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                                                                   EXHIBIT 10.18

                            COLONIAL PROPERTIES TRUST

                          SECOND AMENDED AND RESTATED
                 EMPLOYEE SHARE OPTION AND RESTRICTED SHARE PLAN

                  This Colonial Properties Trust Second Amended and Restated
Employee Share Option and Restricted Share Plan (the "Plan") amends and restates
in its entirety the Colonial Properties Trust Employee Share Option and
Restricted Share Plan, which was duly adopted by the Board of Trustees of
Colonial Properties Trust (the "Company") and approved by the shareholders of
the Company, on September 28, 1993. Set forth herein are all of the terms of the
three plans comprising the Plan, one for the benefit of the employees of the
Company (the "Company Plan"), one for the benefit of employees of Colonial
Realty Limited Partnership (the "Operating Partnership") its general partner and
any Affiliate of the Operating Partnership (the "Operating Partnership Plan")
and one for the benefit of employees of Colonial Properties Services, Inc. (the
"Management Company") and any Affiliate of the Management Company (the
"Management Company Plan").

1. PURPOSE

                  The Plan is intended to advance the interests of the Company,
the Operating Partnership and the Management Company by providing eligible
individuals (as designated pursuant to Section 5 below) with an opportunity to
acquire or increase a proprietary interest in the Company by granting them
options, bonuses and restricted shares in accordance with the terms stated
herein, which thereby will create a stronger incentive to expend maximum effort
for the growth and success of the Company, the Operating Partnership and the
Management Company, and encourage such eligible individuals to continue to serve
the Company, the Operating Partnership or the Management Company. Each share
option granted under the Plan is intended to be an "incentive stock option"
except (i) to the extent that any such Option would exceed the limitations set
forth in Section 9 below, (ii) for Options granted to an employee other than an
employee of the Company or any Subsidiary of the Company and (iii) for Options
specifically designated at the time of grant as not being "incentive stock
options".

2. DEFINITIONS

                  For purposes of interpreting the Plan and related documents
(including Share Option Agreements and Restricted Share Agreements), the
following definitions shall apply:

                  "Affiliate" means with respect to an entity, any company or
other trade or business that is controlled by or under common control with such
entity (determined in accordance with the principles of Section 414(b) and
414(c) of the Code and the regulations thereunder) or is an affiliate of such
entity within the meaning of Rule 405 of Regulation C under the 1933 Act.

                  "Agreement" means a written agreement that sets out the terms
and conditions of the grant of an Incentive Award.

                  "Applicable Committee" means, with respect to the Company Plan
and the Operating Partnership Plan, the Company Committee, and, with respect to
the Management Company Plan, the Management Company Committee.

                  "Board of Directors" means the Board of Directors of Colonial
Properties Services, Inc.

                  "Board of Trustees" means the Board of Trustees of the
Company.

                  "Bonus Shares" means Shares awarded to eligible individuals
pursuant to Section 15 of the Plan.

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                  "Code" means the Internal Revenue Code of 1986, as now in
effect or as hereafter amended.

                  "Company" means Colonial Properties Trust.

                  "Company Committee" means the Executive Compensation Committee
of the Board of Trustees, which must consist of no fewer than two members of
such board and shall be appointed by such board, or such other committee as the
Board of Trustees or the Plan shall designate.

                  "Company Plan" means the Plan as administered pursuant to
Section 3.1 hereof for the benefit of employees of the Company.

                  "Effective Date" means September 28, 1993.

                  "Employer" means the Company, the Operating Partnership or its
general partner, the Management Company, or any Affiliate of the Management
Company, in their capacity as Employers of persons eligible to be designated
recipients of Incentive Awards.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
now in effect or as hereafter amended.

                  "Exercise Price" means the Option Price multiplied by the
number of Shares purchased pursuant to the exercise of an Option.

                  "Expiration Date" means the tenth (10th) anniversary of the
Grant Date, or, if earlier, the termination of the Option pursuant to Section
20.3 hereof.

                  "Fair Market Value" means the value of each Share subject to
the Plan determined as follows: if on the Grant Date or other determination date
the Shares are listed on an established national or regional stock exchange, are
admitted to quotation on the National Association of Securities Dealers
Automated Quotation System, or are publicly traded on an established securities
market, the Fair Market Value of the Shares shall be the closing price of the
Shares on such exchange or in such market (the highest such closing price if
there is more than one such exchange or market) on the trading day immediately
preceding the Grant Date or such other determination date (or if there is no
such reported closing price, the Fair Market Value shall be the mean between the
highest bid and lowest asked prices or between the high and low sale prices on
such trading day) or, if no sale of the Shares is reported for such trading day,
on the next preceding day on which any sale shall have been reported. If the
Shares are not listed on such an exchange, quoted on such System or traded on
such a market, Fair Market Value shall be determined by the Board of Trustees in
good faith.

                  "General Partner" means Colonial Properties Holding Company,
the general partner of Colonial Realty Limited Partnership.

                  "Grant Date" means, as determined by the Applicable Committee,
(i) the date as of which the Applicable Committee approves the grant, (ii) the
date as of which the Optionee or Holder and the Employer enter into the
relationship resulting in the Optionee or Holder being eligible for grants, or
(iii) such other date as the Applicable Committee shall determine.

                  "Grantee" means a person who is awarded Bonus Shares under the
Plan.

                  "Granting Employer" means the Company, the Operating
Partnership or the Management Company, each with respect to Incentive Awards
made pursuant to the Company Plan, the Operating Partnership Plan and the
Management Company Plan, respectively, unless the Applicable Committee as to any
grant designates another Employer as the Granting Employer.

                  "Holder" means a person who holds Restricted Shares under the
Plan.

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                  "Immediate Family Members" means the spouse, ex-spouse,
children, step-children or grandchildren of the Optionee.

                  "Incentive Award" means an award of an Option, Bonus Shares or
Restricted Shares under the Plan.

                  "Incentive Share Option" means an "incentive stock option"
within the meaning of Section 422 of the Code.

                  "Limited Partnership Agreement" means the agreement of limited
partnership of Colonial Realty Limited Partnership, as now in effect or as
hereafter amended.

                  "Management Company" means Colonial Properties Services, Inc.

                  "Management Company Committee" means the Board of Directors of
the Management Company or any committee thereof appointed by such board or
designated in the Plan to administer the Management Company Plan.

                  "Management Company Plan" means the Plan as administered
pursuant to Section 3.3 hereof for the benefit of the employees of the
Management Company or its Affiliates.

                  "Operating Partnership" means Colonial Realty Limited
Partnership.

                  "Operating Partnership Plan" means the Plan as administered
pursuant to Section 3.2 hereof for the benefit of the employees of the Operating
Partnership, its general partner and its Affiliates.

                  "Option" means an option to purchase one or more Shares
pursuant to the Plan.

