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                                                                     EXHIBIT 4.4

                                DEPOSIT AGREEMENT

         THIS DEPOSIT AGREEMENT, dated as of April 30, 2003 (this "Deposit
Agreement"), is entered into by and among COLONIAL PROPERTIES TRUST, an Alabama
real estate investment trust, EQUISERVE TRUST COMPANY, N.A., a national banking
association, EQUISERVE, INC., a Delaware corporation, and all holders from time
to time of Receipts (as hereinafter defined) issued hereunder. EquiServe Trust
Company, N.A., and EquiServe, Inc. may be referred to individually and
collectively herein as "Depositary."

                                   WITNESSETH:

         WHEREAS, it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of the Company's Preferred Shares (as
hereinafter defined) with the Depositary for the purposes set forth in this
Deposit Agreement and for the issuance hereunder of the Receipts evidencing
Depositary Shares representing a fractional interest in the Preferred Shares
deposited; and

         WHEREAS, the Receipts are to be substantially in the form of Exhibit A
annexed to this Deposit Agreement, with appropriate insertions, modifications
and omissions, as hereinafter provided in this Deposit Agreement;

         NOW, THEREFORE, in consideration of the premises contained herein, it
is agreed by and among the parties hereto as follows:

                                   ARTICLE I

                                  DEFINITIONS

The following definitions shall apply to the respective terms (in the singular
and plural forms of such terms) used in this Deposit Agreement and the Receipts:

         SECTION 1.01. "Aggregate Ownership Limit" shall have the meaning set
forth in Section 6.7(a)(3) of the Company's Declaration of Trust.

         SECTION 1.02. "Articles Supplementary" shall mean the Articles
Supplementary Classifying 500,000 Preferred Shares as 8 1/8% Series D Cumulative
Redeemable Preferred Shares of Beneficial Interest, par value $.01 per share,
filed with the Office of the Judge of Probate of Jefferson County, Alabama
establishing the Preferred Shares as a series of Preferred Shares of the
Company.

         SECTION 1.03. "Common Shares" shall mean the Company's common shares of
beneficial interest, par value $.01 per share.

         SECTION 1.04. "Company" shall mean Colonial Properties Trust, an
Alabama real estate investment trust, and its successors.

         SECTION 1.05. "Corporate Office" shall mean the corporate office of the
Depositary at which at any particular time its business in respect of matters
governed by this Deposit Agreement shall be administered, which at the date of
this Deposit Agreement is located at 150 Royall Street, Mail Stop: 45-02-62,
Canton, Massachusetts 02021, Attn: Client Administration.

         SECTION 1.06. "Declaration of Trust" shall mean the Declaration of
Trust of the Company, as amended and supplemented from time to time.

         SECTION 1.07. "Deposit Agreement" shall mean this agreement, as the
same may be amended, modified or supplemented from time to time.

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         SECTION 1.08. "Depositary" shall mean EquiServe Trust Company, N.A.,
and EquiServe, Inc., in each case a company or corporation having its principal
office in the United States, and any successor as depositary hereunder.

         SECTION 1.09. "Depositary Share" shall mean a fractional interest equal
to 1/10 of one Preferred Share deposited with the Depositary hereunder and the
same proportionate interest in any and all other property received by the
Depositary in respect of such Preferred Share and held under this Deposit
Agreement, all as evidenced by the Receipts issued hereunder. Subject to the
terms of this Deposit Agreement, each owner of a Depositary Share is entitled,
proportionately, to all the rights, preferences and privileges of the Preferred
Share represented by such Depositary Share, including the dividend and
distribution, voting, redemption and liquidation rights contained in the
Articles Supplementary.

         SECTION 1.10. "Depositary's Agent" shall mean one or more agents
appointed by the Depositary as provided, and for the purposes specified, in
Section 7.05.

         SECTION 1.11. "Preferred Shares" shall mean the Company's 8 1/8% Series
D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01
per share, heretofore validly issued, fully paid and nonassessable.

         SECTION 1.12. "Preferred Shares Ownership Limit" shall have the meaning
set forth in Section 6.7(a)(14) of the Company's Declaration of Trust.

         SECTION 1.13. "Receipt" shall mean a Depositary Receipt issued
hereunder to evidence one or more Depositary Shares, whether in definitive or
temporary form, substantially in the form set forth as Exhibit A hereto.

         SECTION 1.14. "record date" shall mean the date fixed pursuant to
Section 4.04.

         SECTION 1.15. "record holder" or "holder" as applied to a Receipt shall
mean the person in whose name a Receipt is registered on the books maintained by
the Depositary for such purpose.

         SECTION 1.16. "Registrar" shall mean EquiServe Trust Company, N.A.,
EquiServe, Inc. or any bank or trust company appointed to register ownership and
transfers of Receipts or the deposited Preferred Shares, as the case may be, as
herein provided.

         SECTION 1.17. "Securities Act" shall mean the Securities Act of 1933,
as amended.

         SECTION 1.18. "Transfer Agent" shall mean EquiServe Trust Company,
N.A., EquiServe, Inc. or any bank or trust company appointed to transfer the
Receipts or the deposited Preferred Shares, as the case may be, as herein
provided.

                                   ARTICLE II

            FORM OF RECEIPTS, DEPOSIT OF PREFERRED SHARES, EXECUTION
          AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS

         SECTION 2.01. Form and Transferability of Receipts. Definitive Receipts
shall be engraved or printed or lithographed with steel-engraved borders and
underlying tint and shall be substantially in the form set forth in Exhibit A
annexed to this Deposit Agreement, with appropriate insertions, modifications
and omissions, as hereinafter provided. Pending the preparation of definitive
Receipts, the Depositary, upon the written order of the Company, delivered in
compliance with Section 2.02, shall execute and deliver temporary Receipts which
may be printed, lithographed, typewritten, mimeographed or otherwise
substantially of the tenor of the definitive Receipts in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the persons executing such Receipts may determine, as evidenced by
their execution of such Receipts. If temporary Receipts are issued, the Company
and the Depositary will cause definitive Receipts to be prepared without
unreasonable delay. After the preparation of definitive Receipts, the temporary
Receipts shall be exchangeable for definitive Receipts upon

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surrender of the temporary Receipts at the Corporate Office or such other
offices, if any, as the Depositary may designate, without charge to the holder.
Upon surrender for cancellation of any one or more temporary Receipts, the
Depositary shall execute and deliver in exchange therefor definitive Receipts
representing the same number of Depositary Shares as are represented by the
surrendered temporary Receipt or Receipts, and the Depositary shall cancel such
surrendered temporary Receipts. Such exchange and cancellation shall be made at
the Company's expense and without any charge therefor. Until so exchanged, the
temporary Receipts shall in all respects be entitled to the same benefits under
this Deposit Agreement, and with respect to the Preferred Shares deposited, as
definitive Receipts.

         Receipts shall be executed by the Depositary by the manual or facsimile
signature of a duly authorized signatory of the Depositary, provided that if a
Registrar (other than the Depositary) shall have been appointed then such
Receipts shall also be countersigned by manual signature of a duly authorized
signatory of the Registrar. No Receipt shall be entitled to any benefits under
this Deposit Agreement or be valid or obligatory for any purpose unless it shall
have been executed as provided in the preceding sentence. The Depositary shall
record on its books each Receipt executed as provided above and delivered as
hereinafter provided.

         Except as the Depositary may otherwise determine, Receipts shall be in
denominations of any number of whole Depositary Shares. All Receipts shall be
dated the date of their issuance.

         Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Company or to comply with any
applicable law or regulation or with the rules and regulations of any securities
exchange or interdealer quotation system upon which the Preferred Shares, the
Depositary Shares or the Receipts may be listed or quoted or to conform with any
usage with respect thereto, or to indicate any special limitations or
restrictions to which any particular Receipts are subject, in each case as
directed by the Company.

         Title to any Receipt (and to the Depositary Shares evidenced by such
Receipt) that is properly endorsed or accompanied by a properly executed
instrument of transfer or endorsement shall be transferable by delivery with the
same effect as in the case of a negotiable instrument; provided, however, that
until a Receipt shall be transferred on the books of the Depositary as provided
in Section 2.04, the Depositary may, notwithstanding any notice to the contrary,
treat the record holder thereof at such time as the absolute owner thereof for
the purpose of determining the person entitled to distribution of dividends or
other distributions, the exercise of any redemption or voting rights or to any
notice provided for in this Deposit Agreement and for all other purposes.

         SECTION 2.02. Deposit of Preferred Shares; Execution and Delivery of
Receipts in Respect Thereof. Concurrently with the execution of this Deposit
Agreement, the Company is delivering to the Depositary a certificate or
certificates, registered in the name of the Depositary and evidencing 500,000
Preferred Shares, and from time to time the Company shall deliver to the
Depositary such additional certificate or certificates evidencing additional
Preferred Shares, in each case properly endorsed or accompanied, if required by
the Depositary, by a duly executed instrument of transfer or endorsement, in
form satisfactory to the Depositary, together with (i) all such certifications
as may be required by the Depositary in accordance with the provisions of this
Deposit Agreement, including the resolutions of the Board of Directors of the
Company, as certified by the Secretary or any Assistant Secretary of the Company
on the date hereof as being complete, accurate and in effect, relating to
issuance and sale of the Preferred Shares, (ii) a reliance letter of counsel to
the Company permitting the Depositary to rely on such counsel's opinions
relating to (A) the existence and good standing of the Company, (B) the due
authorization of the Depositary Shares and the status of the Preferred Shares
represented by the Depositary Shares as validly issued, fully paid and
non-assessable, and (C) the effectiveness under the Securities Act of the
registration statement relating to the Depositary Shares, and (iii) a written
letter of instruction of the Company directing the Depositary to execute and
deliver to, or upon the written order of, the person or persons stated in such
order a Receipt or Receipts for the Depositary Shares representing such
deposited Preferred Shares. The Depositary acknowledges receipt of the deposited
Preferred Shares and related documentation and agrees to hold such deposited
Preferred Shares in an account to be established by the Depositary at the
Corporate Office or at such other office as the Depositary shall determine. The
Company hereby appoints the Depositary as the Registrar and Transfer Agent for
the Preferred Shares deposited hereunder and the Depositary hereby accepts such
appointment and, as such, will reflect changes in the number of shares
(including any fractional shares) of deposited Preferred Shares held by it by
notation, book-entry or other appropriate method.

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         If required by the Depositary, Preferred Shares presented for deposit
by the Company at any time, whether or not the register of shareholders of the
Company is closed, shall also be accompanied by an agreement or assignment, or
other instrument satisfactory to the Depositary, that will provide for the
prompt transfer to the Depositary or its nominee of any distribution or right to
subscribe for additional Preferred Shares or to receive other property that any
person in whose name the Preferred Shares are or have been registered may
thereafter receive upon or in respect of such deposited Preferred Shares, or in
lieu thereof such agreement of indemnity or other agreement as shall be
satisfactory to the Depositary.

         Upon receipt by the Depositary of a certificate or certificates for
Preferred Shares deposited hereunder, together with the other documents
specified above, and upon registering such Preferred Shares in the name of the
Depositary, the Depositary, subject to the terms and conditions of this Deposit
Agreement, shall execute and deliver to, or upon the order of, the person or
persons named in the written order delivered to the Depositary referred to in
the first paragraph of this Section 2.02, a Receipt or Receipts for the number
of whole Depositary Shares representing the Preferred Shares so deposited and
registered in such name or names as may be requested by such person or persons.
The Depositary shall execute and deliver such Receipt or Receipts at the
Corporate Office, except that, at the request, risk and expense of any person
requesting such delivery, such delivery may be made at such other place as may
be designated by such person.

         Other than in the case of splits, combinations or other
reclassifications affecting the Preferred Shares, or in the case of dividends or
other distributions of Preferred Shares, if any, there shall be deposited
hereunder not more than the number of shares constituting the Preferred Shares
as set forth in the Articles Supplementary, as such may be amended.

         The Company shall deliver to the Depositary from time to time such
quantities of Receipts as the Depositary may request to enable the Depositary to
perform its obligations under this Deposit Agreement.

         SECTION 2.03. Optional Redemption of Preferred Shares for Cash.
Whenever the Company shall elect to redeem deposited Preferred Shares for cash
in accordance with the provisions of the Articles Supplementary, it shall
(unless otherwise agreed in writing with the Depositary) give the Depositary not
less than 30 days' prior written notice of the date of such proposed redemption
and of the number of such Preferred Shares held by the Depositary to be redeemed
and the applicable redemption price, as set forth in the Articles Supplementary,
plus the amount, if any, of accrued and unpaid dividends thereon ending on or
prior to the date fixed for redemption. The Depositary shall mail, first-class
postage prepaid, notice of the redemption of Preferred Shares and the proposed
simultaneous redemption of the Depositary Shares representing the Preferred
Shares to be redeemed, not less than 30 nor more than 60 days prior to the date
fixed for redemption of such Preferred Shares and Depositary Shares (the
"redemption date"), to the record holders of the Receipts evidencing the
Depositary Shares to be so redeemed, at the addresses of such holders as the
same appear on the records of the Depositary. No failure to give such notice or
any defect thereto or in the mailing thereof shall affect the sufficiency of
notice or validity of the proceedings for redemption except as to a holder to
whom notice was defective or not given. A redemption notice which has been
mailed in the manner provided herein shall be conclusively presumed to have been
duly given on the date mailed whether or not the holder received the redemption
notice. The Company shall provide the Depositary with such notice, and each such
notice shall state: (i) the redemption date; (ii) the redemption price per
Depositary Share (as set forth below), plus the amount, if any, of accrued and
unpaid dividends thereon ending on or prior to the redemption date; (iii) the
number of deposited Preferred Shares and Depositary Shares to be redeemed; (iv)
if fewer than all the Depositary Shares held by any holder are to be redeemed,
the number of such Depositary Shares held by such holder to be so redeemed; (v)
the place or places where Receipts evidencing the Depositary Shares to be
redeemed are to be surrendered for payment of the redemption price; and (vi)
that from and after the redemption date dividends in respect of the Preferred
Shares represented by the Depositary Shares to be redeemed will cease to accrue.
If fewer than all of the outstanding Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed shall be redeemed pro rata or by any other
equitable method determined by the Company that will not result in a violation
of either the Preferred Shares Ownership Limit or the Aggregate Ownership Limit.

         In the event that notice of redemption has been made as described in
the immediately preceding paragraph and the Company shall then have paid or
caused to be paid in full to EquiServe, Inc. the redemption price (determined
pursuant to the Articles Supplementary) of the Preferred Shares deposited with
EquiServe, Inc. to be redeemed, plus any accrued and unpaid dividends thereon
ending on or prior to the redemption date, the Depositary shall redeem the

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number of Depositary Shares representing such Preferred Shares so called for
redemption by the Company and from and after the redemption date (unless the
Company shall have failed to pay for the Preferred Shares to be redeemed by it
as set forth in the Company's notice provided for in the preceding paragraph),
all dividends in respect of the Preferred Shares called for redemption shall
cease to accrue, the Depositary Shares called for redemption shall be deemed no
longer to be outstanding and all rights of the holders of Receipts evidencing
such Depositary Shares (except the right to receive the redemption price, plus
any accrued and unpaid dividends thereon ending on or prior to the redemption
date) shall, to the extent of such Depositary Shares, cease and terminate. Upon
surrender in accordance with said notice of the Receipts evidencing such
Depositary Shares (properly endorsed or assigned for transfer, if the Depositary
or applicable law shall so require), such Depositary Shares shall be redeemed at
a redemption price of $25.00 per Depositary Share, plus all accrued and unpaid
dividends, if any, thereon ending on or prior to the redemption date. The
foregoing shall be further subject to the terms and conditions of the Articles
Supplementary. In the event of any conflict between the provisions of this
Deposit Agreement and the provisions of the Articles Supplementary, the
provisions of the Articles Supplementary will govern and the Company will
instruct the Depositary accordingly.

         If fewer than all of the Depositary Shares evidenced by a Receipt are
called for redemption, EquiServe, Inc. will deliver to the holder of such
Receipt upon its surrender to the Depositary, together with payment of the
redemption price for and all other amounts payable in respect of the Depositary
Shares called for redemption, a new Receipt evidencing such holder's Depositary
Shares evidenced by such prior Receipt that are not called for redemption.

         The Company acknowledges that the bank accounts maintained by
EquiServe, Inc. in connection with the performance of the services described
herein will be in the name of EquiServe, Inc. and that EquiServe, Inc. may
receive investment earnings in connection with the investment at the risk and
for the benefit of EquiServe, Inc. of funds held in those accounts from time to
time.

         SECTION 2.04. Registration of Transfers of Receipts. The Company hereby
appoints the Depositary as the Registrar and Transfer Agent for the Receipts and
the Depositary hereby accepts such appointment and, as such, shall register on
its books from time to time transfers of Receipts upon any surrender thereof by
the holder in person or by a duly authorized attorney, agent or representative
properly endorsed or accompanied by a properly executed instrument of transfer
or endorsement, and including a guarantee of the signature thereon by a
participant in a signature guarantee medallion program approved by the
Securities Transfer Association (a "Signature Guarantee"), together with
evidence of the payment of any transfer taxes as may be required by applicable
law. Upon such surrender, the Depositary shall execute a new Receipt or Receipts
and deliver the same to or upon the order of the person entitled thereto
evidencing the same aggregate number of Depositary Shares evidenced by the
Receipt or Receipts surrendered.

         SECTION 2.05. Combinations and Split-ups of Receipts. Upon surrender of
a Receipt or Receipts at the Corporate Office or such other office as the
Depositary may designate for the purpose of effecting a split-up or combination
of Receipts, subject to the terms and conditions of this Deposit Agreement, the
Depositary shall execute and deliver a new Receipt or Receipts in the authorized
denominations requested evidencing the same aggregate number of Depositary
Shares evidenced by the Receipt or Receipts surrendered.

         SECTION 2.06. Surrender of Receipts and Withdrawal of Preferred Shares.
Any holder of a Receipt or Receipts may withdraw any or all of the deposited
Preferred Shares represented by the Depositary Shares evidenced by such Receipt
or Receipts and all money and other property, if any, represented by such
Depositary Shares by surrendering such Receipt or Receipts at the Corporate
Office or at such other office as the Depositary may designate for such
withdrawals. After such surrender, without unreasonable delay, the Depositary
shall deliver to such holder, or to the person or persons designated by such
holder as hereinafter provided, the number of whole or fractional Preferred
Shares and all such money and other property, if any, represented by the
Depositary Shares evidenced by the Receipt or Receipts so surrendered for
withdrawal, but holders of such whole or fractional Preferred Shares will not
thereafter be entitled to deposit such Preferred Shares hereunder or to receive
Depositary Shares therefor. If the Receipt or Receipts delivered by the holder
to the Depositary in connection with such withdrawal shall evidence a number of
Depositary Shares in excess of the number of Depositary Shares representing the
number of whole or fractional deposited Preferred Shares to be withdrawn, the
Depositary shall at the same time, in addition to such number of whole or
fractional Preferred Shares and such money and other property, if any, to be
withdrawn, deliver to such holder, or

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(subject to Section 2.04) upon his order, a new Receipt or Receipts evidencing
such excess number of Depositary Shares. Delivery of such Preferred Shares and
such money and other property being withdrawn may be made by the delivery of
such certificates, documents of title and other instruments as the Depositary
may deem appropriate, which, if required by the Depositary, shall be properly
endorsed or accompanied by a properly executed instrument of transfer or
endorsement.

         If the deposited Preferred Shares and the money and other property
being withdrawn are to be delivered to a person or persons other than the record
holder of the Receipt or Receipts being surrendered for withdrawal of Preferred
Shares, such holder shall execute and deliver to the Depositary a written order
so directing the Depositary and the Depositary may require that the Receipt or
Receipts surrendered by such holder for withdrawal of such Preferred Shares be
properly endorsed in blank or accompanied by a properly executed instrument of
transfer or endorsement in blank with a Signature Guarantee.

         The Depositary shall deliver the deposited Preferred Shares and
EquiServe, Inc. shall deliver the money and other property, if any, represented
by the Depositary Shares evidenced by Receipts surrendered for withdrawal at the
Corporate Office, except that, at the request, risk and expense of the holder
surrendering such Receipt or Receipts and for the account of the holder thereof,
such delivery may be made at such other place as may be designated by such
holder.

         SECTION 2.07. Limitations on Execution and Delivery, Transfer,
Split-up, Combination, Surrender and Exchange of Receipts. As a condition
precedent to the execution and delivery, transfer, split-up, combination,
surrender or exchange of any Receipt, the Depositary, any of the Depositary's
Agents or the Company may require any or all of the following: (i) payment to it
of a sum sufficient for the payment (or, in the event that the Depositary or the
Company shall have made such payment, the reimbursement to it) of any tax or
other governmental charge with respect thereto (including any such tax or charge
with respect to the Preferred Shares being deposited or withdrawn); (ii) the
production of proof satisfactory to it as to the identity and genuineness of any
signature (or the authority of any signature), including a Signature Guarantee;
and (iii) compliance with such regulations, if any, as the Depositary or the
Company may establish consistent with the provisions of this Deposit Agreement
as may be required by any securities exchange upon which the deposited Preferred
Shares, the Depositary Shares or the Receipts may be included for quotation or
listed.

         The deposit of Preferred Shares may be refused, the delivery of
Receipts against Preferred Shares may be suspended, the transfer of Receipts may
be refused, and the transfer, split-up, combination, surrender, exchange or
redemption of outstanding Receipts may be suspended (i) during any period when
the register of shareholders of the Company is closed or (ii) if any such action
is deemed reasonably necessary or advisable by the Depositary, any of the
Depositary's Agents or the Company at any time or from time to time because of
any requirement of applicable law or of any government or governmental body or
commission, or under any provision of this Deposit Agreement; provided, however,
that the Depositary and the Depositary's Agents shall first notify the Company
prior to making such determination.

