EX-10.1 CONTRIBUTION AGREEMENT

Exhibit 10.1

CONTRIBUTION AGREEMENT

     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”).

     WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of October 25, 2004, among the Contributor, Cornerstone Realty Income Trust, Inc. (“Cornerstone”) and CLNL Acquisition Sub LLC, a wholly-owned subsidiary of Contributor (“Colonial Merger Sub”), as amended by an Amendment No. 1 to the Agreement and Plan of Merger, dated as of January 24, 2005 (as so amended, the “Merger Agreement”), Cornerstone has been merged with and into Colonial Merger Sub, with Colonial Merger Sub surviving such merger;

     WHEREAS, as a result of such merger, the 100% limited liability company membership interest of Colonial Merger Sub owned by the Contributor prior to the merger was converted into 56,338,592.9660 units of limited liability company membership interest of Colonial Merger Sub owned by the Contributor (the “Colonial Merger Sub Interests”); and

     WHEREAS, the Contributor desires to contribute the Colonial Merger Sub Interests to the Partnership in exchange for additional common and preferred limited partnership interests of the Partnership.

     NOW THEREFORE, in consideration of the foregoing and the mutual covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I: CONTRIBUTION OF INTERESTS

     1.1     Contribution of Colonial Merger Sub Interests.

     The Contributor hereby contributes, transfers and assigns to the Partnership, and the Partnership hereby accepts from the Contributor, all of the Contributor’s right, title and interest in and to the Colonial Merger Sub Interests. Such contribution, transfer, assignment and acceptance shall be effective one minute following the Effective Time (as defined in the Merger Agreement). The Partnership hereby agrees to be bound by the limited liability company agreement of Colonial Merger Sub, effective upon such contribution, transfer, assignment and acceptance.

     1.2     Issuance of Common and Preferred Limited Partnership Interests.