Exhibit 10.2.9


REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

         THIS REGISTRATION  RIGHTS AND LOCK-UP  AGREEMENT (this  "Agreement") is
made and  entered  into as of July 1,  1998,  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 William M. Johnson  Investments I, LLLP,  William M. Johnson
Investments II, LLLP, and William M. Johnson (the "Holders").

         WHEREAS,  on the date hereof the  Operating  Partnership  is  acquiring
certain real property known as "Mansell Overlook 200" pursuant to a Contribution
and  Merger  Agreement  dated  as of July  31,  1997,  by and  between  Colonial
Properties  Holding Company,  Inc. ("CPHC"),  and the Operating  Partnership and
Mansell  Overlook 200, LLC,  William M. Johnson and Phyllis  Johnson and certain
real property known as "The Shoppes at Mansell"  pursuant to a Contribution  and
Merger  Agreement  dated  as of July  31,  1997,  by and  between  CPHC  and the
Operating  Partnership and the Shoppes at Mansell,  L.P., William M. Johnson and
Phyllis Johnson  (together,  the  "Contribution  Agreements")  and in connection
therewith the Holders will receive Class B Units of limited partnership interest
in the  Operating  Partnership  (such  Class B Units  and the  Class A Units  of
limited  partnership  interest  into which such Class B Units will be  converted
being referred to hereinafter as the "Units");

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

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

         NOW, THEREFORE,  the parties hereto, in consideration of the foregoing,
the mutual  covenants and agreements  hereinafter set forth,  and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  hereby  are
acknowledged, hereby agree as follows:
         1.       Definitions.
         As used in this  Agreement,  the  following  capitalized  defined terms
         shall have the following meanings:

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

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


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


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


"Holders" shall  have the  meaning  set  forth in the  Preamble  and also  shall
          include the Holders' 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 which have been disposed of under such Registration
Statement and (ii) Shares sold pursuant to Rule 144 under the  Securities Act or
Shares which, when combined with all other Shares then owned by the Holders, are
eligible for sale  pursuant to Rule 144 in a single  transaction  in  accordance
with the volume  limitations  contained  in Rule 144(e) (or any  successor  rule
under the Securities Act).

"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 Holders,  and transfer taxes, if any, relating to the sale or disposition of
Registrable  Securities  by the  Holders,  all of  which  shall  be borne by the
Holders in all cases.

"Registration Notice" shall have the meaning set forth in Section 4(b) hereof.

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

"SEC" shall mean the Securities and Exchange Commission.

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

 "Shares"shall mean any Common Shares issued or to be issued to the Holders upon
         redemption  of  their  Units.   "Shelf   Registration"   shall  mean  a
         registration required to be effected pursuant to Section 3 hereof.

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

2.       Lock-up Agreement.

                  2(a) Each Holder  hereby  agrees that,  except as set forth in
Sections  2(b) and 2(c)  below,  for a period of three  years from July 31, 1997
(the "Lock-up  Period"),  without the prior written  consent of the Company,  it
will not 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");  provided, however, that if William M. Johnson ceases
to be a Trustee of the Company at any time prior to July 31,  2000,  the Lock-up
Period shall expire on the later of (i) July 31, 1998,  or (ii) the date William
M. Johnson ceases to be a Trustee.

     2(b) The  following  transfers of Units shall not be subject to the Lock-up
set forth in Section 2(a):  (i) a Holder may Dispose of Units as a gift or other
transfer  without  consideration;  (ii) a Holder  who is a  natural  person  may
Dispose  of Units to his or her  spouse,  siblings,  parents  or any  natural or
adopted  children or other  descendants  or to any personal  trust in which such
family members or such Holder retains the entire  beneficial  interest;  (iii) a
Holder may Dispose of Units to one or more  corporations,  partnerships or other
business   entities   that  are  wholly  owned  and   controlled,   legally  and
beneficially,  by such  Holder  or by a  Person  or  Persons  that  directly  or
indirectly  wholly  own  and  control  such  Holder;  (iv) a  Holder  that  is a
corporation,  partnership or other business entity (other than a Holder in which
any Person  other  than  William M.  Johnson or Phyllis  Johnson  owns an equity
interest)  may  Dispose of Units by  distributing  such Units in a  liquidation,
winding up or  otherwise  without  consideration  to the  equity  owners of such
corporation,  partnership  or  business  entity  or to  any  other  corporation,
partnership or business  entity that is wholly owned by such equity owners;  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.

