SUPPLEMENTAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
THIS SUPPLEMENTAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this "Agreement") is
made and entered into as of July 1, 1996, by and among COLONIAL PROPERTIES TRUST (the "Company")
and COLONIAL COMMERCIAL INVESTMENTS, INC. ("CCII"), THOMAS H. LOWDER, JAMES K.
LOWDER, and the other parties who are signatories hereto. Thomas H. Lowder and James K. Lowder are
referred to herein collectively as the "Lowder brothers."
WHEREAS, on September 29, 1993 the Company, Colonial Properties, Inc. (of which CCII is the successor),
the Lowder brothers and certain other parties entered into a Registration Rights and Lock-up Agreement (the
"Initial Agreement") pursuant to which the Company granted to certain holders of Units (as defined in the Initial
Agreement) of Colonial Realty Limited Partnership (the "Operating Partnership") certain registration rights, and
such holders agreed to certain lock-up arrangements;
WHEREAS, on the date hereof, CCII is or will become the owner of 58,466 Units (the "Additional Units") in
connection with the transfer to the Operating Partnership of certain land located in North Macon, Georgia;
WHEREAS, the parties hereto have agreed that, except as stated herein, the Additional Units shall be subject to,
and the parties hereto shall be governed by, the terms and conditions of the Initial Agreement.
NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the mutual covenants and agreements
hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, agree as follows:
1(a) Except as otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to
them in the Initial Agreement.
1(b) Except as otherwise provided herein, CCII and the Company shall have all of the rights and obligations with
respect to the Additional Units as are provided for in the Initial Agreement with respect to the