Exhibit 10.2.10


REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

         THIS REGISTRATION  RIGHTS AND LOCK-UP  AGREEMENT (this  "Agreement") is
made and  entered  into as of July 31,  1997 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 and Phyllis Johnson (the "Holders").

         WHEREAS,  on the date hereof the  Operating  Partnership  is  acquiring
certain  real  property in and around  Mansell 400 Business  Center,  located in
North  Fulton  County,  Georgia,  and certain  personal  property in  connection
therewith pursuant to the Contribution and Merger Agreement dated as of July 31,
1997, by and between the Operating Partnership and Mansell 400 Associates, L.P.;
the  Contribution and Merger Agreement dated as of July 31, 1997, by and between
the Operating Partnership and Mansell Overlook 100, LLC; and the limited warrant
deed conveying  Mansell Court East to the Operating  Partnership  (collectively,
the "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 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  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' successorsand 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 three years  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");  provided,  however, that if William M. Johnson
has not been  elected  to the  Board of  Trustees  of the  Company  prior to the
adjournment  of the next  regularly  scheduled  meeting of the Board of Trustees
following  the date  hereof or ceases to be a Trustee of the Company at any time
after his  election  and prior to the date  which is three  years  from the date
hereof,  the Lock-up  Period  shall expire on the later to occur of (i) the date
that is one year from the date hereof 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 the
Contribution and Merger Agreement between the Operating  Partnership and Mansell
Overlook 200, LLC.

         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,
if the Lock-up Period is less than three years, at any time 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) 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
Address:

                  /s/ William M. Johnson
                           William M. Johnson

                  /s/ Phyllis Johnson
                           Phyllis Johnson

REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Dated as of July 31, 1997
by and among
COLONIAL PROPERTIES TRUST,
COLONIAL REALTY LIMITED PARTNERSHIP
and
WILLIAM M. JOHNSON AND PHYLLIS 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.