                  "Option Agreement" means the written agreement evidencing the
grant of an Option hereunder.

                  "Optionee" means a person who holds an Option under the Plan.

                  "Option Period" means the period during which Options may be
exercised as defined in Section 12.

                  "Option Price" means the purchase price for each Share subject
to an Option.

                  "Partnership Agreement" means the Second Amended and Restated
Agreement of Limited Partnership of Colonial Realty Limited Partnership, as
amended.

                  "Plan" means this Second Amended and Restated Employee Share
Option and Restricted Share Plan (which encompasses the Company Plan, the
Operating Partnership Plan and the Management Company Plan), as the same may be
hereafter amended from time to time.

                  "Reporting Person" means a person who is required to file
reports under Section 16(a) of the Exchange Act with respect to the Company or
the Operating Partnership.

                  "Restricted Shares" means Shares which are subject to a risk
of forfeiture pursuant to the Plan.

                  "Restricted Share Agreement" means the written agreement
evidencing the grant of Restricted Shares hereunder.

                  "Restricted Share Award" means an award of restricted Shares
granted pursuant to Section 13 of this Plan.

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                  "1933 Act" means the Securities Act of 1933, as now in effect
or as hereafter amended.

                  "Shares" mean the common shares of beneficial interest, par
value $.01 per Share, of the Company.

                  "Share Option Agreement" means the written agreement
evidencing the grant of an Option hereunder.

                  "Subsidiary" means any "subsidiary corporation" of the Company
within the meaning of Section 425(f) of the Code.

                  "Units" means units of partnership interest of the Operating
Partnership (but does not include preferred interests in the Operating
Partnership).

                  "Unit Option" means an option to purchase one or more Units
pursuant to the Plan.

3. ADMINISTRATION

3.1. Company Plan.

                  The Company Plan shall be administered by the Company
Committee, which shall be appointed by the Board of Trustees. Each member of the
Company Committee must qualify in all respects as a "non-employee director" as
defined in Rule 16b-3 under the Exchange Act and as an "outside director" as
defined in Treasury Regulations ss. 1.162-27(e)(3). The Company Committee shall
have such powers and authorities related to the administration of the Company
Plan as are consistent with the Company's declaration of trust and by-laws and
with applicable law. The Company Committee shall have the full power and
authority (subject to any restrictions imposed by the Board of Trustees, the
Company's declaration of trust or by-laws or applicable law) to take all actions
and to make all determinations required or provided for under the Company Plan,
any Incentive Award granted by the Company Committee under the Company Plan and
any Agreement entered into in connection therewith and shall have the full power
and authority to take all such other actions and determinations not inconsistent
with the specific terms and provisions of the Company Plan that the Company
Committee deems to be necessary or appropriate to the administration of the
Company Plan, any Incentive Award granted by the Company Committee under the
Company Plan and any Agreement entered into in connection therewith. The
interpretation and construction by the Company Committee of any provision of the
Company Plan, any Incentive Award granted by the Company Committee under the
Company Plan and any Agreement entered into in connection therewith shall be
final and conclusive. In addition, the Chief Executive Officer of the Company,
acting as a committee of the Board of Trustees, shall have the authority to make
awards of Bonus Shares pursuant to Section 15 hereof to any employee of the
Company other than a Reporting Person, and to make Incentive Awards to new
employees of the Company (other than awards of Reporting Persons) in connection
with their assuming employment with the Company.

3.2. Operating Partnership Plan.

                  The Operating Partnership Plan shall be administered by the
Company Committee, which shall be appointed by the Board of Trustees. Each
member of the Company Committee must qualify in all respects as a "non-employee
director" as defined in Rule 16b-3 under the Exchange Act. The Company Committee
shall have the full power and authority (subject to any restrictions imposed on
such Company Committee by Section 3.1 hereof) to take all actions and to make
all determinations required or provided for under the Operating Partnership
Plan, any Incentive Award granted by the Company Committee under the Operating
Partnership Plan and any Agreement entered into in connection therewith and
shall have the full power and authority to take all such other actions and
determinations not inconsistent with the specific terms and provisions of the
Operating Partnership Plan that the Company Committee deems to be necessary or
appropriate to the administration of the Operating Partnership Plan, any
Incentive Award granted by the Company Committee under the Operating Partnership
Plan and any Agreement entered into in connection therewith. The interpretation
and construction by the Company Committee of any provision of the Operating
Partnership Plan, any Incentive Award granted by the Company Committee under the
Operating Partnership Plan and any Agreement entered into in connection
therewith shall be final and conclusive. In addition, the Chief Executive
Officer of the Company, acting as a
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committee of the Board of Trustees, shall have the authority to make awards of
Bonus Shares pursuant to Section 15 hereof to any employee of the Operating
Partnership other than a Reporting Person, and to make Incentive Awards to new
employees of the Operating Partnership or its affiliates (other than Reporting
Persons) in connection with their assuming employment with the Operating
Partnership or its affiliates.

3.3. Management Company Plan.

                  The Management Company Plan shall be administered by the
Management Company Committee. The Management Company Committee shall have such
powers and authorities related to the administration of the Management Company
Plan as are consistent with the Management Company's articles of incorporation
and by-laws and with applicable law. The Management Company Committee shall have
the full power and authority (subject to any restrictions imposed by the Board
of Directors of the Management Company, the Management Company's articles of
incorporation or by-laws or applicable law) to take all actions and to make all
determinations required or provided for under the Management Company Plan, any
Incentive Award granted by the Management Company Committee under the Management
Company Plan and any Agreement entered into in connection therewith and shall
have the full power and authority to take all such other actions and
determinations not inconsistent with the specific terms and provisions of the
Management Company Plan that the Management Company Committee deem to be
necessary or appropriate to the administration of the Management Company Plan,
any Incentive Award granted by the Management Company Committee under the
Management Company Plan and any Agreement entered into in connection therewith.
The interpretation and construction by the Management Company Committee of any
provision of the Management Company Plan, any Incentive Award granted by the
Management Company Committee under the Management Company Plan and any Agreement
entered into in connection therewith shall be final and conclusive. In addition,
the Chief Executive Officer of the Management Company, acting as a committee of
the Board of Directors, shall have the authority to make awards of Bonus Shares
pursuant to Section 15 hereof to any employee of the Company other than a
Reporting Person, and to make Incentive Awards to new employees of the
Management Company (other than Reporting Persons) in connection with their
assuming employment with the Management Company.

3.4. No Liability.

                  No member of the Company Committee or the Management Company
Committee shall be liable to any Optionee, Holder or Grantee or to the Company,
the

Operating Partnership, or the Management Company or any their Subsidiaries,
Affiliates, employees, shareholders, or partners for any action or determination
made in good faith with respect to the Plan or any Incentive Award granted or
Agreement entered into hereunder.

