NINTH AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COLONIAL REALTY LIMITED PARTNERSHIP

Exhibit 10.2

NINTH AMENDMENT TO
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
COLONIAL REALTY LIMITED PARTNERSHIP

     THIS NINTH AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COLONIAL REALTY LIMITED PARTNERSHIP (this “Ninth Amendment” to the “Partnership Agreement”), dated as of April 1, 2005, is entered into by Colonial Properties Trust, as general partner (the “General Partner”) of Colonial Realty Limited Partnership (the “Partnership”), for itself and on behalf of the limited partners of the Partnership (the “Limited Partners”).

     WHEREAS, Section 4.2.A of the Partnership Agreement authorizes the General Partner to cause the Partnership to issue additional Partnership Units in one or more classes or series, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as shall be determined by the General Partner in its sole and absolute discretion, subject to the condition that no such additional Partnership Units shall be issued to the General Partner unless (i) the additional Partnership Units are issued in connection with an issuance of shares by the General Partner, which shares have designations, preferences and other rights, substantially similar to the designations, preferences and other rights of the additional Partnership Units issued to the General Partner and (ii) the General Partner makes a capital contribution of an amount equal to the net proceeds raised in connection with the issuance of such shares;

     WHEREAS, General Partner has entered into an Agreement and Plan of Merger, dated as of October 25, 2004 (as amended, the “Merger Agreement”), among the General Partner, CLNL Acquisition Sub LLC and Cornerstone Realty Income Trust, Inc., pursuant to which the General Partner has issued REIT Shares and 7.62% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share (the “Series E Preferred Shares”), of the General Partner;

     WHEREAS, General Partner is concurrently making a capital contribution to the Partnership of the assets acquired through the Merger Agreement in exchange for a number of Class A Units and Series E Preferred Units (as defined below) equal to the number of REIT Shares and Series E Preferred Shares issued pursuant to the Merger Agreement;

     WHEREAS, in connection with the issuance of the Series E Preferred Shares and pursuant to the authority granted to the General Partner pursuant to Section 4.2.A of the Partnership Agreement, the General Partner desires to amend the Partnership Agreement to establish a new class of Units, to be entitled Series E Cumulative Redeemable Preferred Units (the “Series E Preferred Units”), and to set forth the designations, rights, powers, preferences and duties of such Series E Preferred Units, which are substantially the same as those of the Series E Preferred Shares; and

     WHEREAS, the General Partner desires to further amend the Partnership Agreement to provide for the issuance of Class A Units and Series E Preferred Units in connection with such capital contribution to the Partnership of the assets acquired through the Merger Agreement, which capital

contribution is being made concurrently herewith pursuant to a Contribution Agreement, dated as of the date hereof, between the General Partner and the Partnership (the “Contribution Agreement”).

     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General Partner hereby amends the Partnership Agreement, as follows:

     1.      Series E Preferred Units . Section 4.2 of the Partnership Agreement is hereby amended by adding after Section 4.2.H the following section:

I.      Series E Preferred Units . Under the authority granted to it by Section 4.2.A hereof, the General Partner hereby establishes and designates as Preferred Units an additional class of Partnership Units entitled “Series E Cumulative Redeemable Preferred Units” (the “Series E Preferred Units”). Series E Preferred Units shall have the designations, preferences, rights, powers and duties as set forth in Exhibit L hereto.

     2.      Exhibits to Partnership Agreement . The Partnership Agreement is hereby amended by attaching thereto as Exhibit L the Exhibit L attached hereto.

     3.      Issuance of Class A Units and Series E Preferred Units . Exhibit A to the Partnership Agreement is hereby amended to reflect the issuance to the General Partner pursuant to the transactions contemplated by the Contribution Agreement of (a) a number of Class A Units equal to the number of REIT Shares issued pursuant to the Merger Agreement and (b) a number of Series E Preferred Units equal to the number of Series E Preferred Shares issued pursuant to the Merger Agreement.

     4.      Certain Capitalized Terms . All capitalized terms used in this Ninth Amendment and not otherwise defined shall have the meanings assigned in the Partnership Agreement. Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions the General Partner hereby ratifies and affirms.

[Signature appears on following page]

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     IN WITNESS WHEREOF, the undersigned has executed this Ninth Amendment as of the date first set forth above.

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EXHIBIT L

DESIGNATION OF THE PREFERENCES, RIGHTS, VOTING POWERS,
RESTRICTIONS, QUALIFICATIONS AND LIMITATIONS
OF THE
SERIES E PREFERRED UNITS

     The Series E Preferred Units shall have the following designations, preferences, rights, powers and duties:

     (1)      Certain Defined Terms . The following capitalized terms used in this Exhibit L shall have the respective meanings set forth below:

     “Distribution Period” means quarterly periods commencing on the first day of January, April, July and October of each year and ending on and including the next succeeding Quarterly Distribution Date (as defined below) (other than the initial Distribution Period, which shall commence on February 4, 2005, and other than the Distribution Period during which any Series E Preferred Units shall be redeemed pursuant to Section 4, which shall end on and include the date of such redemption).

     “Fully Junior Units” shall mean the Common Units, the Series 1998 Preferred Units and any other class or series of Partnership Units now or hereafter issued and outstanding over which the Series E Preferred Units have a preference or priority in both (i) the payment of distributions and (ii) the distribution of assets on any liquidation, dissolution or winding up of the Partnership.

     “Junior Units” shall mean the Common Units, the Series 1998 Preferred Units and any other class or series of Partnership Units now or hereafter issued and outstanding over which the Series E Preferred Units have a preference or priority in the payment of distributions or in the distribution of assets on any liquidation, dissolution or winding up of the Partnership.

     “Parity Units” has the meaning ascribed thereto in Section 6(B).

     (2)      Distributions .

          (A)     The General Partner, in its capacity as the holder of the then outstanding Series E Preferred Units, shall be entitled to receive out of funds legally available therefor, distributions payable on the last day (or, if not a Business Day, the next succeeding Business Day) of each March, June, September and December beginning on June 30, 2005 (each such day being hereafter called a “Quarterly Distribution Date”), in an amo