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                                                                    EXHIBIT 10.2

                               FIFTH AMENDMENT TO
                           THIRD AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                       COLONIAL REALTY LIMITED PARTNERSHIP

                  THIS FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF COLONIAL REALTY LIMITED PARTNERSHIP (this "Fifth
Amendment" to the "Partnership Agreement"), dated as of June __, 2001, is
entered into by Colonial Properties Trust, as general partner (the "General
Partner") of Colonial Realty Limited Partnership (the "Partnership"), for itself
and on behalf of the limited partners of the Partnership (the "Limited
Partners").

                  . WHEREAS, Section 4.2.A of the Partnership Agreement
authorizes the General Partner to cause the Partnership to issue additional
Partnership Units in one or more classes or series, with such designations,
preferences and relative, participating, optional or other special rights,
powers and duties as shall be determined by the General Partner in its sole and
absolute discretion, subject to the condition that no such additional
Partnership Units shall be issued to the General Partner unless (i) the
additional Partnership Units are issued in connection with an issuance of shares
by the General Partner, which shares have designations, preferences and other
rights, substantially similar to the designations, preferences and other rights
of the additional Partnership Units issued to the General Partner and (ii) the
General Partner makes a capital contribution of an amount equal to the net
proceeds raised in connection with the issuance of such shares.

                  WHEREAS, General Partner has entered into an Underwriting
Agreement dated as of June 4, 2001, and a Terms Agreement dated as of June 4,
2001, pursuant to which Colonial Properties has agreed to issue up to 2,300,000
9.25% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest,
par value $0.01 per share (the "Series C Preferred Shares"), of Colonial
Properties;

                  WHEREAS, General Partner will make will make a capital
contribution to the Partnership of the proceeds from the issuance of the Series
C Preferred Shares in exchange for up to 2,300,000 Series C Preferred Units (as
defined below); and

                  WHEREAS, in connection with the issuance of the Series C
Preferred Shares and pursuant to the authority granted to the General Partner
pursuant to Section 4.2.A of the Partnership Agreement, the General Partner
desires to amend the Partnership Agreement (i) to establish a new class of
Units, to be entitled Series C Cumulative Redeemable Preferred Units (the
"Series C Preferred Units"), and to set forth the designations, rights, powers,
preferences and duties of such Series C Preferred Units, which are substantially
the same as those of the Series C Preferred Shares, and (ii) to make certain
other changes to the Partnership Agreement.

                  NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends the Partnership Agreement, as
follows:

                  1.       Section 4.2 of the Partnership Agreement is hereby
amended by adding after Section 4.2.F the following section:

                                    G.       Series C Preferred Units. Under the
                  authority granted to it by Section 4.2.A hereof, the General
                  Partner hereby establishes and designates as Preferred Units
                  an additional class of Partnership Units entitled "Series C
                  Cumulative Redeemable Preferred Units" (the "Series C
                  Preferred Units"). Series C Preferred Units shall have the
                  designations, preferences, rights, powers and duties as set
                  forth in Exhibit J hereto.

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                  2.       Exhibits to Partnership Agreement.

                  The Partnership Agreement is hereby amended by attaching
thereto as Exhibit J the Exhibit J attached hereto.

                  3.       Certain Capitalized Terms. All capitalized terms used
in this Fifth Amendment and not otherwise defined shall have the meanings
assigned in the Partnership Agreement. Except as modified herein, all terms and
conditions of the Partnership Agreement shall remain in full force and effect,
which terms and conditions the General Partner hereby ratifies and affirms.

                  IN WITNESS WHEREOF, the undersigned has executed this Fifth
Amendment as of the date first set forth above.

                                    COLONIAL PROPERTIES TRUST,
                                    as General Partner
                                    of Colonial Realty Limited Partnership
                                    And on behalf of existing Limited Partners

                                    By: /s/ Howard B. Nelson, Jr.
                                        ---------------------------------------
                                    Name: Howard B. Nelson, Jr.
                                    Title: Chief Financial Officer and Secretary

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                                    EXHIBIT J

             DESIGNATION OF THE PREFERENCES, RIGHTS, VOTING POWERS,
                  RESTRICTIONS, QUALIFICATIONS AND LIMITATIONS
                                     OF THE
                            SERIES C PREFERRED UNITS

         The Series C Preferred Units shall have the following designations,
preferences, rights, powers and duties:

                  (1)      Certain Defined Terms. The following capitalized
         terms used in this Exhibit I shall have the respective meanings set
         forth below:

                  "Distribution Period" means quarterly periods commencing on or
         about the first day of June, April, July and October of each year and
         ending on and including the day preceding the first day of the next
         succeeding Distribution Period (other than the initial Distribution
         Period, which shall commence on June 19, 2001 and end on September 30,
         2001, and other than the Distribution Period during which any Series C
         Preferred Units shall be redeemed pursuant to Section 4, which shall
         end on and include the date of such redemption).

