S-8

Registration No. 333-            

As filed with the Securities and Exchange Commission on October 2, 2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Mid-America Apartment Communities, Inc.

(Exact Name of Registrant as Specified in its Charter)

Tennessee	62-1543819
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

6584 Poplar Avenue

Memphis, Tennessee 38138

(Address of Principal Executive Offices) (Zip Code)

Colonial Properties Trust 2008 Omnibus Incentive Plan

Colonial Properties Trust Third Amended and Restated Share Option and Restricted Share Plan

Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan

(Full Title of the Plan)

Robert J. DelPriore, Esq.

Executive Vice President and General Counsel

Mid-America Apartment Communities, Inc.

6584 Poplar Avenue, Suite 300

Memphis, Tennessee 38138

(Name and Address of Agent for Service of Process)

(901) 682-6600

(Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Mark S. Opper, Esq.	Richard F. Mattern, Esq.
Goodwin Procter LLP	Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
The New York Times Building	First Tennessee Building
620 Eighth Avenue	165 Madison Avenue, Suite 2000
New York, New York 10018	Memphis, Tennessee 38103
Tel: (212) 813-8800	Tel: (901) 526-2000
Fax: (212) 355-3333	Fax: (901) 577-2303

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.01 par value	409,762(2)	$48.74(5)	$19,971,799.88(5)	$2,572.37
Common Stock, $0.01 par value	78,500(3)	$93.64(5)	$7,350,740.00(5)	$946.78
Common Stock, $0.01 par value	225,000(4)	$61.60(6)	$13,860,000.00(6)	$1,785.17
Total	713,262		$41,182,539.88	$5,304.32

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock, par value $0.01 per share (“Common Stock”), of Mid-America Apartment Communities, Inc. (the “Registrant” or “MAA”) that become issuable under the Colonial Properties Trust 2008 Omnibus Incentive Plan, as amended (the “Colonial 2008 Plan”), the Colonial Properties Trust Third Amended and Restated Share Option and Restricted Share Plan, as amended (the “Colonial Third Amended and Restated Plan”, and collectively with the Colonial 2008 Plan, the “Colonial Plans”) and the Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan (the “MAA 2013 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock of the Registrant.

(2) Represents 409,762 shares of the Registrant’s Common Stock issuable upon the exercise of stock options outstanding under the Colonial 2008 Plan on October 1, 2013 and assumed by the Registrant pursuant to the terms of the Agreement and Plan of Merger, dated as of June 3, 2013 (the “Merger Agreement”), by and among the Registrant, Mid-America Apartments, L.P., Martha Merger Sub, LP, Colonial Properties Trust (“Colonial”), and Colonial Realty Limited Partnership.

(3) Represents 78,500 shares of the Registrant’s Common Stock issuable upon the exercise of stock options outstanding under the Colonial Third Amended and Restated Plan on October 1, 2013 and assumed by the Registrant pursuant to the terms of the Merger Agreement.

(4) Represents additional shares of the Registrant’s Common Stock that may be issued pursuant to the MAA 2013 Plan.

(5) The registration fee was calculated pursuant to Rule 457(h)(1) under the Securities Act. The price per share and aggregate offering price are based upon the exercise price of the related options granted under each of the Colonial 2008 Plan and the Colonial Third Amended and Restated Plan, as applicable.

(6) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(h)(1) and 457(c) under the Securities Act, and based upon the average of the high and low prices of the Registrant’s common stock reported on the New York Stock Exchange on September 25, 2013.

EXPLANATORY NOTE

The Registrant is filing this Registration Statement on Form S-8 with respect to up to 488,262 shares of its Common Stock issuable in connection with the Colonial Plans and with respect to up to 225,000 shares of its Common Stock issuable in connection with the MAA 2013 Plan.

Pursuant to the Merger Agreement, on October 1, 2013, at the effective time of the merger of Colonial with and into the Registrant, the Registrant assumed each outstanding option to purchase Colonial common shares granted under the Colonial Plans. All such Colonial options were converted into options to purchase shares of Common Stock of the Registrant.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in this Item 1 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the Note to Part I of Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in this Item 2 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the Note to Part I of Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Commission on February 22, 2013;

(b) The Registrant’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2013, filed with the Commission on May 3, 2013 and for the quarter ended June 30, 2013, filed with the Commission on August 2, 2013;

(c) The Registrant’s Current Reports on Form 8-K, filed with the Commission on February 22, 2013, February 25, 2013, March 15, 2013, March 22, 2013, March 22, 2013, May 23, 2013, May 24, 2013, June 3, 2013, June 3, 2013, June 18, 2013, August 2, 2013, August 9, 2013, September 16, 2013, September 27, 2013 and October 2, 2013; and

(d) The section entitled “Description of Capital Stock” contained in the Registrant’s Registration Statement on Form S-3, filed with the Commission on September 18, 2013.

All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Tennessee Business Corporation Act (the “TBCA”), sets forth in Sections 48-18-502 through 48-18-508 the circumstances governing the indemnification of directors, officers, employees and agents of a corporation against liability incurred in the course of their official capacities. Section 48-18-502 of the TBCA provides that a corporation may indemnify any director against liability incurred in connection with a proceeding if (i) the director acted in good faith, (ii) the director reasonably believed, in the case of conduct in his or her official capacity with the corporation, that such conduct was in the corporation’s best interest, or, in all other cases, that his or her conduct was not opposed to the best interests of the corporation and (iii) in connection with any criminal proceeding, the director had no reasonable cause to believe that his or her conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer is adjudged to be liable to the corporation. Similarly, the TBCA prohibits indemnification in connection with any proceeding charging improper personal benefit to a director, if such director is adjudged liable on the basis that a personal benefit was improperly received. In cases where the director is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director of a corporation, Section 48-18-503 of the TBCA mandates that the corporation indemnify the director against reasonable expenses incurred in the proceeding. Notwithstanding the foregoing, Section 48-18-505 of the TBCA provides that a court of competent jurisdiction, upon application, may order that a director or officer be indemnified for reasonable expense if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, whether or not the standard of conduct set forth above was met. Officers, employees and agents who are not directors are entitled, through the provisions of Section 48-18-507 of the TBCA to the same degree of indemnification afforded to directors under Sections 48-18-503 and 48-18-505.

MAA’s charter provides that the MAA directors shall not be liable to MAA or its shareholders for monetary damages for breach of fiduciary duty, except for: (1) any breach of the director’s duty of loyalty; (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; or (3) unlawful distributions under Tennessee law. MAA’s charter provides further that MAA shall indemnify and advance expenses to a director, officer, employee or agent to the fullest extent permitted under Tennessee law.

The indemnification provisions in the MAA charter and bylaws specifically provide that MAA may purchase and maintain insurance on behalf of any MAA director or officer against any liability asserted against and incurred by him in his capacity as a director, officer, employee or agent whether or not MAA would have had the power to indemnify against such liability.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to the MAA directors and officers pursuant to the foregoing provisions or otherwise, MAA has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

Exhibit No.	Description of Exhibit
Exhibit 4.1	Amended and Restated Charter of Mid-America Apartment Communities, Inc. dated as of January 10, 1994, as filed with the Tennessee Secretary of State on January 25, 1994 (Filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference).
Exhibit 4.2	Articles of Amendment to the Charter of Mid-America Apartment Communities, Inc. dated as of January 28, 1994, as filed with the Tennessee Secretary of State on January 28, 1994 (Filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and incorporated herein by reference).
Exhibit 4.3	Articles of Amendment to the Charter of Mid-America Apartment Communities, Inc. dated as of May 20, 2008, as filed with the Tennessee Secretary of State on June 2, 2008 (Filed as Exhibit 99.A to the Registrant’s Proxy Statement filed on March 31, 2008 and incorporated herein by reference).
Exhibit 4.4	Articles of Amendment to the Charter of Mid-America Apartment Communities, Inc. dated as of May 24, 2012, as filed with the Tennessee Secretary of State on May 25, 2012 (Filed as Exhibit 3.1 to the Current Report on Form 8-K filed on May 25, 2012 and incorporated herein by reference).
Exhibit 4.5	Amended and Restated Bylaws of Mid-America Apartment Communities, Inc. (Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 2, 2013 and incorporated herein by reference).
Exhibit 4.6	Form of Common Share Certificate of the Combined Corporation (Filed as Exhibit 4.1 to MAA’s Annual Report on Form 10-K for fiscal year ended December 31, 1997 and incorporated herein by reference).
*Exhibit 5.1	Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC.
*Exhibit 23.1	Consent of Ernst & Young LLP, independent registered public accounting firm.
*Exhibit 23.2	Consent of Watkins Uiberall, PLLC, independent registered public accounting firm.
*Exhibit 23.3	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
*Exhibit 23.4	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
*Exhibit 23.5	Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included in Exhibit 5.1 and incorporated herein by reference).
*Exhibit 24.1	Power of Attorney (included as part of the signature page to this Registration Statement).
*Exhibit 99.1	Colonial Properties Trust 2008 Omnibus Incentive Plan.
*Exhibit 99.2	Colonial Properties Trust Third Amended and Restated Share Option and Restricted Share Plan.
Exhibit 99.3	Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 27, 2013 and incorporated herein by reference).

* Filed herewith

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

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(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, in the State of Tennessee, on this 2^nd day of October, 2013.

