce its rights under this Agreement,  the prevailing  party in the
action shall be entitled to recover its costs and  expenses,  including  without
limitation, reasonable attorneys' fees, incurred in connection with such action,
including any appeal of such action.

     (1) Authority;  Binding Effect.  Each party hereto  represents and warrants
that it has the fall legal right, power and authority to execute this Agreement,
that this Agreement has been duly  authorized,  executed and delivered on behalf
of such  party and  constitutes  a valid and  binding  agreement  of such  party
enforceable in accordance with its terms.

               IN WITNESS  WHEREOF,  the parties have executed this Agreement as
of the date first written above.

                            COLONIAL PROPERTIES TRUST


         By:
                  Name:
                  Title:



BELCREST REALTY CORPORATION


         By:
                  Name:
                  Title:


BELAIR REAL ESTATE CORPORATION


         By:
                  Name:
                  Title: