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                                                                   EXHIBIT 10.21

                            COLONIAL PROPERTIES TRUST

                          EMPLOYEE SHARE PURCHASE PLAN

                  This Colonial Properties Trust Employee Share Purchase Plan
(the "Plan") was approved and adopted on April 24, 1997, by the Board of
Trustees of Colonial Properties Trust (the "Company") and the Board of Directors
of Colonial Properties Holding Company, Inc. ("CPHC"), as general partner of
Colonial Realty Limited Partnership (the "Operating Partnership"). Set forth
below are all of the terms of the two plans comprising the Plan, one for the
benefit of the employees of the Company (the "Company Plan"), and one for the
benefit of employees of the Operating Partnership and any Affiliate of the
Operating Partnership (the "Operating Partnership Plan"). The purpose of the
Plan is to advance the interests of the Company and the Operating Partnership
and its Affiliates by providing eligible employees with the opportunity, through
payroll deductions, to purchase shares of the Company's common shares of
beneficial interest, par value $.01 per share ("Shares"), thus increasing
eligible employees' interest in the growth and success of the Company and the
Operating Partnership and its affiliates. The provisions of the Plan are set
forth below:

         1.       DEFINITIONS. For purposes of administering and interpreting
the Plan, the following definitions shall apply:

                  (a)      An "Affiliate" of an entity shall include any
partnership, corporation, company or other trade or business that is controlled
by or under common control with such entity (determined in accordance with the
principles of Sections 414(b) and 414(c) of the Internal Revenue Code and the
regulations thereunder) or that is an affiliate of such entity within the
meaning of Rule 405 of Regulation C under the Securities Act of 1933.

                  (b)      "Agent" shall have the meaning set forth in Section
11 below.

                  (c)      "Applicable Committee" means, with respect to the
Company Plan, the Company Committee, and means, with respect to the Operating
Partnership Plan, the CPHC Committee.

                  (d)      "Board of Directors" means the Board of Directors of
CPHC.

                  (e)      "Board of Trustees" means the Board of Trustees of
the Company.

                  (f)      "Company" means Colonial Properties Trust.

                  (g)      "Company Account" means an unsegregated account
maintained by the Company for the purpose of holding deductions from
Participant's Eligible Compensation pending the use of such deducted amounts to
purchase Shares pursuant to the Plan.

                  (h)      "Company Committee" means the Executive Compensation
Committee of the Board of Trustees.

                  (i)      "Company Plan" means the Plan as administered
pursuant to Section 3(a) hereof for the benefit of employees of the Company.

                  (j)      "CPHC" means Colonial Properties Holding Company,
Inc., the general partner of the Operating Partnership.

                  (k)      "CPHC Committee" means the Executive Compensation
Committee of the Board of Directors.

                  (l)      "Eligible Compensation" includes salary, bonus,
commissions, wages and overtime pay of a Participant paid to a Participant by
any Employer.

                  (m)      "Employer" means the Company, CPHC, the Operating
Partnership, Colonial Properties Services Limited Partnership, Colonial
Properties Services, Inc. or an Affiliate of any such entity, in its capacity as
an Employer of persons eligible to participate in the Plan.

                  (n)      "Enrollment Date" means, initially, a date selected
by the Plan Administrator in its discretion, and thereafter each January 1,
April 1, July 1 and October 1 of each year.

                  (o)      "Operating Partnership" means Colonial Realty Limited
Partnership.

                  (p)      "Operating Partnership Plan" means the Plan as
administered pursuant to Section 3(b) hereof for the benefit of the employees of
CPHC, the Operating Partnership and their respective Affiliates.

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                  (q)      "Participant" means (i) an eligible employee of the
Company who becomes a participant in the Company Plan, and (ii) an eligible
employee of CPHC, the Operating Partnership, or an Affiliate of either who
becomes a participant in the Operating Partnership Plan. A Participant may, if
eligible, participate in both the Company Plan and the Operating Partnership
Plan.

                  (r)      "Payroll Deduction Period" means the payroll period
of the applicable Employer or such other period as the Plan Administrator shall
determine; provided, however, that the first Payroll Deduction Period under the
Plan shall commence on a date determined by the Chief Financial Officer of the
applicable Employer and end on the last day of the then current payroll period
of such applicable Employer.

                  (s)      "Plan" means the Colonial Properties Trust Employee
Share Purchase Plan (which encompasses the Company Plan and the Operating
Partnership Plan), as the same may be hereafter amended from time to time.

                  (t)      "Plan Administrator" means, with respect to the
Company Plan, the Board of Trustees, the Company Committee or the designee of
either; and means, with respect to the Operating Partnership Plan, the Board of
Directors, the CPHC Committee, or the designee of either.

                  (u)      "Purchase Date" shall have the meaning set forth in
Section 9 below.

                  (v)      "Purchase Price" shall have the meaning set forth in
Section 8 below.

                  (w)      "Reporting Period" shall have the meaning set forth
in Section 10 below.

                  (x)      "Shares" means the common shares of beneficial
interest, par value $.01 per share, of the Company.

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

         2.       SHARES SUBJECT TO THE PLAN. Subject to appropriate adjustment
upon a recapitalization, reclassification, reorganization, share split, reverse
split, share dividend or other transaction or event resulting in an increase or
decrease in such Shares without receipt of consideration by the Company (which
adjustment shall be determined by the Applicable Committee, whose determination
shall be final and conclusive), the aggregate number of Shares that will be made
available for purchase by Participants under the Plan is the number of Shares
which can be purchased with the payroll deductions and reinvested dividends
elected by Participants in accordance with the terms of the Plan. The Shares
issuable under the Plan may, in the discretion of the Applicable Committee, be
purchased either directly from the Company (to the extent available) or in the
open market.

         3.       ADMINISTRATION AND INTERPRETATION. The Plan shall be
administered as follows:

                  (a)      Company Plan. The Company Plan shall be administered
by the Board of Trustees, the Company Committee or the designee of either. The
Plan Administrator 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 applicable law. The Plan Administrator
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, and shall have full power and authority to
take all such other actions and to make all such determinations not inconsistent
with the specific terms and provisions of the Company Plan that the Plan
Administrator deems to be necessary or appropriate to the administration of the
Company Plan. The interpretation and construction by the Plan Administrator of
any provision of the Company Plan shall be final and conclusive. The Plan
Administrator shall have the power and authority to delegate the duty to perform
such administrative functions as the Plan Administrator deems appropriate under
the circumstances. Any person to whom the duty to perform an administrative
function under the Company Plan is delegated by the Plan Administrator shall act
on behalf of and shall be responsible to the Plan Administrator for such
function. Neither the Board of Trustees, the Company Committee nor the designee
of either shall be liable for any action or determination made in good faith
with respect to the Company Plan.

                  (b)      Operating Partnership Plan. The Operating Partnership
Plan shall be administered by the Board of Directors, the CPHC Committee or the
designee of either. The Plan Administrator shall have such powers and
authorities related to the administration of the Operating Partnership Plan as
are consistent with the agreement of limited partnership of the Operating
Partnership and applicable law. The Plan Administrator shall have the full power
and authority (subject to any restrictions imposed by the agreement of limited
partnership of the Operating Partnership or applicable law) to take all actions
and to make all determinations required or provided for under the Operating
Partnership Plan, and shall have full power and authority to take all such other
actions and to make all such determinations not inconsistent with the specific
terms and provisions of the Operating Partnership Plan that the

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Plan Administrator deems to be necessary or appropriate to the administration of
the Operating Partnership Plan. The interpretation and construction by the Plan
Administrator of any provision of the Operating Partnership Plan shall be final
and conclusive. The Plan Administrator shall have the power and authority to
delegate the duty to perform such administrative functions as the Plan
Administrator deems appropriate under the circumstances. Any person to whom the
duty to perform an administrative function under the Operating Partnership Plan
is delegated by the Plan Administrator shall act on behalf of and shall be
responsible to the Plan Administrator for such function. Neither the Board of
Directors, the CPHC Committee, nor the designee of either shall be liable for
any action or determination made in good faith with respect to the Operating
Partnership Plan.

         4.       ELIGIBLE EMPLOYEES. Any employee of the Company may
participate in the Company Plan and any Employee of the Operating Partnership or
any of its Affiliates may participate in the Operating Partnership Plan, except
in both cases the following, who are ineligible to participate: (a) an employee
who has been employed by the Employer or any of its Affiliates for less than one
year as of the beginning of a Payroll Deduction Period; (b) an employee whose
customary employment is for less than 1,000 hours in any calendar year; (c) an
employee who has not attained the age of 19; and/or (d) an employee who, after
purchasing Shares under the Plan, would own Shares (including Shares that may be
acquired under any outstanding options) representing five percent or more of the
total combined voting power of all classes of the Company's outstanding equity
securities. The Applicable Committee may at any time in its sole discretion, if
it deems it advisable to do so, terminate the participation of the employees of
a particular Employer.