2(c) William M. Johnson may Dispose of Units for the purpose of exercising  such
rights as are accorded to him under Section 8.12(b) of each of the  Contribution
Agreements. 3. Shelf Registration Under the Securities Act.

3(a) Filing of Shelf Registration  Statement.  

     At any time  beginning on the sixtieth day prior to the  expiration  of the
Lock-up Period (or after the expiration of the Lock-up Period),  any Holder,  or
one or more Holders, may deliver to the Company a written notice requesting that
the Company cause to be filed with the SEC a Registration  Statement registering
the  resale by such  Holders of a  specified  number of  Registrable  Securities
(which  number  shall not be less than  50,000  minus the  number of any  Common
Shares that William M. Johnson and/or Phyllis Johnson  simultaneously request by
written  notice to be  registered  for resale  pursuant  to Section  3(a) of the
Registration  Rights and Lock-Up  Agreement  dated as of July 31,  1997,  by and
among the Company, the Operating  Partnership and William M. Johnson and Phyllis
Johnson) held by or issuable to such Holder(s). Within 60 days of its receipt of
such a  notice  the  Company  shall  cause  to be  filed  with  the  SEC a Shelf
Registration  Statement  providing  for  the  resale  by such  Holder(s)  of the
Registrable  Securities  specified in the notice (and, if the Company so elects,
any other  securities  of the Company  held by the Holders or any other  Person,
including any other Registrable  Securities held by the requesting  Holder(s) or
other  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 thereafter. The Company also may, at any time and
without  receipt  of a  notice  or  request  from  any  Holder(s),  file a Shelf
Registration  Statement registering the resale of all Registrable Securities not
previously covered by a Shelf Registration  Statement,  which Shelf Registration
Statement  also may register for sale Common Shares held by any other Person and
which  shall  satisfy  the  Company's  obligation  to file a Shelf  Registration
Statement  under this Section  3(a).  The Company  agrees to use its  reasonable
efforts to keep any Shelf Registration  Statement filed pursuant to this Section
3(a)  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 in a single  transaction in accordance with the volume
limitations contained in Rule 144(e) (or any successor rule under the Securities
Act) 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  Holders
covered thereby not being able to sell such Registrable  Securities  during that
period,  unless such action is required under  applicable law or the Company has
filed a post-effective  amendment to the Registration  Statement and the SEC has
not declared it effective.  Notwithstanding the foregoing, the Company shall not
be required to file a Registration Statement or to keep a Registration Statement
effective if the  negotiation or  consummation of a transaction is pending or an
event has  occurred,  which  negotiation,  consummation  or event would  require
additional  disclosure by the Company in the Registration  Statement of material
information  which the  Company  has a bona fide  business  purpose  for keeping
confidential and the nondisclosure of which in the Registration  Statement might
cause the  Registration  Statement to fail to comply with applicable  disclosure
requirements,  and the Company so advises the  affected  Holder(s)  in a writing
signed by the chief executive officer or chief financial 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 any  Shelf  Registration  Statement  shall  not be
entitled  to have such  Holder's  Registrable  Securities  included in the Shelf
Registration  Statement.  3(d)  Repurchase  Option.  If a Holder  redeems  Units
pursuant to the Amended and  Restated  Agreement of Limited  Partnership  of the
Operating  Partnership  prior  to such  Holder's  request  for or the  Company's
voluntary  filing of a Shelf  Registration  Statement  pursuant to Section  3(a)
covering the Shares issuable upon such redemption, the Company may, in the event
that such  Holder  subsequently  delivers  to the  Company a notice  pursuant to
Section 3(a) requesting  registration of the resale of any such Shares, elect to
repurchase  such  Shares  for  cash  in  lieu of  filing  a  Shelf  Registration
Statement. The Company shall make any such election by delivering written notice
to the Holder within 30 days after  receipt of such  request.  If the Company so
elects,  the  purchase  price  per  Share so  repurchased  shall be 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 request (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 (a  "Registration  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
Registration  Notice.  Once a Holder has delivered a Registration  Notice to the
Company,  such Holder shall promptly  provide to the Company such information as
the Company reasonably  requests in order to identify such Holder and the method
of distribution in a 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;

     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;

     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 the Holders of
Registrable Securities that have provided a Registration Notice to the Company;

     4(l) use its reasonable efforts to cause all Registrable Securities 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  Holders  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,  (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) of this  paragraph,  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) of this  paragraph
and (iv) such Holder will  deliver or cause  delivery of the  Prospectus  to any
purchaser  of  Registrable  Securities  from  such  Holder  in  accordance  with
applicable  requirements  of the  Securities  Act and the rules and  regulations
thereunder.

5.  Indemnification;  Contribution.  

     5(a)  Indemnification  by the Company.  The Company agrees to indemnify and
hold harmless each Holder, the beneficial owners, officers and directors of each
Holder,  if any,  each  underwriter  (as  defined  in the  Securities  Act)  who
participates in the offering of such Registrable Securities, and each person, if
any, who controls such Holder or participating  person within the meaning of the
Securities  Act, as follows:  (i)  against any and all loss,  liability,  claim,
damage and expense whatsoever, as incurred,  arising out of any untrue statement
or alleged  untrue  statement of a material fact  contained in any  Registration
Statement (or any amendment  thereto) pursuant to which  Registrable  Securities
were registered under the Securities Act,  including all documents  incorporated
therein by  reference,  or the  omission  or  alleged  omission  therefrom  of a
material fact required to be stated  therein or necessary to make the statements
therein not misleading or arising out of any untrue  statement or alleged untrue
statement of a material fact  contained in any  Prospectus  (or any amendment or
supplement thereto),  including all documents incorporated therein by reference,
or the omission or alleged  omission  therefrom of a material fact  necessary in
order to make the statements  therein,  in the light of the circumstances  under
which they were made, not misleading;  (ii) against any and all loss, liability,
claim,  damage  and  expense  whatsoever,  as  incurred,  to the  extent  of the
aggregate  amount paid in  settlement of any  litigation,  or  investigation  or
proceeding by any governmental  agency or body,  commenced or threatened,  or of
any claim whatsoever  based upon any such untrue  statement or omission,  or any
such alleged untrue  statement or omission,  if such settlement is effected with
the  written  consent of the  Company;  and (iii)  against  any and all  expense
whatsoever,   as  incurred  (including  reasonable  fees  and  disbursements  of
counsel),  reasonably incurred in investigating,  preparing or defending against
any litigation,  or investigation  or proceeding by any  governmental  agency or
body, commenced or threatened, in each case whether or not a party, or any claim
whatsoever based upon any such untrue statement or omission, or any such alleged
untrue  statement or  omission,  to the extent that any such expense is not paid
under  subparagraph  (i) or (ii) above;  provided,  however,  that the indemnity
provided pursuant to this Section 5(a) does not apply to any Holder with respect
to any loss,  liability,  claim,  damage or expense to the extent arising out of
(x) any untrue  statement  or omission or alleged  untrue  statement or omission
made in reliance upon and in conformity  with written  information  furnished to
the Company by such Holder expressly for use in a Registration Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto) or
(y) such Holder's  failure to deliver an amended or  supplemental  Prospectus if
such loss,  liability,  claim,  damage or expense would not have arisen had such
delivery occurred.

     5(b) Indemnification by Holders. Each Holder severally, not jointly, 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).


     5(c) Conduct of Indemnification  Proceedings.  Each indemnified party shall
give  reasonably  prompt  notice  to each  indemnifying  party of any  action or
proceeding  commenced  against it in respect  of which  indemnity  may be sought
hereunder,  but failure to so notify an indemnifying party (i) shall not relieve
it from any liability which it may have under the indemnity  agreement  provided
in Section  5(a) or 5(b)  above,  unless and to the extent it did not  otherwise
learn of such action and the lack of notice by the indemnified  party results in
the forfeiture by the indemnifying  party of substantial rights and defenses and
(ii)  shall  not,  in  any  event,  relieve  the  indemnifying  party  from  any
obligations to any indemnified party other than the  indemnification  obligation
provided under Section 5(a) or 5(b) above. If the  indemnifying  party so elects
within a reasonable time after receipt of such notice,  the  indemnifying  party
may assume the defense of such action or proceeding at such indemnifying party's
own expense with counsel  chosen by the  indemnifying  party and approved by the
indemnified parties defendant in such action or proceeding, which approval shall
not be unreasonably withheld; provided, however, that, if such indemnified party
or parties  reasonably  determine that a conflict of interest exists where it is
advisable for such  indemnified  party or parties to be  represented by separate
counsel or that, upon advice of counsel,  there may be legal defenses  available
to them  which are  different  from or in  addition  to those  available  to the
indemnifying  party, then the indemnifying party shall not be entitled to assume
such  defense  and the  indemnified  party or parties  shall be  entitled to one
separate  counsel  at  the  indemnifying  party's  or  parties'  expense.  If an
indemnifying  party is not  entitled  to assume the  defense  of such  action or
proceeding  as  a  result  of  the  proviso  to  the  preceding  sentence,  such
indemnifying  party's  counsel  shall be entitled to conduct  such  indemnifying
party's  defense  and  counsel  for the  indemnified  party or parties  shall be
entitled to conduct the defense of such indemnified  party or parties,  it being
understood  that both such counsel will cooperate with each other to conduct the
defense  of  such  action  or  proceeding  as  efficiently  as  possible.  If an
indemnifying  party is not so  entitled  to assume the defense of such action or
does not assume such defense,  after having  received the notice  referred to in
the first sentence of this paragraph, the indemnifying party or parties will pay
the  reasonable  fees and  expenses  of  counsel  for the  indemnified  party or
parties.  In such event,  however,  no indemnifying party will be liable for any
settlement  effected without the written consent of such indemnifying  party. If
an indemnifying  party is entitled to assume,  and assumes,  the defense of such
action or proceeding in accordance with this paragraph,  such indemnifying party
shall not be liable for any fees and  expenses  of counsel  for the  indemnified
parties incurred thereafter in connection with such action or proceeding.

5(d)Contribution.  

     In order to provide for just and equitable contribution in circumstances in
which the indemnity  agreement  provided for in this Section 5 is for any reason
held to be unenforceable  although  applicable in accordance with its terms, the
Company  and the selling  Holders  shall  contribute  to the  aggregate  losses,
liabilities,  claims,  damages and expenses of the nature  contemplated  by such
indemnity agreement incurred by the Company and such Holders, 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  Holders  are
severally,  not jointly,  responsible  for the balance),  in connection with the
statements  or  omissions  which  resulted  in  such  losses,  claims,  damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of the  indemnifying  party and indemnified  parties shall be
determined by reference to, among other things,  whether the action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged  omission to state a material  fact,  has been made by, or relates to
information supplied by, such indemnifying party or the indemnified parties, and
the parties' relative intent,  knowledge,  access to information and opportunity
to correct or prevent such action. The parties hereto agree that it would not be
just or equitable if contribution  pursuant to this Section 5(d) were determined
by pro rata allocation or by any other method of allocation  which does not take
account of the equitable considerations referred to in the immediately preceding
paragraph.  Notwithstanding  the  provisions  of this Section  5(d),  no selling
Holder  shall be  required to  contribute  any amount in excess of the amount by
which the total price at which the  Registrable  Securities  of such 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.

     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 Holders 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 courier guaranteeing overnight delivery.


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

                  7(d)  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.

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


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

2101 6th Avenue North,                                   COLONIAL REALTY LIMITED
Suite 750                                                            PARTNERSHIP
Birmingham, Alabama 35202
                                                    By:      COLONIAL PROPERTIES
                                      HOLDING COMPANY, INC.,     General Partner


                                                        By: /s/ Thomas H. Lowder
                                                                Thomas H. Lowder
                                                                       President

2010 Brassfield Way                                           WILLIAM M. JOHNSON
Roswell, GA 30075                                            INVESTMENTS I, LLLP


                                                       By:/s/ William M. Johnson
                                                       Name:
                                                                          Title:

2010 Brassfield Way                                           WILLIAM M. JOHNSON
Roswell, GA 30075                                           INVESTMENTS II, LLLP


                                                       By:/s/ William M. Johnson
                                                       Name:
                                                                          Title:

2010 Brassfield Way
Roswell, GA 30075
                                                          /s/ William M. Johnson
                                                              William M. Johnson

REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Dated as of July 1, 1998
by and among
COLONIAL PROPERTIES TRUST,
COLONIAL REALTY LIMITED PARTNERSHIP
and
WILLIAM M. JOHNSON INVESTMENTS I, LLLP,
WILLIAM M. JOHNSON INVESTMENTS II, LLLP
and
WILLIAM M. JOHNSON

THESE  SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE
SECTION  10-5-9 OF THE 'GEORGIA  SECURITIES ACT OF 1973,' AND MAY NOT BE SOLD OR
TRANSFERRED  EXCEPT IN A TRANSACTION  WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.