         SECTION 2.08. Lost Receipts, etc. In case any Receipt shall be
mutilated or destroyed or lost or stolen, the Depositary in its discretion may
execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt or in lieu of and in substitution for
such destroyed, lost or stolen Receipt, provided that the holder thereof
provides the Depositary with (i) evidence reasonably satisfactory to the
Depositary of such destruction, loss or theft of such Receipt, of the
authenticity thereof and of his ownership thereof and (ii) reasonable
indemnification and the provision of an open penalty surety bond, in each case
satisfactory to the Depositary and the Company and holding the Depositary and
the Company harmless.

         SECTION 2.09. Cancellation and Destruction of Surrendered Receipts. All
Receipts surrendered to the Depositary or any Depositary's Agent shall be
cancelled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy such Receipts so cancelled.

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                                  ARTICLE III

           CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

         SECTION 3.01. Filing Proofs, Certificates and Other Information. Any
person presenting Preferred Shares for deposit or any holder of a Receipt may be
required from time to time to file such proof of residence or other information,
to execute such certificates and to make such representations and warranties as
the Depositary or the Company may reasonably deem necessary or proper. The
Depositary or the Company may withhold or delay the delivery of any Receipt, the
transfer, redemption or exchange of any Receipt, the withdrawal of the deposited
Preferred Shares represented by the Depositary Shares evidenced by any Receipt,
the distribution of any dividend or other distribution or the sale of any rights
or of the proceeds thereof, until such proof or other information is filed, such
certificates are executed or such representations and warranties are made.

         SECTION 3.02. Payment of Fees and Expenses. Holders of Receipts shall
be obligated to make payments to the Depositary of certain fees and expenses, as
provided in Section 5.09, or provide evidence reasonably satisfactory to the
Depositary that such fees and expenses have been paid. Until such payment is
made, transfer of any Receipt or any withdrawal of the Preferred Shares or money
or other property, if any, represented by the Depositary Shares evidenced by
such Receipt may be refused, any dividend or other distribution may be withheld,
and any part or all of the Preferred Shares or other property represented by the
Depositary Shares evidenced by such Receipt may be sold for the account of the
holder thereof (after attempting by reasonable means to notify such holder a
reasonable number of days prior to such sale). Any dividend or other
distribution so withheld and the proceeds of any such sale may be applied to any
payment of such fees or expenses, the holder of such Receipt remaining liable
for any deficiency.

         SECTION 3.03. Representations and Warranties as to Preferred Shares. In
the case of the initial deposit of the Preferred Shares hereunder, the Company
and, in the case of any subsequent deposits thereof permitted hereunder, each
person so depositing Preferred Shares under this Deposit Agreement shall be
deemed thereby to represent and warrant that such Preferred Shares and each
certificate therefor are valid and that the person making such deposit is duly
authorized to do so. The Company hereby further represents and warrants that
such Preferred Shares, when issued, will be validly issued, fully paid and
non-assessable. Such representations and warranties shall survive the deposit of
the Preferred Shares and the issuance of Receipts.

         SECTION 3.04. Representation and Warranty as to Receipts and Depositary
Shares. The Company hereby represents and warrants that the Receipts, when
issued, will evidence legal and valid interests in the Depositary Shares and
each Depositary Share will represent a legal and valid 1/10 fractional interest
in one deposited Preferred Share. Such representation and warranty shall survive
the deposit of the Preferred Shares and the issuance of Receipts evidencing the
Depositary Shares.

                                   ARTICLE IV

                          THE PREFERRED SHARES; NOTICES

         SECTION 4.01. Dividends and Other Cash Distributions. Whenever
EquiServe, Inc. shall receive any cash dividend or other cash distributions on
the deposited Preferred Shares, including any cash received upon redemption of
any Preferred Shares pursuant to Section 2.03, EquiServe, Inc. shall, subject to
Section 3.02, distribute to record holders of Receipts on the record date fixed
pursuant to Section 4.04 (if applicable) such amounts of such sum as are in
proportion to the respective numbers of Depositary Shares evidenced by the
Receipts held by such holders; provided, however, that, in case the Company or
EquiServe, Inc. shall be required by law to withhold and shall withhold from any
cash dividend or other cash distribution in respect of the Preferred Shares an
amount on account of taxes or as otherwise required by law, regulation or court
process, the amount made available for distribution or distributed in respect of
Depositary Shares or Receipts, as applicable, shall be reduced accordingly.
EquiServe, Inc. shall distribute or make available for distribution, as the case
may be, only such amount, however, as can be distributed without attributing to
any holder of Receipts a fraction of one cent, and any balance not so
distributable shall be held by EquiServe, Inc. (without liability for interest
thereon) and shall be added to and be treated as part of the next sum received
by EquiServe, Inc. for distribution to record holders of Receipts then
outstanding.

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         SECTION 4.02. Distributions Other Than Cash. Whenever the Depositary
shall receive any dividend or other distribution other than cash on the
deposited Preferred Shares, the Depositary shall, subject to Section 3.02,
distribute to record holders of Receipts on the record date fixed pursuant to
Section 4.04 such amounts of the securities or property received by it as are in
proportion to the respective numbers of Depositary Shares evidenced by the
Receipts held by such holders, in any manner that the Depositary and the Company
may deem equitable and practicable for accomplishing such distribution. If, in
the opinion of the Depositary after consultation with the Company, such
distribution cannot be made proportionately among such record holders, or if for
any other reason (including any requirement that the Company or the Depositary
withhold an amount on account of taxes) the Depositary deems, after consultation
with the Company, such distribution not to be feasible, the Depositary may, with
the approval of the Company, adopt such method as it deems equitable and
practicable for the purpose of effecting such distribution, including the sale
(at public or private sale) of the securities or property thus received, or any
part thereof, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall, subject to Section 3.02, be distributed
or made available for distribution, as the case may be, by the Depositary to
record holders of Receipts as provided by Section 4.01 in the case of a
distribution received in cash. The Company shall not make any distribution of
such securities or property to the holders of Receipts unless the Company shall
have provided to the Depositary an opinion of counsel stating that such
securities or property have been registered under the Securities Act or do not
need to be registered in order to be freely transferable.

         SECTION 4.03. Subscription Rights, Preferences or Privileges. If the
Company shall at any time offer or cause to be offered to the persons in whose
names deposited Preferred Shares are registered on the books of the Company any
rights, preferences or privileges to subscribe for or to purchase any securities
or any rights, preferences or privileges of any other nature, the offering of
such rights, preferences or privileges shall in each such instance be
communicated to the Depositary and thereafter made available by the Depositary
to the record holders of Receipts in such manner as the Company shall instruct
(including by the issue to such record holders of warrants representing such
rights, preferences or privileges); provided, however, that (i) if at the time
of issue or offer of any such rights, preferences or privileges the Company
determines upon advice of its legal counsel that it is not lawful or feasible to
make such rights, preferences or privileges available to the holders of Receipts
(by the issue of warrants or otherwise) or (ii) if and to the extent instructed
by holders of Receipts who do not desire to exercise such rights, preferences or
privileges, the Depositary shall then, if so instructed by the Company, and if
applicable laws or the terms of such rights, preferences or privileges so
permit, sell such rights, preferences or privileges of such holders at public or
private sale, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall, subject to Section 3.01 and Section
3.02, be distributed by EquiServe, Inc. to the record holders of Receipts
entitled thereto as provided by Section 4.01 in the case of a distribution
received in cash. The Company shall not make any distribution of such rights,
preferences or privileges, unless the Company shall have provided to the
Depositary an opinion of counsel stating that such rights, preferences or
privileges have been registered under the Securities Act or do not need to be
registered in order to be freely transferable.