3.5. Applicability of Rule 16b-3.

                  Those provisions of the Plan that make express reference to
Rule 16b-3 shall apply only to Reporting Persons.

4. SHARES

                  The Shares that are the subject of an Incentive Award may be
(i) issued and outstanding Shares owned or acquired by the Granting Employer,
(ii) treasury Shares (to the extent permitted by applicable law) or (iii)
authorized but unissued Shares. The aggregate total number of Shares that may be
issued pursuant to Incentive Awards under the Plan shall be 3,200,000, as
increased from time to time to equal ten percent (10%) of the number of issued
and outstanding Shares and Units (excluding Units held by the General Partner),
provided that no more than 3,200,000 Shares may be issued pursuant to Incentive
Share Options and no more than 750,000 Restricted Shares may be issued pursuant
to Restricted Share Awards. If any Incentive Award expires, terminates, or is
terminated or canceled for any reason prior to exercise or vesting in full, the
Shares that were subject to the unexercised, forfeited, or terminated portion of
such Incentive Award shall be available immediately for future grants of
Incentive Awards under the Plan.

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5. ELIGIBILITY

5.1. Designated Recipients.

                  Incentive Awards may be granted under the Plan to (i) any
full-time employee of the Company, the Operating Partnership or its general
partner, any Affiliate of the Operating Partnership, the Management Company or
any Affiliate of the Management Company, as the Applicable Committee shall
determine and designate from time to time (including officers, trustees or
directors of the Company, the Operating Partnership or its general partner, any
Affiliate of the Operating Partnership or the Management Company or any
Affiliate of the Management Company, except that no officer, trustee or director
of the Company, the General Partner or the Management Company shall be eligible
to receive grants of Bonus Shares) or (ii) any other individual whose
participation in the Plan is determined by the Company Committee to be in the
best interests of the Company and is so designated by the Company Committee.

5.2. Successive Grants.

                  An individual may hold more than one Incentive Award, subject
to such restrictions as are provided herein.

6. EFFECTIVE DATE AND TERM OF THE PLAN

6.1. Effective Date.

                  The Plan is effective as of the Effective Date.

6.2. Term.

                  The Plan has no termination date; provided, however, that no
Incentive Share Option may be granted on or after the tenth anniversary of the
Effective Date.

7. PARACHUTE LIMITATIONS

                  Notwithstanding any other provision of this Plan or of any
other agreement, contract, or understanding heretofore or hereafter entered into
by the Optionee, Grantee or Holder with any Employer that is not an agreement,
contract, or understanding entered into after the Effective Date that expressly
modifies or excludes application of this paragraph (an "Other Agreement"), and
notwithstanding any formal or informal plan or other arrangement for the direct
or indirect provision of compensation by the Employers to the Optionee, Grantee
or Holder (including groups or classes of participants or beneficiaries of which
the Optionee, Grantee or Holder is a member), whether or not such compensation
is deferred, is in cash, or is in the form of a benefit to or for the Optionee,
Grantee or Holder (a "Benefit Arrangement"), if the Optionee, Grantee or Holder
is a "disqualified individual," as defined in Section 280G(c) of the Code, any
Option held by that Optionee and any right to receive any payment or other
benefit under this Plan shall not become exercisable or vested (i) to the extent
that such right to exercise, vesting, payment, or benefit, taking into account
all other rights, payments, or benefits to or for the Optionee, Grantee or
Holder under this Plan, all Other Agreements, and all Benefit Arrangements,
would cause any payment or benefit to the Optionee, Grantee or Holder under this
Plan to be considered a "parachute payment" within the meaning of Section
280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as
a result of receiving a Parachute Payment, the aggregate after-tax amounts
received by the Optionee, Grantee or Holder from all Employers under this Plan,
all Other Agreements, and all Benefit Arrangements would be less than the
maximum after-tax amount that could be received by the Optionee, Grantee or
Holder without causing any such payment or benefit to be considered a Parachute
Payment. In the event that the receipt of any such right to exercise, vesting,
payment, or benefit under this Plan, in conjunction with all other rights,
payments, or benefits to or for the Optionee, Grantee or Holder under any Other
Agreement or any Benefit Arrangement would cause the Optionee, Grantee or Holder
to be considered to have received a Parachute Payment under this Plan that would
have the effect of decreasing the after-tax amount received by the Optionee,
Grantee or Holder as described in clause (ii) of the preceding sentence, then
the Optionee, Grantee or Holder shall have the

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right, in the Optionee's, Grantee's or Holder's sole discretion, to designate
those rights, payments, or benefits under this Plan, any Other Agreements, and
any Benefit Arrangements that should be reduced or eliminated so as to avoid
having the payment or benefit to the Optionee, Grantee or Holder under this Plan
be deemed to be a Parachute Payment.

8. GRANT OF OPTIONS

8.1. General.

                  Subject to the terms and conditions of the Plan, the Company
Committee and the Management Company Committee may from time to time grant to
such eligible individuals as the Applicable Committee may determine, Options to
purchase such number of Shares on such terms and conditions as the Applicable
Committee may determine, including any terms or conditions which may be
necessary to qualify such Options as Incentive Share Options. Such authority
specifically includes the authority, in order to effectuate the purposes of the
Plan but without amending the Plan, to modify grants to eligible individuals who
are foreign nationals or are individuals who are employed outside the United
States to recognize differences in local law, tax policy, or custom.

8.2. Limitation on Grants of Options to Executives.

                  The maximum number of Shares subject to Options that can be
awarded under the Plan to any executive officer of the Company, the Operating
Partnership or its general partner or the Management Company, or to any other
person eligible for a grant of an Incentive Award under Section 5.1 hereof in
any calendar year, is 500,000 Shares.

9. LIMITATION OF INCENTIVE SHARE OPTIONS

                  An Option (other than an Option described in exceptions (ii)
or (iii) of Section 1) shall constitute an Incentive Share Option to the extent
that the aggregate fair market value (determined at the time the Option is
granted) of the Shares with respect to which Incentive Share Options are
exercisable for the first time by any Optionee during any calendar year (under
the Plan and all other plans of the Optionee's employer and its parent and
Subsidiary) does not exceed $100,000. This limitation shall be applied by taking
Options into account in the order in which they were granted.

10. SHARE OPTION AGREEMENTS

                  All Options granted pursuant to the Plan shall be evidenced by
Share Option Agreements, to be executed by the Granting Employer and by the
Optionee, in such form or forms as the Applicable Committee shall from time to
time determine. Share Option Agreements covering Options granted from time to
time or at the same time need not contain similar provisions; provided, however,
that all such Option Agreements shall comply with all terms of the Plan.

