AGREEMENT made this 30th day of December, 2008 (the “Agreement”) among Colonial Properties
Trust and Colonial Property Services, Inc. (collectively, “Colonial” or the “Company”) and Weston M. Andress
(the “Consultant”). (Collectively referred to herein as the “Parties.”)
WHEREAS , Colonial, on behalf of itself and its subsidiaries, desires to engage the services of the
Consultant to provide certain consulting work; and
WHEREAS , the Consultant desires to perform said services for Colonial.
NOW, THEREFORE , in consideration of the mutual promises contained in this agreement, the Parties
agree as follows:
1. Performance of Duties . The duties and obligations described herein shall be for a period commencing
on January 1, 2009 and ending on December 31, 2009.
2. Consulting Services . Consultant agrees (i) to assist the Company in connection with the negotiation
and/or closing of one or more loan facilities between the Company and The Federal National Mortgage
Association and/or The Federal Home Loan Mortgage Corporation, or a combination of the two, in an aggregate
amount of at least $350 million (the “Loan Facility Services”), (ii) to perform such assignments as may reasonably
be assigned by the chief executive officer of the Company (the “CEO”) from time to time in writing (the “Other
Specified Services”) and (iii) to provide such advice and assistance with respect to the transition of Consultant’s
former duties and responsibilities as may be reasonably requested by the CEO (the “Transition Services”, and,
together with the Loan Facility Services, and the Other Specified Services, the “Services”), and the Consultant
shall determine the time, methods and manner by which the Services are rendered by him, provided that such
methods are lawful and professional, and the timing and manner of the Services are consistent with the business
needs and objectives of the Company.
3. Business Hours. Consultant agrees t