         5.       PARTICIPATION IN THE PLAN. An eligible employee may become a
Participant by completing an election to participate in the Plan on an
enrollment form provided by the Plan Administrator and submitting that
enrollment form to the Plan Administrator. Enrollment will become effective upon
the first Enrollment Date following the Plan Administrator's receipt of the
enrollment form and any related documents required by the Plan Administrator.

         6.       PAYROLL DEDUCTIONS. At the time an eligible employee submits
his or her election to participate in the Plan as provided in Section 5 above,
the employee shall elect to have deductions made from his or her pay, on each
pay day following his or her enrollment in the Plan (until he or she shall cease
to participate in the Plan) of a specified dollar amount or a whole percentage
amount of not less than one percent of Eligible Compensation which the employee
is entitled to receive on such pay day. The deductions will be credited to the
employee and held in the Company Account along with the deductions of other
Participants in the Plan. If funds held in the Company Account are to be used to
purchase newly issued Shares directly from the Company, such funds shall be
released to the Company on the Purchase Date in the month following the month in
which the applicable Payroll Deduction Period ends. If Shares are to be
purchased in the open market, all funds held in the Company Account (together
with any funds required to be contributed to the Plan by the applicable
Employer) shall, no later than the last day of the month in which the applicable
Payroll Deduction Period ends, be transferred to the Plan Administrator, who
will credit the Plan account of each Participant with the proportionate amount
of such funds to which such Participant is entitled. A Participant may increase
or decrease his or her payroll deduction percentage by completing and submitting
to the Plan Administrator a new payroll deduction authorization form, but such
change will become effective only upon the first Enrollment Date after such form
is received by the Plan Administrator. An employee may not contribute amounts to
purchase Shares under the Plan other than through payroll deductions.

         7.       DIVIDEND REINVESTMENT. Dividends paid on Shares held in a
Participant's Plan account will be reinvested in Shares pursuant to the Plan
unless the Participant elects on his or her enrollment form submitted to the
Plan Administrator to have his or her dividends transmitted to him or her.

         8.       PURCHASE PRICE. Unless otherwise determined by the Applicable
Committee, the purchase price of each Share purchased under the Plan (the
"Purchase Price") shall be (i) in the case of newly issued Shares purchased from
the Company with payroll deductions, 95% of the closing price of the Shares as
reported on the New York Stock Exchange (or such other exchange or market
quotation system that serves as the primary market for the Shares) for the
trading day immediately preceding the Purchase Date, (ii) in the case of Shares
purchased in the open market with payroll deductions, 95% of the weighted
average price per Share of all Shares purchased under the Plan in the open
market with payroll deductions for the applicable Payroll Deduction Period,
(iii) in the case of newly issued Shares purchased from the Company with
dividends reinvested pursuant to Section 7 above, the closing price of the
Shares as reported on the New York Stock Exchange (or such other exchange or
market quotation system that serves as the primary market for the Shares) for
the trading day immediately preceding the Purchase Date or (iv) in

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the case of Shares purchased in the open market with dividends reinvested
pursuant to Section 7 above, the weighted average price per Share of all Shares
purchased under the Plan in the open market with reinvested dividends for the
applicable period. If Shares are purchased in the open market with payroll
deductions, the applicable Employer shall contribute to the Plan the amounts
necessary to permit the Plan Administrator to purchase Shares on behalf of
participating employees of such Employer in accordance with the terms of the
Plan.

         9.       PURCHASE OF SHARES. Unless a Participant has given prior
written notice terminating such Participant's participation in the Plan, or his
or her participation in the Plan has otherwise been terminated as provided in
Section 14 below, the accumulated funds in or held for the Participant's account
on the first day of each month will automatically be applied in full to the
purchase of Shares at the applicable Purchase Price. If newly issued Shares are
to be purchased from the Company with payroll deductions, such Shares shall be
deemed purchased by the Plan Administrator on the first trading day of the month
following the month in which the applicable Payroll Deduction Period ended. If
newly issued Shares are to be purchased from the Company with reinvested
dividends, the Shares shall be deemed purchased by the Plan Administrator on the
date the applicable dividend is paid. The date of the Plan Administrator's
purchase of newly issued Shares with payroll deductions or reinvested dividends
shall be a "Purchase Date." If Shares are to be purchased in the open market,
the Plan Administrator shall purchase Shares as promptly as practicable, in all
events within ten trading days following the end of the month in which the
applicable Payroll Deduction Period ended or within ten days after the
applicable dividend is paid. Shares will be allocated to a Participant's
account, and such Participant will be deemed the owner of Shares purchased for
his or her account with respect to a Payroll Deduction Period or a dividend, (i)
on or promptly after the Purchase Date if such Shares are newly issued Shares
acquired from the Company, and (ii) on the last day on which a purchase of
Shares is made with respect to such Payroll Deduction Period or reinvestment of
dividends if Shares are purchased in the open market.