                  "Fully Junior Units" shall mean the Common Units and any other
         class or series of Partnership Units now or hereafter issued and
         outstanding over which the Series C Preferred Units have a preference
         or priority in both (i) the payment of distributions and (ii) the
         distribution of assets on any liquidation, dissolution or winding up of
         the Partnership.

                  "Junior Units" shall mean the Common Units and any other class
         or series of Partnership Units now or hereafter issued and outstanding
         over which the Series C Preferred Units have a preference or priority
         in the payment of distributions or in the distribution of assets on any
         liquidation, dissolution or winding up of the Partnership.

                  "Parity Units" has the meaning ascribed thereto in Section
         6(B).

                  (2)      Distributions.

                  (A)      The General Partner, in its capacity as the holder of
         the then outstanding Series C Preferred Units, shall be entitled to
         receive out of funds legally available therefor, distributions payable
         in cash at the rate of $2.1325 per Series C Preferred Unit per year,
         payable in equal amounts of $.533125 per unit quarterly in cash on the
         last day of each March, June, September, and December or, if not a
         Business Day, the next succeeding Business Day beginning on September
         30, 2001 (each such day being hereafter called a "Quarterly
         Distribution Date"). Quarterly distributions on each Series C Preferred
         Unit shall begin to accrue and shall be fully cumulative from June 19,
         2001, whether or not (i) quarterly distributions on such Series C
         Preferred Unit are earned or declared or (ii) on any Quarterly
         Distribution Date there shall be funds legally available for the
         payment of quarterly distributions. Quarterly distributions paid on the
         Series C Preferred Units in an amount less than the total amount of
         such quarterly distributions at the time accrued and payable on such
         Partnership Units shall be allocated pro rata on a per unit basis among
         all such Series C Preferred Units. Accrued and unpaid distributions for
         any past Distribution Periods may be declared and paid at any time and
         for such interim periods, without reference to any regular Quarterly
         Distribution Date, to the General Partner, on such date as may be fixed
         by the General Partner for payment of the corresponding dividend on the
         Series C Preferred Shares. Any distribution made on the Series C
         Preferred Units shall first be credited against the earliest accrued
         but unpaid distribution due with respect to Series C Preferred Units
         which remains payable.

                  (B)      The amount of any quarterly distributions accrued on
         any Series C Preferred Units at any Quarterly Distribution Date shall
         be the amount of any unpaid quarterly distributions accumulated

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         thereon, to and including such Quarterly Distribution Date, whether or
         not earned or declared. The amount of distribution for the initial
         Distribution Period and any other Distribution Period on the Series C
         Preferred Units that represents less than a full quarter of a year
         shall be computed on the basis of a 360-day year of twelve 30-day
         months. No interest, or sum of money in lieu of interest, shall be
         payable in respect of any distribution payment or payments on the
         Series C Preferred Units that may be in arrears.

                  (C)      So long as any Series C Preferred Units are
         outstanding, no distributions, except as described in the immediately
         following sentence, shall be declared or paid or set apart for payment
         on any class or series of Parity Units for any period unless full
         cumulative distributions have been or contemporaneously are declared
         and paid or declared and a sum sufficient for the payment thereof set
         apart for such payment on the Series C Preferred Units for all
         Distribution Periods terminating on or prior to the distribution
         payment date for such class or series of Parity Units. When
         distributions are not paid in full or a sum sufficient for such payment
         is not set apart, as aforesaid, all distributions declared upon Series
         C Preferred Units and all distributions declared upon any other class
         or series of Parity Units shall be declared ratably in proportion to
         the respective amounts of distributions accumulated and unpaid on the
         Series C Preferred Units and accumulated and unpaid on such Parity
         Units.