         If registration under the Securities Act of the securities to which any
rights, preferences or privileges relate is required in order for holders of
Receipts to be offered or sold the securities to which such rights, preferences
or privileges relate, the Company agrees that it will promptly file a
registration statement pursuant to the Securities Act with respect to such
rights, preferences or privileges and securities and use its reasonable best
efforts and take all steps available to it to cause such registration statement
to become effective sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such holders to exercise such rights,
preferences or privileges. In no event shall the Depositary make available to
the holders of Receipts any right, preference or privilege to subscribe for or
to purchase any securities unless and until such a registration statement shall
have become effective or unless the offering and sale of such securities to such
holders are exempt from registration under the provisions of the Securities Act
and the Company shall have provided to the Depositary an opinion of counsel to
such effect.

         If any other action under the law of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in
order for such rights, preferences or privileges to be made available to holders
of Receipts, the Company agrees to use its reasonable best efforts to take such
action or obtain such authorization, consent or permit sufficiently in advance
of the expiration of such rights, preferences or privileges to enable such
holders to exercise such rights, preferences or privileges.

         SECTION 4.04. Notice of Distributions; Fixing of Record Date for
Holders of Receipts. Whenever any cash dividend or other cash distributions
shall become payable, any distribution other than cash shall be made, or

                                      A-8
<PAGE>

any rights, preferences or privileges shall at any time be offered, with respect
to the deposited Preferred Shares, or whenever the Depositary shall receive
notice of (i) any meeting at which holders of such Preferred Shares are entitled
to vote or of which holders of such Preferred Shares are entitled to notice or
(ii) any election on the part of the Company to redeem any such Preferred
Shares, the Depositary shall in each such instance fix a record date (which
shall be the same date as the record date, if any, fixed by the Company with
respect to the Preferred Shares) for the determination of the holders of
Receipts (a) who shall be entitled to receive such dividend, distribution,
rights, preferences or privileges or the net proceeds of the sale thereof, (b)
who shall be entitled to give instructions for the exercise of voting rights at
any such meeting or to receive notice of such meeting or (c) whose Depositary
Shares are to be so redeemed.

         SECTION 4.05. Voting Rights. Upon receipt of notice of any meeting at
which the holders of deposited Preferred Shares are entitled to vote, the
Depositary shall, as soon as practicable thereafter, mail to the record holders
of Receipts a notice, which shall be provided by the Company and which shall
contain (i) such information as is contained in such notice of meeting, (ii) a
statement that the holders of Receipts at the close of business on a specified
record date fixed pursuant to Section 4.04 will be entitled, subject to any
applicable provision of law, to instruct the Depositary as to the exercise of
the voting rights pertaining to the amount of Preferred Shares represented by
their respective Depositary Shares and (iii) a brief statement as to the manner
in which such instructions may be given. Upon the written request of a holder of
a Receipt on such record date, the Depositary shall vote or cause to be voted
the amount of Preferred Shares represented by the Depositary Shares evidenced by
such Receipt in accordance with the instructions set forth in such request. To
the extent any such instructions request the voting of a fractional interest of
a deposited Preferred Share, the Depositary shall aggregate such interest with
all other fractional interests resulting from requests with the same voting
instructions and shall vote the number of whole votes resulting from such
aggregation in accordance with the instructions received in such requests. Each
Preferred Share is entitled to 10 votes and, accordingly, each Depositary Share
is entitled to one vote. The Company hereby agrees to take all reasonable action
that may be deemed necessary by the Depositary in order to enable the Depositary
to vote such Preferred Shares or cause such Preferred Shares to be voted. In the
absence of specific instructions from the holder of a Receipt, the Depositary
will abstain from voting to the extent of the Preferred Shares represented by
the Depositary Shares evidenced by such Receipt. The Depositary shall not be
required to exercise discretion in voting any Preferred Shares represented by
the Depositary Shares evidenced by such Receipt.

         SECTION 4.06. Changes Affecting Preferred Shares and Reclassifications,
Recapitalizations, etc. Upon any change in par or stated value, split-up,
combination or any other reclassification of Preferred Shares, or upon any
recapitalization, reorganization, merger, amalgamation or consolidation
affecting the Company or to which it is a party or sale of all or substantially
all of the Company's assets, the Depositary shall, upon the instructions of the
Company, (i) make such adjustments in (a) the fraction of an interest
represented by one Depositary Share in one Preferred Share and (b) the ratio of
the redemption price per Depositary Share to the redemption price of a Preferred
Share, in each case as may be required by or as is consistent with the
provisions of the Articles Supplementary to fully reflect the effects of such
change in liquidation preference, split-up, combination or other
reclassification of shares, or of such recapitalization, reorganization, merger,
amalgamation, consolidation or sale of all or substantially all of the Company's
assets and (ii) treat any shares or other securities or property (including
cash) that shall be received by the Depositary in exchange for or in respect of
the Preferred Shares as new deposited property under this Deposit Agreement, and
Receipts then outstanding shall thenceforth represent the proportionate
interests of holders thereof in the new deposited property so received in
exchange for or in respect of such Preferred Shares. In any such case the
Depositary may, in its discretion, with the approval of the Company, execute and
deliver additional Receipts, or may call for the surrender of all outstanding
Receipts to be exchanged for new Receipts specifically describing such new
deposited property. Anything to the contrary herein notwithstanding, holders of
Receipts shall have the right from and after the effective date of any such
change in par or stated value, split-up, combination or other reclassification
of the Preferred Shares or any such recapitalization, reorganization, merger,
amalgamation or consolidation or sale of all or substantially all of the
Company's assets to surrender such Receipts to the Depositary with instructions
to exchange or surrender the Preferred Shares represented thereby only into or
for, as the case may be, the kind and amount of shares and other securities and
property and cash for which such Preferred Shares might have been exchanged or
surrendered immediately prior to the effective date of such transaction, subject
to any subsequent change in par or stated value, split-up, combination or other
reclassification or any subsequent recapitalization, reorganization, merger,
amalgamation or consolidation or sale of substantially all the assets. The
Company shall cause effective provision to be made in the charter of the
resulting or surviving corporation (if other than the Company) for protection of
such rights as may be applicable upon exchange of the deposited Preferred Shares
for securities or property or cash of the

                                      A-9
<PAGE>

surviving corporation in connection with the transactions set forth above. The
Company shall cause any such surviving corporation (if other than the Company)
expressly to assume the obligations of the Company hereunder.

         SECTION 4.07. Inspection of Reports. The Depositary shall make
available for inspection by holders of Receipts at the Corporate Office and at
such other places as it may from time to time deem advisable during normal
business hours any reports and communications received from the Company that are
both received by the Depositary as the holder of deposited Preferred Shares and
made generally available to the holders of the Preferred Shares. In addition,
the Depositary shall transmit certain notices and reports to the holders of
Receipts as provided in Section 5.05.

         SECTION 4.08. Lists of Receipt Holders. Promptly upon request from time
to time by the Company, the Depositary shall furnish to the Company a list, as
of a recent date specified by the Company, of the names, addresses and holdings
of Depositary Shares of all persons in whose names Receipts are registered on
the books of the Depositary.