         10.      ACCOUNT STATEMENTS. The Plan Administrator will deliver to
each Participant a statement on a quarterly or other periodic basis (each such
quarterly or other period being referred to as a "Reporting Period"), as
determined by the Plan Administrator, reflecting information regarding such
Participant's purchases under the Plan.

         11.      ISSUANCE OF SHARE CERTIFICATES; TRANSFER RESTRICTIONS. Shares
purchased under the Plan will be held in the custody of the Plan Administrator,
or such other entity as the Plan Administrator shall designate as agent (the
"Agent"). The Agent may hold the Shares purchased under the Plan in book entry
form or in share certificates in nominee names, and may commingle Shares held in
its custody in a single account or share certificate, without identification as
to individual employees. A Participant may by written notice instruct the Plan
Administrator to have all or part of the whole Shares in his or her Plan account
reissued in the Participant's own name and have the share certificate delivered
to the Participant; provided, that share certificates representing fractional
share interests shall not be issued in a Participant's name, and in lieu thereof
a check in an amount equal to the fair market value (based on the market price
of the Shares on the New York Stock Exchange or other primary trading market on
the trading day on which the notice is processed by the Plan Administrator) of
any fractional share interest credited to the Participant's Plan account be
issued in his or her name and delivered to the Participant; provided further,
that Shares purchased for a Participant's account with payroll deductions may
not be sold, pledged, hypothecated, or otherwise transferred by such Participant
during the six months following the allocation of such Shares to the
Participant's account, other than by will, in accordance with the laws of
descent and distribution, or pursuant to a domestic relations order, and
therefore no share certificate representing any such Shares will be issued to a
Participant during such six-month period.

         12.      WITHHOLDING OF TAXES. To the extent that a Participant
realizes ordinary income in connection with a purchase of any Shares under the
Plan or a sale or other transfer of any Shares purchased under the Plan, such
Participant's Employer may withhold amounts needed to cover such taxes from any
payments otherwise due and owing to the participant or from Shares that would
otherwise be issued to the Participant hereunder.

         13.      PARTICIPATION ADJUSTMENT. If for any Payroll Deduction Period
the number of Shares that may be made available for purchase under the Plan is
insufficient to permit exercise of all rights deemed exercised by all
Participants with respect to such Payroll Deduction Period, a participation
adjustment will be made, and the number of Shares purchasable by all
Participants will be reduced proportionately. Any funds then remaining in a
Participant's account after the purchase of all purchasable Shares will be
refunded to the Participant.

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         14.      TERMINATION OF PARTICIPATION. A Participant will be refunded
all monies in his or her account, and his or her participation in the Plan will
be terminated, if: (a) the Participant elects to terminate participation in a
writing delivered to the Plan Administrator; (b) the Participant ceases to be
employed by such Participant's Employer or an Affiliate of such Employer; (c)
the Plan is terminated as provided in Section 18 below; or (d) the Participant
ceases to be eligible to participate in the Plan under Section 4 above.
Temporary disability or an approved leave of absence will not result in
termination of employment within the meaning of the Plan. As soon as practicable
following termination of a Participant's participation in the Plan, the Plan
Administrator will deliver to the Participant (i) a check representing any
uninvested contributions to which the Participant is entitled and (ii) at the
Participant's request, a share certificate representing the number of whole
Shares held in the Participant's account plus a check representing the fair
market value of any fractional share interest credited to such Participant's
account. Once terminated, participation may not be reinstated for the then
current Payroll Deduction Period, but, if otherwise eligible, the employee may
elect to participate in any subsequent Payroll Deduction Period beginning after
the next Enrollment Date.

         15.      ASSIGNMENT. No Participant may assign his or her rights to
purchase Shares under the Plan, whether voluntarily, by operation of law or
otherwise. Any payment of cash or issuance of Shares under the Plan may be made
only to the Participant's (or, in the event of the Participant's death, to the
Participant's estate). Subject to Section 11 hereof, once a share certificate
has been issued to the Participant or for his or her account, such certificate
may be assigned the same as any other share certificate.