                  (D)      So long as any Series C Preferred Units are
         outstanding, no distributions (other than distributions paid solely in
         Fully Junior Units or options, warrants or rights to subscribe for or
         purchase Fully Junior Units) shall be declared or paid or set apart for
         payment or other distribution shall be declared or made or set apart
         for payment upon Junior Units, nor shall any Junior Units be redeemed,
         purchased or otherwise acquired (other than a redemption, purchase or
         other acquisition of Class A Units made for purposes of an employee
         incentive or benefit plan of the General Partner or any subsidiary) for
         any consideration (or any moneys be paid to or made available for a
         sinking fund for the redemption of any such Junior Units) by the
         Partnership, directly or indirectly (except by conversion into or
         exchange for Fully Junior Units), unless in each case (i) the full
         cumulative distributions on all outstanding Series C Preferred Units
         and any other Parity Units of the Partnership shall have been paid or
         declared and set apart for payment for all past Distribution Periods
         with respect to the Series C Preferred Units and all past distribution
         periods with respect to such Parity Units and (ii) sufficient funds
         shall have been paid or set apart for the payment of the distribution
         for the current Distribution Period with respect to the Series C
         Preferred Units and the current distribution period with respect to
         such Parity Units.

                  (E)      No distributions on the Series C Preferred Units
         shall be paid or set apart for payment by the Partnership at such time
         as the terms and provisions of any agreement of the General Partner or
         the Partnership, including any agreement relating to indebtedness of
         either of them, prohibits such declaration, payment, or setting apart
         for payment or provides that such declaration, payment or setting apart
         for payment would constitute a breach thereof or a default thereunder,
         or if such declaration or payment shall be restricted or prohibited by
         law.

                  (F)      Except as provided herein, the Series C Preferred
         Units shall not be entitled to participate in the earnings or assets of
         the Partnership, and no interest, or sum of money in lieu of interest,
         shall be payable in respect of any distribution or distributions on the
         Series C Preferred Units which may be in arrears.

                  (3)      Liquidation Preference.

                           (A)      In the event of any liquidation, dissolution
         or winding up of the Partnership, whether voluntary or involuntary,
         before any payment or distribution of the assets of the Partnership
         shall be made to or set apart for the holders of Junior Units, the
         General Partner, in its capacity as holder of the Series C Preferred
         Units, shall be entitled to receive Twenty-Five Dollars ($25.00) (the
         "Series C Liquidation Preference") per Series C Preferred Unit plus an
         amount equal to all distributions (whether or not earned or declared)
         accrued and unpaid thereon to the date of

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         final distribution to the General Partner, in its capacity as such
         holder; but the General Partner, in its capacity as the holder of
         Series C Preferred Units shall not be entitled to any further payment
         with respect to such Series C Preferred Units. If, upon any such
         liquidation, dissolution or winding up of the Partnership, the assets
         of the Partnership, or proceeds thereof, distributable to the General
         Partner, in its capacity as the holder of Series C Preferred Units,
         shall be insufficient to pay in full the preferential amount aforesaid
         and liquidating payments on any other class or series of Parity Units,
         then such assets, or the proceeds thereof, shall be distributed among
         the General Partner, in its capacity as the holder of such Series C
         Preferred Units, and the holders of such other Parity Units ratably in
         accordance with the respective amounts that would be payable on such
         Series C Preferred Units and such other Parity Units if all amounts
         payable thereon were paid in full. For the purposes of this Section 3,
         (x) a consolidation or merger of the Partnership or the General Partner
         with one or more partnerships, limited liability companies,
         corporations, real estate investment trusts or other entities and (y) a
         sale, lease or conveyance of all or substantially all of the
         Partnership's property or business shall not be deemed to be a
         liquidation, dissolution or winding up, voluntary or involuntary, of
         the Partnership.

                           (B)      Subject to the rights of the holders of
         Partnership Units of any series or class ranking on a parity with or
         prior to the Series C Preferred Units upon any liquidation, dissolution
         or winding up of the Partnership, after payment shall have been made in
         full to the General Partner, in its capacity as the holder of the
         Series C Preferred Units, as provided in this Section 3, any other
         series or class or classes of Junior Units shall, subject to any
         respective terms and provisions applying thereto, be entitled to
         receive any and all assets remaining to be paid or distributed, and the
         General Partner, in its capacity as the holder of the Series C
         Preferred Units, shall not be entitled to share therein.

                  4.       Redemption Right.

                           (A)      Except as provided in Section 4(B), the
         Series C Preferred Units shall not be redeemable prior to June 19,
         2006. On and after June 19, 2006, the General Partner may cause the
         Partnership to redeem the Series C Preferred Units, in whole or in
         part, for cash in an amount per Series C Preferred Unit equal to the
         Series C Liquidation Preference plus accrued and unpaid distributions
         (the "Redemption Price"), in each case subject to the conditions set
         forth below.