11. OPTION PRICE

                  The Option Price shall be fixed by the Applicable Committee
and stated in each Share Option Agreement. The Option Price shall not be less
than the Fair Market Value of the Shares on the Grant Date of the Option;
provided, however, that in the event the Optionee would otherwise be ineligible
to receive an Incentive Share Option by reason of the provisions of Sections
422(b)(6) and 424(d) of the Code (relating to stock ownership of more than ten
percent), the Option Price of an Option that is intended to be an Incentive
Share Option shall be not less than the greater of par value or 110 percent of
the Fair Market Value of a Share at the time such Option is granted.

12. TERM AND EXERCISE OF OPTIONS

12.1. Term.

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                  Each Option granted under the Plan shall terminate and all
rights to purchase shares thereunder shall cease upon the expiration of ten
years from the date such Option is granted, or on such date prior thereto as may
be fixed by the Applicable Committee and stated in the Share Option Agreement
relating to such Option; provided, however, that in the event the Optionee would
otherwise be ineligible to receive an Incentive Share Option by reason of the
provisions of Sections 422(b)(6) and 424(d) of the Code (relating to stock
ownership of more than ten percent), an Option granted to such Optionee that is
intended to be an Incentive Share Option shall in no event be exercisable after
the expiration of five years from the date it is granted.

12.2. Option Period and Limitations on Exercise.

                  Each Option granted under the Plan shall be exercisable, in
whole or in part, at any time and from time to time over a period commencing on
or after the Grant Date and ending upon the expiration or termination of the
Option, as the Applicable Committee shall determine and set forth in the Share
Option Agreement relating to such Option. Without limiting the foregoing, the
Applicable Committee, subject to the terms and conditions of the Plan, may in
its sole discretion provide that an Option may not be exercised in whole or in
part for a stated period or periods of time during which such Option is
outstanding; provided, however, that any such limitation on the exercise of an
Option contained in any Share Option Agreement may be rescinded, modified or
waived by the Applicable Committee, in its sole discretion, at any time and from
time to time after the Grant Date of such Option, so as to accelerate the time
at which the Option may be exercised.

12.3. Termination of Employment.

                  Upon the termination of the employment of an Optionee with the
Granting Employer, other than by reason of the death or "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code), any Option
granted to an Optionee pursuant to the Plan shall terminate, and such Optionee
shall have no further right to purchase Shares pursuant to such Option; provided
further, that the Applicable Committee may provide, by inclusion of appropriate
language in any Share Option Agreement, that an Optionee may (subject to the
general limitations on exercise set forth in Section 12.2 above), in the event
of termination of employment of the Optionee with the Granting Employer,
exercise an Option, in whole or in part, at any time subsequent to such
termination of employment and prior to termination of the Option pursuant to
Section 12.2 above, either subject to or without regard to any installment
limitation on exercise imposed pursuant to Section 12.2 above, as the Applicable
Committee, in its sole and absolute discretion, shall determine and set forth in
the Share Option Agreement. Whether a leave of absence or leave on military or
government service shall constitute a termination of employment for purposes of
the Plan, shall be determined by the Applicable Committee, which determination
shall be final and conclusive. For purposes of the Plan, a termination of
employment with the Granting Employer shall not be deemed to occur if the
Optionee is immediately thereafter employed with any other Employer.

12.4. Rights in the Event of Death.

                  If an Optionee dies while employed by the Granting Employer,
the executors or administrators or legatees or distributees of such Optionee's
estate shall have the right (subject to the general limitations on exercise set
forth in Section 12.2 above), at any time within one year after the date of such
Optionee's death and prior to termination of the Option pursuant to Section 12.1
above, to exercise any Option held by such Optionee at the date of such
Optionee's death, whether or not such Option was exercisable immediately prior
to such Optionee's death; provided, however, that the Applicable Committee may
provide by inclusion of appropriate language in any Share Option Agreement that,
in the event of the death of an Optionee, the executors or administrators or
legatees or distributees of such Optionee's estate may exercise an Option
(subject to the general limitations on exercise set forth in Section 12.2
above), in whole or in part, at any time subsequent to such Optionee's death and
prior to termination of the Option pursuant to Section 12.1 above, either
subject to or without regard to any installment limitation on exercise imposed
pursuant to Section 12.2 above, as the Applicable Committee, in its sole and
absolute discretion, shall determine and set forth in the Share Option
Agreement.

12.5. Rights in the Event of Disability.

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                  If an Optionee terminates employment with the Granting
Employer by reason of the "permanent and total disability" (within the meaning
of Section 22(e)(3) of the Code) of such Optionee, then such Optionee shall have
the right (subject to the general limitations on exercise set forth in Section
12.2 above), at any time within one year after such termination of employment
and prior to termination of the Option pursuant to Section 12.1 above, to
exercise, in whole or in part, any Option held by such Optionee at the date of
such termination of employment, whether or not such Option was exercisable
immediately prior to such termination of employment; provided, however, that the
Applicable Committee may provide, by inclusion of appropriate language in any
Share Option Agreement, that an Optionee may (subject to the general limitations
on exercise set forth in Section 12.2 above), in the event of the termination of
employment of the Optionee with the Granting Employer by reason of the
"permanent and total disability" (within the meaning of Section 22(e)(3) of the
Code) of such Optionee, exercise an Option, in whole or in part, at any time
subsequent to such termination of employment and prior to termination of the
Option pursuant to Section 12.1 above, either subject to or without regard to
any installment limitation on exercise imposed pursuant to Section 12.2 above,
as the Applicable Committee, in its sole and absolute discretion, shall
determine and set forth in the Share Option Agreement. Whether a termination of
employment is to be considered by reason of "permanent and total disability" for
purposes of this Plan shall be determined by the Applicable Committee, which
determination shall be final and conclusive.

12.6. Limitations on Exercise of Option.

                  Notwithstanding the foregoing Sections, in no event may the
Option be exercised, in whole or in part, after ten years following the date
upon which the Option is granted, as set forth in Section 1 above, or after the
occurrence of an event referred to in Section 20.3 below which results in
termination of the Option. In no event may the Option be exercised for a
fractional Share.