         SECTION 4.09. Tax and Regulatory Compliance. EquiServe, Inc. shall be
responsible for (i) preparing and mailing of Forms 1099 for all open and closed
accounts, (ii) all applicable withholding related to payments made with respect
to the Receipts, including, without limitation, withholding required pursuant to
Sections 1441, 1442, 1445 and 3406 of the Internal Revenue Code of 1986, as
amended, (iii) mailing Forms W-9 to new holders of Receipts without a certified
taxpayer identification number, (iv) processing certified Forms W-9, (v)
preparing and filing of state information returns and (vi) providing escheatment
services.

         SECTION 4.10. Withholding. Notwithstanding any other provision of this
Deposit Agreement to the contrary, in the event that the Depositary determines
that any distribution in property is subject to any tax which the Depositary is
obligated by applicable law to withhold, the Depositary may dispose of all or a
portion of such property in such amounts and in such manner as the Depositary
deems necessary and practicable to pay such taxes, by public or private sale,
and the Depositary shall distribute the net proceeds of any such sale or the
balance of any such property after deduction of such taxes to the holders of
Receipts entitled thereto in proportion to the number of Depositary Shares held
by them, respectively; provided, however, that in the event the Depositary
determines that such distribution of property is subject to withholding tax only
with respect to some but not all holders of Receipts, the Depositary will use
its best efforts (i) to sell only that portion of such property distributable to
such holders that is required to generate sufficient proceeds to pay such
withholding tax and (ii) to effect any such sale in such a manner so as to avoid
affecting the rights of any other holders of Receipts to receive such
distribution in property.

                                   ARTICLE V

                         THE DEPOSITARY AND THE COMPANY

         SECTION 5.01. Maintenance of Offices, Agencies and Transfer Books by
the Depositary and the Registrar. The Depositary shall maintain at the Corporate
Office facilities for the execution and delivery, transfer, surrender and
exchange, split-up, combination and redemption of Receipts and deposit and
withdrawal of Preferred Shares and at the offices of the Depositary's Agents, if
any, facilities for the delivery, transfer, surrender and exchange, split-up,
combination and redemption of Receipts and deposit and withdrawal of Preferred
Shares, all in accordance with the provisions of this Deposit Agreement.

         The Depositary shall keep books at the Corporate Office for the
registration and transfer of Receipts, which books at all reasonable times shall
be open for inspection by the record holders of Receipts as provided by
applicable law. The Depositary may close such books, at any time or from time to
time, when deemed expedient by it in connection with the performance of its
duties hereunder. The Depositary may maintain such books in customary electronic
form.

         If the Receipts or the Depositary Shares evidenced thereby or the
Preferred Shares represented by such Depositary Shares shall be listed on the
New York Stock Exchange, Inc. or any other stock exchange, or quoted on any
interdealer quotation system, the Depositary may, with the approval of the
Company, appoint a Registrar (acceptable to the Company) for registration of
such Receipts or Depositary Shares in accordance with the requirements of such

                                      A-10
<PAGE>

stock exchange or quotation system. Such Registrar (which may be the Depositary
if so permitted by the requirements of such stock exchange or quotation system)
may be removed and a substitute registrar appointed by the Depositary upon the
request or with the approval of the Company. If the Receipts, such Depositary
Shares or such Preferred Shares are listed on one or more other stock exchanges
or quotation systems, the Depositary will, at the request and expense of the
Company, arrange such facilities for the delivery, transfer, surrender,
redemption and exchange of such Receipts, such Depositary Shares or such
Preferred Shares as may be required by applicable law or applicable stock
exchange or quotation system regulations.

         SECTION 5.02. Prevention or Delay in Performance by the Depositary, the
Depositary's Agents, the Registrar or the Company. None of the Depositary, any
Depositary's Agent, any Registrar or the Company shall incur any liability to
any holder of any Receipt, if by reason of any provision of any present or
future law or regulation thereunder of the United States of America or of any
other governmental authority or, in the case of the Depositary, the Depositary's
Agent or the Registrar, by reason of any provision, present or future, of the
Declaration of Trust or the Articles Supplementary or, in the case of the
Company, the Depositary, the Depositary's Agent or the Registrar, by reason of
any act of God or war or other circumstance beyond the control of the relevant
party, the Depositary, any Depositary's Agent, the Registrar or the Company
shall be prevented or forbidden from or delayed in doing or performing any act
or thing that the terms of this Deposit Agreement provide shall be done or
performed; nor shall the Depositary, any Depositary's Agent, any Registrar or
the Company incur any liability to any holder of a Receipt by reason of any
nonperformance or delay, caused as aforesaid, in the performance of any act or
thing that the terms of this Deposit Agreement provide shall or may be done or
performed, or by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement.

         SECTION 5.03. Obligations of the Depositary, the Depositary's Agents,
the Registrar and the Company. Each of the Depositary, any Depositary's Agent
and any Registrar shall at all times act in good faith and shall use its best
efforts within reasonable time limits to insure the accuracy of all services
performed pursuant to this Deposit Agreement. None of the Depositary, any
Depositary's Agent, any Registrar or the Company assumes any obligation or shall
be subject to any liability under this Deposit Agreement or any Receipt to
holders of Receipts other than from acts or omissions arising out of conduct
constituting bad faith, negligence, gross negligence or willful misconduct in
the performance of such duties as are specifically set forth in this Deposit
Agreement.

         None of the Depositary, any Depositary's Agent, any Registrar or the
Company shall be under any obligation to appear in, prosecute or defend any
action, suit or other proceeding with respect to the deposited Preferred Shares,
Depositary Shares or Receipts that in its reasonable opinion may involve it in
expense or liability, unless indemnity reasonably satisfactory to it against all
expense and liability be furnished as often as may be required.

         None of the Depositary, any Depositary's Agent, any Registrar or the
Company shall be liable for any action or any failure to act by it in reliance
upon the written advice of legal counsel or accountants, or information provided
by any person presenting Preferred Shares for deposit, any holder of a Receipt
or any other person believed by it in good faith to be competent to give such
advice or information. The Depositary, any Depositary's Agent, any Registrar and
the Company may each rely and shall each be protected in acting upon any written
notice, request, direction or other document believed by it in good faith to be
genuine and to have been signed or presented by the proper party or parties.

         In the event the Depositary shall receive conflicting claims, requests
or instructions from any holders of Receipts, on the one hand, and the Company,
on the other hand, the Depositary shall be entitled to act on such claims,
requests or instructions received from the Company, and shall be entitled to the
full indemnification set forth in Section 5.06 hereof in connection with any
action so taken.

         The Depositary shall not be responsible for any failure to carry out
any instruction to vote any of the deposited Preferred Shares or for the manner
or effect of any such vote made, as long as any such action or non-action is in
good faith and does not result from negligence or willful misconduct of the
Depositary. The Depositary undertakes, and any Registrar shall be required to
undertake, to perform such duties and only such duties as are specifically set
forth in this Deposit Agreement, and no implied covenants or obligations shall
be read into this Agreement against the Depositary or any Registrar.

                                      A-11
<PAGE>

         The Depositary, its parent, affiliate, or subsidiaries, any
Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of
securities of the Company and its affiliates and in Receipts or Depositary
Shares or become pecuniarily interested in any transaction in which the Company
or its affiliates may be interested or contract with or lend money to or
otherwise act as fully or as freely as if it were not the Depositary or the
Depositary's Agent hereunder. The Depositary may also act as transfer agent or
registrar of any of the securities of the Company and its affiliates or act in
any other capacity for the Company or its affiliates.