                  (i)      The Series C Preferred Units shall be redeemed only
                           if the General Partner shall concurrently therewith
                           redeem an equivalent number of Series C Preferred
                           Shares for cash. Such redemption of Series C
                           Preferred Units shall occur substantially
                           concurrently with the redemption by the General
                           Partner of such Series C Preferred Shares (such date
                           of redemption the "Redemption Date").

                  (ii)     In the event that the General Partner redeems Series
                           C Preferred Shares for cash, the Partnership shall
                           redeem a like number of Series C Preferred Units in
                           exchange for the amount of cash that the General
                           Partner is required to pay pursuant to the terms of
                           the Series C Preferred Shares in connection with such
                           redemption.

                  (iv)     Upon any redemption of Series C Preferred Units, the
                           Partnership shall pay any accrued and unpaid
                           distributions with respect to the Series C Preferred
                           Units being redeemed for any Distribution Period
                           ending on or prior to the Redemption Date. If the
                           Redemption Date falls after a Partnership Record Date
                           and prior to the corresponding Quarterly Distribution
                           Date, then the General Partner, in its capacity as
                           the holder of the Series C Preferred Units being
                           redeemed, shall be entitled to distributions payable
                           on the corresponding Quarterly Distribution Date
                           notwithstanding the redemption of such Series C
                           Preferred Units before such Quarterly Distribution
                           Date. Except as provided above, the Partnership shall
                           make no payment or allowance for unpaid
                           distributions, whether or not in arrears, on Series C
                           Preferred Units called for redemption.

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                           (B)      In the event that the General Partner is
         required to redeem any Series C Preferred Shares pursuant to the terms
         thereof, the Partnership shall redeem an equivalent number of Series C
         Preferred Units for consideration equal to the consideration payable by
         the General Partner upon redemption of such Series C Preferred Shares.

                           (C)      The Series C Preferred Units have no stated
         maturity and will not be subject to any sinking fund or mandatory
         redemption provisions.

                  5.       Conversion. The Series C Preferred Units are not
         convertible into or exchangeable for any other property or securities
         of the Partnership.

                  6.       Ranking. Any class or series of Partnership Units
         shall be deemed to rank:

                           (A)      prior to the Series C Preferred Units, as to
         the payment of distributions and as to distribution of assets upon
         liquidation, dissolution or winding up of the Partnership, if the
         holders of such class or series of Partnership Units shall be entitled
         to the receipt of distributions or of amounts distributable upon
         liquidation, dissolution or winding up, as the case may be, in
         preference or priority to the holders of Series C Preferred Units;

                           (B)      on a parity with the Series C Preferred
         Units as to the payment of distributions and as to the distribution of
         assets upon liquidation, dissolution or winding up of the Partnership,
         whether or not the distribution rates, distribution payment dates or
         redemption or liquidation prices per Partnership Unit be different from
         those of the Series C Preferred Units, if the holders of such class or
         series of Partnership Units and the Series C Preferred Units shall be
         entitled to the receipt of distributions and of amounts distributable
         upon liquidation, dissolution or winding up in proportion to their
         respective amounts of accrued and unpaid distributions per Partnership
         Unit or liquidation preferences, without preference or priority one
         over the other ("Parity Units");

                           (C)      junior to the Series C Preferred Units, as
         to the payment of distributions or as to the distribution of assets
         upon liquidation, dissolution or winding up of the Partnership, if such
         class or series of Partnership Units shall be Junior Units; and

                           (D)      junior to the Series C Preferred Units, as
         to the payment of distributions and as to the distribution of assets
         upon liquidation, dissolution or winding up of the Partnership, if such
         class or series of Partnership Units shall be Fully Junior Units;

                  7.       Voting. Except as required by law, the General
         Partner, in its capacity as the holder of the Series C Preferred Units,
         shall not be entitled to vote at any meeting of the Partners or for any
         other purpose or otherwise to participate in any action taken by the
         Partnership or the Partners, or to receive notice of any meeting of the
         Partners.

                  8.       Restriction on Ownership. The Series C Preferred
         Units shall be owned and held solely by the General Partner.

                  9.       General. The rights of the General Partner, in its
         capacity as the holder of the Series C Preferred Units, are in addition
         to and not in limitation on any other rights or authority of the
         General Partner, in any other capacity, under the Agreement. In
         addition, nothing contained in this Exhibit J shall be deemed to limit
         or otherwise restrict any rights or authority of the General Partner
         under the Agreement, other than in its capacity as the holder of the
         Series C Preferred Units.

                                    * * * * *

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