12.7. Method of Exercise.

                  An Option that is exercisable hereunder may be exercised by
the Optionee's delivery to the Granting Employer of written notice of the
exercise and the number of Shares for which the Option is being exercised. Such
delivery shall occur on any business day, at the Granting Employer's principal
office, addressed to the attention of the Applicable Committee. Such notice
shall specify the number of Shares with respect to which the Option is being
exercised and shall be accompanied by payment in full of the Option Price of the
Shares for which the Option is being exercised. The minimum number of Shares
with respect to which an Option may be exercised, in whole or in part, at any
time shall be the lesser of (i) 100 shares or such lesser number set forth in
the Share Option Agreement and (ii) the maximum number of Shares available for
purchase under the Option at the time of exercise. Payment of the Option Price
for the Shares purchased pursuant to the exercise of an Option shall be made (i)
in cash or in cash equivalents; (ii) through the tender to the Granting Employer
of Shares, which Shares, if acquired from the Company or any of its Affiliates,
have been held for at least six months and which Shares shall be valued, for
purposes of determining the extent to which the Option Price has been paid
thereby, at their Fair Market Value on the date of exercise; or (iii) by a
combination of the methods described in (i) and (ii). The Applicable Committee
may provide, by inclusion of appropriate language in a Share Option Agreement,
that payment in full of the Option Price need not accompany the written notice
of exercise provided the notice of exercise directs that the Share certificate
or certificates for the Shares for which the Option is exercised be delivered to
a licensed broker acceptable to the Granting Employer as the agent for the
individual exercising the Option and, at the time such Share certificate or
certificates are delivered, the broker tenders to the Granting Employer cash (or
cash equivalents acceptable to the Granting Employer) equal to the Option Price
for the Shares purchased pursuant to the exercise of the Option plus the amount
(if any) of federal and/or other taxes which the Granting Employer may in its
judgment, be required to withhold with respect to the exercise of the Option. An
attempt to exercise any Option granted hereunder other than as set forth above
shall be invalid and of no force and effect. Unless otherwise stated in the
applicable Share Option Agreement, an individual holding or exercising an Option
shall have none of the rights of a shareholder (for example, the right to
receive cash or dividend payments attributable to the subject Shares or to
direct the voting of the subject Shares) until the Shares covered thereby are
fully paid and issued to him or her. Except as provided in Section 20 below, no
adjustment shall be made for dividends or other rights for which the record date
is prior to the date of such issuance.

<PAGE>

12.8. Transfer of Shares to Employee.

                  Promptly after the exercise of a Share Option by an employee
of the Company and the payment in full of the Option Price of the Shares covered
thereby, the individual exercising the Option shall be entitled to the issuance
of a Share certificate or Share certificates evidencing his or her ownership of
such Shares.

12.9. Transfer of Shares to Other Employees

                           (a) Promptly after the exercise of a Share Option by
an employee of an Employer that is not the Company and the payment in full of
the Option Price of the Shares covered thereby:

                                    (i) The Company shall sell to the Employer
employing the Optionee the number of Shares as to which the Option was exercised
for a price equal to the Fair Market Value of such Shares.

                                    (ii) The Employer shall deliver to the
individual exercising the Option a Share certificate or Share certificates
evidencing his or her ownership of such Shares.

13. GRANT AND EXERCISE OF UNIT OPTIONS

13.1. Issuance of Unit Options

                  Upon the issuance of an Option, and in accordance with Section
4.2(B) of the Partnership Agreement, the General Partner shall be deemed
automatically to have caused the Operating Partnership to issue to the General
Partner a corresponding Unit Option on terms identical to those of such Option.

13.2. Exercise of Unit Options.

                  A Unit Option shall be deemed exercised automatically, upon
the exercise by an Optionee of the corresponding Option, as to the number of
Units equal to the number of Shares for which such Option is exercised. The
General Partner shall then cause the Operating Partnership to issue such Units
to the General Partner, and the Company shall remit payment for such Units to
the General Partner, which shall then remit payment to the Operating
Partnership, all in accordance with Section 4.2(B) of the Partnership Agreement.

13.3. Termination of Unit Options.

                  Upon the termination of an Option, the corresponding Unit
Option also shall terminate.

14. GRANT OF RESTRICTED SHARES

14.1. Restricted Share Awards.

                           (a) The Company Committee and the Management Company
Committee may from time to time, and subject to the provisions of the Plan and
such other terms and conditions as the Applicable Committee may determine, grant
Restricted Share Awards under the Plan. Each Restricted Share Award shall be
evidenced by a written instrument which shall state the number of Shares covered
by the award and the terms and conditions which the Applicable Committee shall
have determined with respect to such award. Upon the grant of each Restricted
Share Award, subject to Sections 14.1(d) and 14.3 hereof, the Company shall
cause a certificate representing the Shares covered by the award to be
registered in the name of the Holder and to be delivered to the Holder without
payment on his part (unless such Shares are newly issued Shares granted under
the Company Plan, in which case the Company may require a payment equal to the
par value of each Share for each Share issued). The Holder shall generally have
the rights and privileges of a shareholder of the Company with respect to such
Shares, including the right to vote and to receive dividends, subject to the
restrictions specified in paragraphs (b) and (c) hereof.

                           (b) The Applicable Committee shall determine a period
of time ("Limitation Period") during which restrictions shall apply to the
Shares transferred to a Holder with respect to each

<PAGE>

Restricted Share Award, provided that in no event shall the Limitation Period be
less than two years. Except as otherwise determined by the Applicable Committee,
the Holder may not sell, transfer, assign, pledge or otherwise encumber or
dispose of the Shares covered by such Restricted Share Award during the
Limitation Period applicable with respect to such Restricted Share Award. The
Applicable Committee in its discretion may prescribe conditions for the
incremental lapse of the preceding restrictions during the Limitation Period,
and for the lapse or termination of such restrictions upon the occurrence of
certain events before the expiration of the Limitation Period. The Applicable
Committee in its discretion also may shorten or terminate the Limitation Period
or waive any conditions for the lapse or termination of the restrictions with
respect to all or any portion of the Shares covered by the Restricted Share
Award. The restrictions applicable to a Restricted Share Award shall lapse upon
the earliest of the following: (1) the expiration of the Limitation Period
applicable to the Restricted Share Award; (2) the occurrence of an event
prescribed by the Applicable Committee which results in the lapse of the
restrictions; or (3) such other time as the Applicable Committee may determine.

                           (c) The Shares covered by a Restricted Share Award
shall be forfeited by the Holder upon termination of the Holder's employment
with the Granting Employer for any reason before the occurrence of any of the
events described in the last sentence of paragraph (b) hereof. The Holder shall
thereupon immediately transfer the Shares to his or her Granting Employer
without payment by the Granting Employer. If the Granting Employer is not the
Company or the Operating Partnership, the Company and the Operating Partnership
shall have the right to purchase any such forfeited Shares from such Granting
Employer at a price equal to Fair Market Value at any time subsequent to such
forfeiture.

                           (d) Promptly after the grant of a Restricted Share
Award by the Operating Partnership or its general partner, any Affiliate of the
Operating Partnership, the Management Company or an Affiliate of the Management
Company, such company shall notify the Company of the grant and of the
recipient's name, address and social security number, and shall either (i) pay
or cause to be paid to the Company an amount equal to the Fair Market Value of
the Shares which are subject to the Restricted Share Award or (ii) deliver free
and clear of any liens or encumbrances certificates representing outstanding
Shares in an amount equivalent to the number of Shares granted.