         It is intended that neither the Depositary nor any Depositary's Agent
shall be deemed to be an "issuer" of the securities under the federal securities
laws or applicable state securities laws, it being expressly understood and
agreed that the Depositary and any Depositary's Agent are acting only in a
ministerial capacity as Depositary for the deposited Preferred Shares; provided,
however, that the Depositary agrees to comply with all information reporting and
withholding requirements applicable to it under law or this Deposit Agreement in
its capacity as Depositary.

         Neither the Depositary (or its officers, directors, employees or
agents) nor any Depositary's Agent makes any representation or has any
responsibility as to the validity of the registration statement pursuant to
which the Depositary Shares are registered under the Securities Act, the
deposited Preferred Shares, the Depositary Shares, the Receipts (except its
countersignature thereon) or any instruments referred to therein or herein, or
as to the correctness of any statement made therein or herein; provided,
however, that the Depositary is responsible for its representations in this
Deposit Agreement and for the validity of any action taken or required to be
taken by the Depositary in connection with this Deposit Agreement.

         The Company represents that it has registered the deposited Preferred
Shares and the Depositary Shares for sale in accordance with applicable
securities laws.

         SECTION 5.04. Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by notice of its election to do so delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as hereinafter provided.

         The Depositary may at any time be removed by the Company by notice of
such removal delivered to the Depositary, such removal to take effect upon the
appointment of a successor depositary and its acceptance of such appointment as
hereinafter provided.

         In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor depositary,
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least
$50,000,000. If a successor depositary shall not have been appointed in 60 days,
the resigning Depositary may petition a court of competent jurisdiction to
appoint a successor depositary. Every successor depositary shall execute and
deliver to its predecessor and to the Company an instrument in writing accepting
its appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor and for all purposes shall be the
Depositary under this Deposit Agreement, and such predecessor, upon payment of
all sums due it and on the written request of the Company, shall promptly
execute and deliver an instrument transferring to such successor all rights and
powers of such predecessor hereunder, shall duly assign, transfer and deliver
all rights, title and interest in the deposited Preferred Shares and any moneys
or property held hereunder to such successor and shall deliver to such successor
a list of the record holders of all outstanding Receipts. Any successor
depositary shall promptly mail notice of its appointment to the record holders
of Receipts.

         Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or any further act. Such successor
depositary may execute the Receipts either in the name of the predecessor
depositary or in the name of the successor depositary.

         SECTION 5.05. Notices, Reports and Documents. The Company agrees that
it will deliver to the Depositary, and the Depositary will, promptly after
receipt thereof, transmit to the record holders of Receipts, in each case at the
address recorded in the Depositary's books, copies of all notices and reports
(including financial

                                      A-12
<PAGE>

statements) required by law, by the rules of any national securities exchange or
interdealer quotation system upon which the Preferred Shares, the Depositary
Shares or the Receipts are listed or quoted or by the Declaration of Trust and
the Articles Supplementary to be furnished by the Company to holders of the
deposited Preferred Shares and, if requested by the holder of any Receipt, a
copy of this Deposit Agreement, the form of Receipt, the Articles Supplementary
and the form of Preferred Shares. Such transmission will be at the Company's
expense and the Company will provide the Depositary with such number of copies
of such documents as the Depositary may reasonably request. In addition, the
Depositary will transmit to the record holders of Receipts at the Company's
expense such other documents as may be requested by the Company.

         SECTION 5.06. Indemnification by the Company. The Company agrees to
indemnify the Depositary, any Depositary's Agent and any Registrar against, and
hold each of them harmless from, any liability, costs and expenses (including
reasonable attorneys' fees) that may arise out of, or in connection with, its
acting as Depositary, Depositary's Agent or Registrar, respectively, under this
Deposit Agreement and the Receipts, except for any liability arising out of the
willful misconduct, gross negligence, negligence or bad faith on the part of any
such person or persons. The obligations of the Company met forth in this Section
5.06 shall survive any succession of any Depositary, Registrar or Depositary's
Agent or termination of this Deposit Agreement.

         SECTION 5.07. Indemnification by the Depositary. The Depositary agrees
to indemnify the Company against, and hold the Company harmless from, any
liability, costs and expenses (including reasonable attorneys' fees) that may
arise out of, or in connection with, the refusal or failure of any of the
Depositary, any Depositary's Agent or the Registrar to comply with the terms of
this Deposit Agreement, or which arise out of the willful misconduct, gross
negligence, negligence or bad faith on the part of any such person or persons;
provided, however, that the Depositary's aggregate liability hereunder with
respect to, arising from, or arising in connection with this Deposit Agreement,
or from all services provided or omitted to be provided under this Deposit
Agreement, whether in contract, or in tort, or otherwise, is limited to, and
shall not exceed, the amounts paid hereunder by the Company to the Depositary as
fees and charges under this Agreement or otherwise, but not including
reimbursable expenses, during the six (6) calendar months immediately preceding
the event for which recovery from the Depositary is being sought. The
obligations of the Depositary set forth in this Section 5.07 shall survive any
succession of the Company or termination of this Deposit Agreement.

         SECTION 5.08. Damages. The Depositary shall not be liable for any
incidental, indirect, special or consequential damages of any nature whatsoever,
including, but not limited to, loss of anticipated profits (collectively,
"Special Damages"), occasioned by breach of any provision of this Agreement by
the Depositary even if apprised of the possibility of such damages. The Company
shall not be liable to the Depositary for Special Damages occasioned by breach
of any provision of this Agreement by the Company even if apprised of the
possibility of such damages.

         SECTION 5.09. Fees, Charges and Expenses. No charges and expenses of
the Depositary or any Depositary's Agent hereunder shall be payable by any
person, except as provided in this Section 5.09. The Company shall pay all
transfer and other taxes and governmental charges arising solely from the
existence of this Deposit Agreement. The Company shall also pay all fees and
expenses of the Depositary in connection with the initial deposit of the
Preferred Shares and the initial issuance of the Depositary Shares evidenced by
the Receipts, any redemption of the Preferred Shares at the option of the
Company and all withdrawals of the Preferred Shares by holders of Receipts, in
each case, in the amount and manner set forth in that certain Transfer Agency
and Service Agreement, dated as of July 1, 2001, by and between the Company,
Fleet National Bank and the Depositary (as the same may be amended, modified,
supplemented or replaced from time to time by the parties, the "Transfer Agency
and Service Agreement"). If a holder of Receipts requests the Depositary to
perform duties not required under this Deposit Agreement, the Depositary shall
notify the holder of the cost of the performance of such duties prior to the
performance thereof. Upon approval of such cost by such holder, such holder will
thereafter be liable for the charges and expenses related to such performance.
All other fees and expenses of the Depositary and any Depositary's Agent
hereunder and of any Registrar (including, in each case, fees and expenses of
counsel) incident to the performance of their respective obligations hereunder
will be promptly paid by the Company pursuant to the terms of the Transfer
Agency and Service Agreement (or, if such agreement is no longer in effect,
pursuant to such terms as the Company and the Depositary shall agree to in good
faith, which terms shall be at least as favorable to the Depositary as those
contained in such agreement as last in effect). The Depositary shall present its
statement for fees and expenses to the Company every month or at such other
intervals as the Company and the Depositary may agree.

