0000950144-05-003650 Sample Contracts

CONTRIBUTION AGREEMENT
Contribution Agreement • April 7th, 2005 • Colonial Properties Trust • Real estate investment trusts • Delaware

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of April 1, 2005 by and between Colonial Realty Limited Partnership, a Delaware limited partnership (the “Partnership”), and Colonial Properties Trust, an Alabama real estate investment trust (the “Contributor”).

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NINTH AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COLONIAL REALTY LIMITED PARTNERSHIP
Colonial Properties Trust • April 7th, 2005 • Real estate investment trusts

accrued and payable on such Partnership Units shall be allocated pro rata on a per unit basis among all such Series E 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 E Preferred Shares. Any distribution made on the Series E Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to Series E Preferred Units which remains payable.

NONSTATUTORY STOCK OPTION AGREEMENT Between CORNERSTONE REALTY INCOME TRUST, INC. and Glade M. Knight
1992 Incentive Plan • April 7th, 2005 • Colonial Properties Trust • Real estate investment trusts • Virginia

THIS AGREEMENT, dated as of the ___day of ___, ___, between CORNERSTONE REALTY INCOME TRUST, INC., a Virginia corporation (the “Company”), and Glade M. Knight (“Participant”), is made pursuant and subject to the provisions of the Company’s 1992 Incentive Plan, as amended and restated effective July 8, 1994 (the “Plan”) and as amended from time to time, and all terms used herein that are defined in the Plan shall have the same meanings given them in the Plan. This Nonstatutory Stock Option Agreement is in addition to all previous agreements making grants under the Plan.

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