14.2. Restricted Share Agreement.

                  All Restricted Share Awards granted pursuant to the Plan shall
be evidenced by Restricted Share Agreements, to be executed by the Granting
Employer and by the Holder, in such form or forms as the Applicable Committee
shall from time to time determine. Restricted Share Agreements covering
Restricted Shares granted from time to time or at the same time need not contain
similar provisions; provided, however, that all such Restricted Share Agreements
shall comply with all terms of the Plan.

14.3. Certificates for Restricted Shares.

                  The Applicable Committee may require that the certificates
evidencing the grant of a Restricted Share Award hereunder be held in escrow
until such restrictions have expired. The Company shall also cause a legend to
be placed on such certificates that complies with the applicable securities laws
and regulations and makes appropriate reference to the restrictions to which the
Shares are subject. Upon attainment of the specified objectives and requirements
(or, to the extent specified in the grant, the portion of such Shares earned by
partial attainment of the objectives and requirements, as applicable), a
certificate for the number of Shares with respect to which restrictions have
lapsed shall be delivered to the Holder free of restrictions upon submission of
the certificate originally issued with respect to such Shares.

15. AWARDS OF UNRESTRICTED BONUS SHARES

                  The Chief Executive Officer of the Company, on behalf of the
Board of Trustees, and the Chief Executive Officer of the Management Company, on
behalf of the Board of Directors, may from time to time, as frequently as once a
month, subject to the provisions of the Plan, grant up to ten Bonus Shares to
such eligible individuals as he or she may designate. Upon the grant of Bonus
Shares, the Company, the General Partner or the Management Company, as
appropriate, shall cause a certificate representing the Bonus Shares to be
registered in the name of the Grantee and delivered to the Grantee. Upon
delivery to the Grantee, Bonus Shares shall be deemed

<PAGE>

validly issued, fully paid, and nonassessable, and the Grantee shall have all
the rights of a shareholder with respect to such Bonus Shares.

16. TRANSFERABILITY OF OPTIONS AND RESTRICTED SHARES

16.1. Transferability of Options.

                  During the lifetime of the Optionee, only such Optionee (or,
in the event of legal incapacity or incompetency, the guardian or legal
representative of the Optionee), may exercise the Option, except that the
Applicable Committee may, in its discretion, authorize all or a portion of the
Option (other than an Incentive Share Option) to be granted to an Optionee on
terms which permit transfer by such Optionee during his or her lifetime to
Immediate Family Members, (ii) a trust or trusts for the exclusive benefit of
such Immediate Family Members or (iii) a partnership in which such Immediate
Family Members are the only partners, provided that the Share Option Agreement
pursuant to which such Options are granted is approved by the Applicable
Committee and expressly provides for transferability in a manner consistent with
this Section 15.1, in which case such transferees may exercise the Option.
Except as noted in the preceding sentence, transfers of Options shall be
prohibited except by will or the laws of descent and distribution. Following
transfer, any such Options shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer, provided that for
purposes of Section 12 hereof (excluding Sections 12.3, 12.4 and 12.5), the term
"Optionee" shall be deemed to refer to the transferee. The events of termination
of employment, death and disability set forth in Sections 12.3, 12.4 and 12.5
hereof, respectively, shall continue to be applied with respect to the original
Optionee, following which the Options shall be exercisable by the transferee
only to the extent and for the periods specified in Section 12. Except as may be
provided in the Share Option Agreement, no Option shall be pledged or
hypothecated (by law or otherwise) or subject to execution, attachment or
similar processes.

16.2. Transferability of Restricted Shares.

                  No Restricted Shares shall be assignable or transferable,
other than by will or the laws of descent and distribution, before the
satisfaction of applicable performance and service requirements with respect to
such Shares, as set forth in the applicable Restricted Share Agreement.

17. USE OF PROCEEDS

                  The proceeds received by the Company from the sale of Shares
pursuant to Incentive Awards granted under the Plan shall constitute general
funds of the Company. As soon as practicable after receipt by the Company of the
amount described in Sections 12.9(a)(i) and 14.1(d) above, the Company shall
contribute an amount of cash equal to such payment to the wholly owned
subsidiary that owns its interests in the Operating Partnership, which in turn
will contribute such cash to the Operating Partnership, and the Operating
Partnership shall issue additional partnership interests to such subsidiary with
a value equal to the amount of such contribution.

18. REQUIREMENTS OF LAW

18.1. General.

                  The Company shall not be required to sell or issue any Shares
under any Incentive Award if the sale or issuance of such Shares would
constitute a violation by the Optionee, the Holder, the Grantee or the Company
of any provisions of any law or regulation of any governmental authority,
including without limitation any federal or state securities laws or
regulations. If at any time the Company shall determine, in its discretion, that
the listing, registration or qualification of any Shares subject to an Option
upon any securities exchange or under any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the issuance or
purchase of Shares hereunder, the Option may not be exercised in whole or in
part unless such listing registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Company, as applicable, and any delay caused thereby shall in no way affect the
date of termination of the Option. Specifically in connection with the 1933 Act,
at the time of grant of Restricted Shares or Bonus Shares, or when such
Restricted Shares become vested, or upon the exercise of any Option, unless a
registration statement under such Act is in effect with respect to the Shares
covered by the Option, the Company

<PAGE>

shall not be required to sell or issue such Shares unless the Company Committee
has received evidence satisfactory to it that the Optionee, Holder or Grantee
may acquire such Shares pursuant to an exemption from registration under such
Act. Any determination in this connection by the Company Committee shall be
final, binding, and conclusive. The Company may, but shall in no event be
obligated to, register any securities covered hereby pursuant to the 1933 Act.
The Company shall not be obligated to take any affirmative action in order to
cause the exercise of an Option or the issuance of Shares pursuant thereto, the
issuance of Bonus Shares or the issuance of Shares pursuant to a Restricted
Share Award to comply with any law or regulation of any governmental authority.
As to any jurisdiction that expressly imposes the requirement that an Option
shall not be exercisable or that Shares may not be issued pursuant to a grant of
Bonus Shares or Restricted Shares unless and until the Shares covered by such
Option or grant are registered or are exempt from registration, the exercise of
such Option or the issuance of Shares pursuant to such grant (under
circumstances in which the laws of such jurisdiction apply) shall be deemed
conditioned upon the effectiveness of such registration or the availability of
such an exemption.

18.2. Rule 16b-3.

                  The intent of this Plan is to qualify for the exemption
provided by Rule 16b-3 under the Exchange Act. To the extent any provision of
the Plan or action by the Plan administrators does not comply with the
requirements of Rule 16b-3, it shall be deemed inoperative, to the extent
permitted by law and deemed advisable by the Plan administrators, and shall not
affect the validity of the Plan. In the event Rule 16b-3 is revised or replaced,
the Board of Trustees may exercise discretion to modify this Plan in any respect
necessary to satisfy the requirements of the revised exemption or its
replacement.

