Rights Agreement, dated as of November 2, 1998 (the "Agreement"), between Colonial Properties Trust, an
Alabama real estate investment trust (the "Company"), and BankBoston, N.A., a national banking association
(the "Rights Agent").
WHEREAS, on October 22, 1998 (the "Rights Dividend Declaration Date"), the Board of Trustees of the
Company authorized and declared a dividend of one Right for each Common Share (as hereinafter defined) of
the Company outstanding at the Close of Business (as defined herein) on the Record Date (as defined herein),
and has authorized the issuance of one Right with respect to each Common Share of the Company issued
between the Record Date (whether originally issued or delivered from the Company's treasury) and the
Distribution Date (as hereinafter defined), each Right initially representing the right to purchase one ten-
thousandth of a Series 1998 Junior Participating Preferred Share of the Company having the rights, powers and
preferences set forth in the form of Articles Supplementary to the Company's Declaration of Trust, as amended
(the "Declaration of Trust"), relating to the Series 1998 Junior Participating Preferred Shares attached hereto as
Exhibit A, upon the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties
hereby agree as follows:
Section 1. Certain Definitions.
For purposes of this Agreement, the following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all
Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as
such term is hereinafter defined) of 15% or more of the Common Shares then outstanding, but shall not include (i)
the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or any
Subsidiary of the Company, (iv) any Pers