                                      A-13
<PAGE>

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

         SECTION 6.01. Amendment. The form of the Receipts and any provision of
this Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect that they may
deem necessary or desirable; provided, however, that no such amendment (other
than any change in the fees of any Depositary, Registrar or Transfer Agent that
are payable by the Company) which (i) shall materially and adversely alter the
rights of the holders of Receipts or (ii) would be materially and adversely
inconsistent with the rights granted to the holders of the Preferred Shares
pursuant to the Articles Supplementary shall be effective unless such amendment
shall have been approved by the holders of Receipts evidencing at least
two-thirds of the Depositary Shares then outstanding. In no event shall any
amendment impair the right, subject to the provisions of Section 2.06 and
Section 2.07 and Article III, of any holder of any Depositary Shares to
surrender the Receipt evidencing such Depositary Shares with instructions to the
Depositary to deliver to the holder the deposited Preferred Shares and all money
and other property if any, represented thereby, except in order to comply with
mandatory provisions of applicable law. Every holder of an outstanding Receipt
at the time any such amendment becomes effective shall be deemed, by continuing
to hold such Receipt, to consent and agree to such amendment and to be bound by
this Deposit Agreement as amended thereby.

         SECTION 6.02. Termination. This Deposit Agreement may be terminated by
the Company upon not less than 30 days' prior written notice to the Depositary
if (i) such termination is necessary to preserve the Company's status as a real
estate investment trust under the Internal Revenue Code of 1986, as amended (or
any successor provisions), or (ii) the holders of Receipts evidencing at least
two-thirds of the Depositary Shares then outstanding consent to such
termination, whereupon the Depositary shall deliver or make available to each
holder of a Receipt, upon surrender of the Receipt held by such holder, such
number of whole or fractional deposited Preferred Shares as are represented by
the Depositary Shares evidenced by such Depositary Receipt, together with any
other property held by the Depositary in respect of such Receipt. In the event
that this Deposit Agreement is terminated pursuant to clause (i) of the
immediately preceding sentence, the Company hereby agrees to use its reasonable
best efforts to list or quote the Preferred Shares issued upon surrender of the
Receipt evidencing the Depositary Shares represented thereby on a national
securities exchange or interdealer quotation system. This Deposit Agreement will
automatically terminate if (i) all outstanding Depositary Shares shall have been
redeemed pursuant to Section 2.03 or (ii) there shall have been made a final
distribution in respect of the deposited Preferred Shares in connection with any
liquidation, dissolution or winding up of the Company and such distribution
shall have been distributed to the holders of Receipts entitled thereto.

         Upon the termination of this Deposit Agreement, (i) the Company shall
be discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary, any Depositary's Agent and any Registrar under
Section 5.06 and Section 5.09 and (ii) the Depositary shall be discharged from
all obligations under this Deposit Agreement except for its obligations to the
Company under Section 5.07.

                                  ARTICLE VII

                                 MISCELLANEOUS

         SECTION 7.01. Counterparts. This Deposit Agreement may be executed in
any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall constitute
one and the same instrument. Delivery of an executed counterpart of a signature
page to this Deposit Agreement by telecopier shall be effective as delivery of a
manually executed counterpart of this Deposit Agreement. Copies of this Deposit
Agreement shall be filed with the Depositary and the Depositary's Agents and
shall be open to inspection during business hours at the Corporate Office and
the respective offices of the Depositary's Agents, if any, by any holder of a
Receipt.

         SECTION 7.02. Exclusive Benefits of Parties. This Deposit Agreement is
for the exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.

                                      A-14
<PAGE>

         SECTION 7.03. Invalidity of Provisions. In case any one or more of the
provisions contained in this Deposit Agreement or in the Receipts should be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein or therein shall
in no way be affected, prejudiced or disturbed thereby.

         SECTION 7.04. Notices. Any and all notices to be given to the Company
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail, or by telegram or
facsimile transmission confirmed by letter, addressed to the Company at:

                  COLONIAL PROPERTIES TRUST
                  2101 Sixth Avenue North
                  Suite 750
                  Birmingham, Alabama  35202
                  Attention:  Thomas H. Lowder
                  Telephone No.: (205) 250-8700

or at any other address of which the Company shall have notified the Depositary
in writing.

         Any notices to be given to the Depositary hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail, or by telegram or telex or telecopier
confirmed by letter, addressed to the Depositary at the Corporate Office to the
attention of the General Counsel.

         Any notices given to any record holder or a Receipt hereunder or under
the Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail, or by telegram or telex or telecopier
confirmed by letter, addressed to such record holder at the address of such
record holder as it appears on the books of the Depositary or, if such holder
shall have filed with the Depositary in a timely manner a written request that
notices intended for such holder be mailed to some other address, at the address
designated in such request.

         Delivery of a notice sent by mail, or by telegram or telex or
telecopier shall be deemed to be effected at the time when a duly addressed
letter containing the same (or a confirmation thereof in the case of a telegram
or telex or telecopier message) is deposited, postage prepaid, in a post office
letter box. The Depositary or the Company may, however, act upon any telegram or
telex or telecopier message received by it from the other or from any holder of
a Receipt, notwithstanding that such telegram or telex or telecopier message
shall not subsequently be confirmed by letter as aforesaid.

         SECTION 7.05. Depositary's Agents. The Depositary may from time to time
appoint Depositary's Agents to act in any respect for the Depositary for the
purposes of this Deposit Agreement and may at any time appoint additional
Depositary's Agents and vary or terminate the appointment of such Depositary's
Agents. The Depositary will notify the Company of any such action.

         SECTION 7.06. Holders of Receipts Are Parties. The holders of Receipts
from time to time shall be deemed to be parties to this Deposit Agreement and
shall be bound by all of the terms and conditions hereof and of the Receipts by
acceptance of delivery thereof.

         SECTION 7.07. Governing Law. This Deposit Agreement and the Receipts
and all rights hereunder and thereunder and provisions hereof and thereof shall
be governed by, and construed in accordance with, the law of the State of New
York applicable to agreements made and to be performed in said State.

         SECTION 7.08. Inspection of Deposit Agreement and Articles
Supplementary. Copies of this Deposit Agreement and the Articles Supplementary
shall be filed with the Depositary and the Depositary's Agents and shall be open
to inspection during business hours at the Corporate Office and the respective
offices of the Depositary's Agents, if any, by any holder of any Receipt.

         SECTION 7.09. Headings. The headings of articles and sections in this
Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto
have been inserted for convenience only and are not to be regarded as

                                      A-15
<PAGE>

a part of this Deposit Agreement or to have any bearing upon the meaning or
interpretation of any provision contained herein or in the Receipts.

         IN WITNESS WHEREOF, Colonial Properties Trust, EquiServe Trust Company,
N.A., and EquiServe, Inc. have caused this Deposit Agreement to be duly executed
and delivered on their behalf as of the day and year first above set forth and
all holders of Receipts shall become parties hereto by and upon acceptance by
them of delivery of Receipts issued in accordance with the terms hereof.

                                    COLONIAL PROPERTIES TRUST

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

                                    EQUISERVE TRUST COMPANY, N.A.

                                    By: /s/ Tyler Haynes
                                        ---------------------------------------
                                    Name: Tyler Haynes
                                    Title:Managing Director

                                    EQUISERVE, INC.

                                    By: /s/ Tyler Haynes
                                        ---------------------------------------
                                    Name: Tyler Haynes
                                    Title: Managing Director

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