18.3. REIT Qualification.

                  The Company shall not be required to sell or issue any Shares
under any Incentive Award if the sale or issuance of such Shares would cause the
Company to fail to qualify as a real estate investment trust for Federal income
tax purposes or would result in the Optionee's, Grantee's or Holder's ownership
of Shares in violation of the restrictions on ownership and transfer of Shares
set forth in the Company's declaration of trust.

19. AMENDMENT AND TERMINATION OF THE PLAN

                  The Board of Trustees may, at any time and from time to time,
amend, suspend, or terminate the Plan as to any Shares as to which Incentive
Awards have not been granted; provided, however, no amendment that materially
affects the terms of Incentive Awards under the Operating Partnership Plan shall
be effective with respect to the Operating Partnership Plan without the approval
of the Board of Directors of the Operating Partnership, and no amendment that
materially affects the terms of Restricted Share Awards under the Management
Company Plan shall be effective with respect to the Management Company Plan
without the approval of the Board of Directors of the Management Company. The
Employer may retain the right in an Agreement to cause a forfeiture of the
Options or the Shares or gain realized by a Holder on account of the Optionee or
Holder taking actions prohibited by the applicable Agreement. Except as
permitted under this Section 19 or Section 20 hereof, no amendment, suspension,
or termination of the Plan shall, without the consent of the Optionee, Grantee
or Holder, alter or impair rights or obligations under any Incentive Award
theretofore granted under the Plan.

20. EFFECT OF CHANGES IN CAPITALIZATION

20.1. Changes in Shares.

                  If the number of outstanding Shares is increased or decreased
or the Shares are changed into or exchanged for a different number or kind of
Shares or other securities of the Company, in each case on account of any
recapitalization, reclassification, Share split, reverse split, combination of
Shares, exchange of Shares, Share dividend or other distribution payable in

capital stock, or other increase or decrease in such Shares effected without
receipt of consideration by the Company, occurring after the Effective Date of
the Plan, the number and kinds of Shares for the issuance of which

<PAGE>

Restricted Share Awards or awards of Bonus Shares may be granted and Shares for
the acquisition of which Options may be granted under the Plan shall be adjusted
proportionately and accordingly by the Company. In addition, the number and kind
of Shares for which Restricted Share Awards or Options are outstanding shall be
adjusted proportionately and accordingly so that the proportionate interest of
the Holder of the Restricted Share Awards or Optionee immediately following such
event shall, to the extent practicable, be the same as immediately before such
event. Any such adjustment in outstanding Options shall not change the aggregate
Option Price payable with respect to Shares that are subject to the unexercised
portion of the Option outstanding but shall include a corresponding
proportionate adjustment in the Option Price per Share.

20.2. Reorganization in Which the Company Is the Surviving Entity.

                  Subject to Section 20.3 hereof, if the Company shall be the
surviving entity in any reorganization, merger, or consolidation of the Company
with one or more other entities, any Option theretofore granted pursuant to the
Plan shall pertain to and apply to the securities to which a holder of the
number of Shares subject to such Option would have been entitled immediately
following such reorganization, merger, or consolidation, with a corresponding
proportionate adjustment of the Option Price per Share so that the aggregate
Option Price thereafter shall be the same as the aggregate Option Price of the
Shares remaining subject to the Option immediately prior to such reorganization,
merger, or consolidation. Subject to any contrary language in the applicable
Restricted Share Agreement, any restrictions that were applicable to any
previously granted Restricted Share Award shall apply as well to any replacement
shares received by the Holder as a result of such reorganization, merger, or
consolidation.

20.3. Reorganization in Which the Company Is Not the Surviving Entity or Sale
      of Assets or Shares.

                  Upon the dissolution or liquidation of the Company, or upon a
merger, consolidation, or reorganization of the Company with one or more other
entities in which the Company is not the surviving entity, or upon a sale of
substantially all of the assets of the Company to another entity, or upon any
transaction (including, without limitation, a merger or reorganization in which
the Company is the surviving entity) approved by the Board of Trustees that
results in any person or entity (or person or entities acting as a group or
otherwise in concert) owning 80 percent or more of the combined voting power of
all classes of securities of the Company (other than the Company or wholly owned
subsidiaries of the Company), the Plan and all Options outstanding hereunder

shall terminate, except to the extent provision is made in writing in connection
with such transaction for the continuation of the Plan or the assumption of such
Options theretofore granted, or for the substitution for such Options of new
options covering the stock of a successor Company, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kinds of shares and
exercise prices, in which event the Plan and Options theretofore granted shall
continue in the manner and under the terms so provided. In the event of any such
termination of the Plan, each individual holding an Option shall have the right
(subject to the prior expiration of such Option in accordance with its terms)
immediately before the occurrence of such termination and during such period
occurring before such termination as the Company Committee in its sole
discretion shall determine and designate, to exercise such Option in whole or in
part, whether or not such Option was otherwise exercisable at the time such
termination occurs. Any exercise of an Option during such period shall be
conditioned upon the consummation of the event and shall be effective only
immediately before the consummation of the event. The Company Committee shall
send written notice of an event that will result in such a termination to all
individuals who hold Options not later than the time at which the Company gives
notice thereof to its shareholders. Unvested Restricted Share Awards shall be
vested in the case of an event described in this Section 20.3.

20.4. Adjustments.

                  Adjustments under this Section 20 related to Shares or
securities of the Company shall be made by the Company Committee, whose
determination in that respect shall be final, binding, and conclusive. No
fractional Shares or units of other securities shall be issued pursuant to any
such adjustment, and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole Share.

<PAGE>

20.5. No Limitations on Company.

The grant of Incentive Awards pursuant to the Plan shall not affect or limit in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations, or changes of its capital or business
structure or to merge, consolidate, dissolve, or liquidate, or to sell or
transfer all or any part of its business or assets.

21. DISCLAIMER OF RIGHTS

                  No provision in the Plan or in any Incentive Award granted or
Agreement entered into pursuant to the Plan shall be construed to confer upon
any individual the right to remain in the employ or service of any Employer, or
to interfere in any way with any contractual or other right or authority of any
Employer either to increase or decrease the compensation or other payments to
any individual at any time, or to terminate any employment or other relationship
between any individual and such Employer. In addition, notwithstanding anything
contained in the Plan to the contrary, unless otherwise stated in the applicable
Agreement, no Incentive Award granted under the Plan shall be affected by any
change of duties or position of the Optionee, Grantee or Holder (including a
transfer to or from any Employer), so long as such Optionee, Grantee or Holder
continues to be a trustee, director, officer, consultant, employee, or
independent contractor (as the case may be) of any Employer (the "Successor
Granting Employer"). The Plan shall in no way be interpreted to require any
Employer to transfer any Shares to a third party trustee or otherwise hold any
Shares in trust or escrow for any participant or beneficiary under the terms of
the Plan.