         16.      APPLICATION OF FUNDS. All funds received or held in the
Company Account under the Plan may be used for any corporate or partnership
purpose until applied to the purchase of Shares and/or refunded to Participants.
Participants' accounts will not be segregated. Interest will not be paid on
funds held pursuant to the Plan.

         17.      NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor any
right to purchase Shares under the Plan confers upon any Participant any right
to continued employment with the Company, CPHC, the Operating Partnership or any
of their respective Affiliates, nor will an employee's participation in the Plan
restrict or interfere in any way with the right of the applicable Employer to
terminate the Participant's employment at any time.

         18.      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 Shares that have not yet been purchased under the Plan; provided, however,
that no amendment, suspension or termination shall be effective with respect to
the Operating Partnership Plan without the approval of the Board of Directors in
its capacity as general partner of the Operating Partnership. In connection with
any termination of the Company Plan or the Operating Partnership Plan, the
Applicable Committee may determine to refund all Participant contributions to
the Plan that have not yet been expended to purchase Shares. Any amendment,
termination or suspension of the Plan shall not impair any rights of
Participants with respect to Shares previously purchased for their accounts.

         19.      EFFECTIVE DATE. The Plan shall be effective as of April 24,
1997, the date of final approval of the Company Plan by the Board of Trustees
and of the Operating Partnership Plan by the Board of Directors.

         20.      PAYMENT OF PLAN EXPENSES. Each Employer will bear its
allocable share of costs of administering and carrying out the Plan.

         21.      GOVERNMENTAL REGULATION. The obligation of the Company, the
Operating Partnership, or any Affiliate of the Operating Partnership to purchase
and deliver Shares pursuant to the Plan is subject to such approval of any
governmental authority and any national securities exchange or other market
quotation system as may be required in connection with the authorization,
issuance or sale of such Shares.

         22.      SHAREHOLDER RIGHTS. The Company will deliver to each
participant who purchases Shares under the Plan, as promptly as practicable by
mail or otherwise, all notices of meetings, proxy statements, proxies and other
materials distributed by the Company to its shareholders. Any Shares held by the
Plan Administrator for a Participant's account will be voted in accordance with
the Participant's duly delivered and signed proxy instructions. There will be no
charge to Participants in connection with such notices, proxies and other
materials.

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                                      * * *

         The Colonial Properties Trust Employee Share Purchase Plan was duly
adopted and approved by the Board of Trustees of Colonial Properties Trust and
the Board of Directors of Colonial Properties Holding Company, Inc., as general
partner of Colonial Realty Limited Partnership, on April 24, 1997.

                                    /s/ Douglas B. Nunnelley
                                    ------------------------------------------
                                    Douglas B. Nunnelley
                                    Secretary

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                                  AMENDMENT TO
                            COLONIAL PROPERTIES TRUST
                          EMPLOYEE SHARE PURCHASE PLAN

         This Amendment (the "AMENDMENT") to the Colonial Properties Trust
Employee Share Purchase Plan is made effective as of January 26, 2004 by the
Board of Trustees (the "BOARD") of Colonial Properties Trust (the "Company").

         WHEREAS, the Colonial Properties Trust Employee Share Purchase Plan
(the "PLAN") was approved and adopted by the Board of Trustees of the Company on
April 24, 1997; and

         WHEREAS, the Board, in its capacity as the Board of Trustees (as
defined in the Plan) and in its capacity as the successor to the Board of
Directors (as defined in the Plan) as a result of the merger of Colonial
Properties Holding Company, Inc. into the Company (which occurred on December
31, 1998), has determined to amend the Plan to eliminate the discount provided
for the purchase price of shares under the Plan.

         NOW, THEREFORE, in accordance with Section 18 of the Plan, the Plan is
hereby amended in the following respect:

         1.       Section 6. Payroll Deductions of the Plan is hereby amended to
delete the phrase, "(together with any funds required to be contributed to the
Plan by the applicable Employer)," contained in the fourth sentence.

         2.       Section 8. Purchase Price of the Plan is hereby amended to
delete each of the following: (a) the phrase "Unless otherwise determined by the
Applicable Committee," in the first sentence, (b) the two phrases "95% of" in
the first sentence, and (c) last sentence in its entirety.

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

         4.       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 26, 2004.

                              Colonial Properties Trust

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

                              Colonial Realty Limited Partnership

                              By: Colonial Properties Trust, as general partner

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