22. NONEXCLUSIVITY OF THE PLAN

                  Neither the adoption of the Plan nor the submission of the
Plan to the shareholders of the Company for approval shall be construed as
creating any limitations upon the right and authority of the Company, the
Operating Partnership or its general partner or the Management Company or any
Affiliate of the Operating Partnership or the Management Company to adopt such
other incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or specifically to a
particular individual or particular individuals) as such entities in their
discretion determine desirable.

23. CAPTIONS

                  The use of captions in this Plan or any Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of the Plan or such Agreement.

24. WITHHOLDING TAXES

24.1. Withholding.

                  The Granting Employer shall have the right to deduct from
payments of any kind otherwise due to an Optionee, Grantee or Holder any
Federal, state, or local taxes of any kind required by law to be withheld with
respect to any Shares issued upon the exercise of an Option, to any Bonus Shares
or to the termination of the Limitation Period for Restricted Share Awards. At
the time of termination of the Limitation Period, the Holder shall pay to the
Granting Employer any amount that the Granting Employer may reasonably determine
to be necessary to satisfy such withholding obligation. Subject to the prior
approval of the Granting Employer, which may be withheld by the Granting
Employer (and/or the Successor Granting Employer) in its sole discretion, the
Optionee, Grantee or Holder may elect to satisfy such obligations, in whole or
in part, (i) by causing such Granting Employer to withhold Shares otherwise
issuable pursuant to the exercise of an Option or (ii) by delivering to such
Granting Employer Shares already owned by the Optionee, Grantee or Holder. The
Shares so delivered or withheld shall have a Fair Market Value equal to such
withholding obligations, determined as of the date that the amount of tax to be
withheld is to be determined. An Optionee, Grantee or Holder who has made an
election pursuant to this Section 24.1 may satisfy his or her withholding
obligation only with Shares that are not subject to any repurchase, forfeiture,
unfulfilled vesting, or other similar requirements.

<PAGE>

24.2. Limitations for Reporting Person.

                  Notwithstanding the foregoing, in the case of a Reporting
Person, no election to use Shares for the payment of withholding taxes shall be
effective unless made in compliance with any applicable requirements under Rule
16b-3(e) or any successor rule under the Exchange Act.

25. OTHER PROVISIONS

                  Each Incentive Award granted under the Plan may contain such
other terms and conditions not inconsistent with the Plan as may be determined
by the Applicable Committee, in its sole discretion.

26. NUMBER AND GENDER

                  With respect to words used in this Plan, the singular form
shall include the plural form, the masculine gender shall include the feminine
gender, etc., as the context requires.

27. SEVERABILITY

                  If any provision of the Plan or any Agreement shall be
determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and
enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.

28. GOVERNING LAW

                  The validity and construction of this Plan and the instruments
evidencing the Incentive Awards granted hereunder shall be governed by the laws
of the State of Maryland.

<PAGE>

                                  AMENDMENT TO
                            COLONIAL PROPERTIES TRUST
                      SECOND AMENDED AND RESTATED EMPLOYEE
                     SHARE OPTION AND RESTRICTED SHARE PLAN

         This Amendment (the "AMENDMENT") to the Colonial Properties Trust
Second Amended and Restated Employee Share Option and Restricted Share Plan is
made effective as of January 27, 2004 by the Board of Trustees of Colonial
Properties Trust (the "COMPANY").

         WHEREAS, the Colonial Properties Trust Second Amended and Restated
Employee Share Option and Restricted Share Plan (as amended, the "PLAN") was
duly adopted by the Board of Trustees of the Company and approved by the
shareholders of the Company on April 23, 1998, and an amendment to the Plan was
duly adopted by the Board of Trustees of the Company on April 24, 2003.

         NOW, THEREFORE, in accordance with Section 19 of the Plan, the Plan is
hereby amended in the following respect:

         1.       Section 6.2 of the Plan is hereby amended and restated in its
                  entirety to read as follows:

         6.2. Term. The Plan shall expire on April 23, 2008; provided, however,
         that no Incentive Share Option may be granted on or after the tenth
         anniversary of the Effective Date.

                  2.       All capitalized terms used herein shall have the
                           meanings assigned to them in the Plan.

                  3.       Except as expressly amended hereby, the Plan remains
                           in full force and effect.

                  IN WITNESS WHEREOF, the Company has caused this Amendment to
be signed by the undersigned, a duly authorized officer of the Company, as of
January 27, 2004.

                                        Colonial Properties Trust

                                    By: /s/ John P. Rigrish
                                        ------------------------------
                                    Name: John P. Rigrish
                                    Title: Chief Administrative Officer

<PAGE>

                                  AMENDMENT TO
                            COLONIAL PROPERTIES TRUST
   SECOND AMENDED AND RESTATED EMPLOYEE SHARE OPTION AND RESTRICTED SHARE PLAN

         The Colonial Properties Trust Second Amended and Restated Employee
Share Option and Restricted Share Plan (the "Plan") is hereby amended by the
Board of Trustees of Colonial Properties Trust (the "Company"), as provided
below:

1.                Section 12.3 is hereby amended to insert ", retirement in
                  accordance with the provisions of Section 12.10" following
                  "death" in the first sentence.

2.                Section 12.10 shall be added to the Plan as follows:

                  "12.10            Rights in the Event of Retirement. If an
Optionee terminates employment with the Granting Employer after January 27, 2004
by reason of the "retirement" (as defined in the Colonial Properties Trust
Defined Benefit Pension Plan) of such Optionee, then such Optionee shall have
the right, at any time prior to termination of the Option pursuant to Section
12.1 above or Section 20.3 below, to exercise, in whole or in part, any Option
held by such Optionee at the date of such termination of employment, whether or
not such Option was exercisable immediately prior to such termination of
employment. Whether a termination of employment is to be considered by reason of
"retirement" for all purposes of this Plan shall be determined by the Applicable
Committee, which determination shall be final and conclusive."

3.                The last sentence of Section 14.1(b) is hereby amended and
                  restated to read as follows:

                  "The restrictions applicable to a Restricted Share Award shall
lapse upon the earliest of the following: (1) the expiration of the Limitation
Period applicable to the Restricted Share Award; (2) the occurrence of an event
prescribed the Applicable Committee which results in the lapse of the
restrictions; (3) termination of the Holder's employment with the Granting
Employer after January 27, 2004 by reason of the "retirement" (as defined in the
Colonial Properties Trust Defined Benefit Pension Plan) of such Holder; or (4)
such other time as the Applicable Committee may determine."

4.                All capitalized terms used herein shall have the meanings
                  assigned to them in the Plan.

5.                Except as expressly amended hereby, the Plan remains in full
                  force and effect.

                                      * * *

The foregoing amendment to the Plan was duly adopted and approved by the Board
of Trustees of the Company on January 27, 2004.