MID-AMERICA APARTMENT COMMUNITIES, INC.
By:	/s/ H. Eric Bolton
	H. Eric Bolton
	President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Mid-America Apartment Communities, Inc., hereby severally constitute and appoint H. Eric Bolton, Jr. and Albert M. Campbell, III, and each of them singly, our true and lawful attorneys, with full power to sign for us in our names in the capacities indicated below, any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in our capacities as officers and directors to enable Mid-America Apartment Communities, Inc., to comply with the provisions of the Securities Act of 1933, as amended, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and all amendments thereto.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities below on the 2^nd day of October, 2013.

Name	Title(s)
/s/ H. Eric Bolton, Jr. H. Eric Bolton, Jr.	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)
/s/ Albert M. Campbell, III Albert M. Campbell, III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Alan B. Graf, Jr. Alan B. Graf, Jr.	Director
/s/ Ralph Horn Ralph Horn	Director
/s/ Philip W. Norwood Philip W. Norwood	Director
/s/ W. Reid Sanders W. Reid Sanders	Director
/s/ William B. Sansom William B. Sansom	Director
/s/ Gary Shorb Gary Shorb	Director
/s/ Thomas H. Lowder Thomas H. Lowder	Director

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/s/ James K. Lowder James K. Lowder	Director
/s/ Claude B. Nielsen Claude B. Nielsen	Director
/s/ Harold W. Ripps Harold W. Ripps	Director
/s/ John W. Spiegel John W. Spiegel	Director

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INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
Exhibit 4.1	Amended and Restated Charter of Mid-America Apartment Communities, Inc. dated as of January 10, 1994, as filed with the Tennessee Secretary of State on January 25, 1994 (Filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference).
Exhibit 4.2	Articles of Amendment to the Charter of Mid-America Apartment Communities, Inc. dated as of January 28, 1994, as filed with the Tennessee Secretary of State on January 28, 1994 (Filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and incorporated herein by reference).
Exhibit 4.3	Articles of Amendment to the Charter of Mid-America Apartment Communities, Inc. dated as of May 20, 2008, as filed with the Tennessee Secretary of State on June 2, 2008 (Filed as Exhibit 99.A to the Registrant’s Proxy Statement filed on March 31, 2008 and incorporated herein by reference).
Exhibit 4.4	Articles of Amendment to the Charter of Mid-America Apartment Communities, Inc. dated as of May 24, 2012, as filed with the Tennessee Secretary of State on May 25, 2012 (Filed as Exhibit 3.1 to the Current Report on Form 8-K filed on May 25, 2012 and incorporated herein by reference).
Exhibit 4.5	Amended and Restated Bylaws of Mid-America Apartment Communities, Inc. (Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 2, 2013 and incorporated herein by reference).
Exhibit 4.6	Form of Common Share Certificate of the Combined Corporation (Filed as Exhibit 4.1 to MAA’s Annual Report on Form 10-K for fiscal year ended December 31, 1997 and incorporated herein by reference).
*Exhibit 5.1	Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC.
*Exhibit 23.1	Consent of Ernst & Young LLP, independent registered public accounting firm.
*Exhibit 23.2	Consent of Watkins Uiberall, PLLC, independent registered public accounting firm.
*Exhibit 23.3	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
*Exhibit 23.4	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
*Exhibit 23.5	Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included in Exhibit 5.1 and incorporated herein by reference).
*Exhibit 24.1	Power of Attorney (included as part of the signature page to this Registration Statement).
*Exhibit 99.1	Colonial Properties Trust 2008 Omnibus Incentive Plan.
*Exhibit 99.2	Colonial Properties Trust Third Amended and Restated Share Option and Restricted Share Plan.
Exhibit 99.3	Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 27, 2013 and incorporated herein by reference).

* Filed herewith.

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EX-5.1

EXHIBIT 5.1

2000 FIRST TENNESSEE BUILDING 165 MADISON AVENUE MEMPHIS, TENNESSEE 38103   PHONE: 901.526.2000 FAX:      901.577.2303   www.bakerdonelson.com

October 1, 2013

Board of Directors

Mid-America Apartment Communities, Inc.

6584 Poplar Avenue, Suite 300

Memphis, TN 38138

Re:    Mid-America Apartment Communities, Inc. | Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Mid-America Apartment Communities, Inc., a Tennessee corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) registering an aggregate of up to 713,262 shares of common stock, par value $0.01 per share, of the Company (the “Shares”) to be issued pursuant to Colonial Properties Trust’s 2008 Omnibus Incentive Plan, Colonial Properties Trust’s Third Amended and Restated Share Option and Restricted Share Plan, and Mid-America Apartment Communities, Inc.’s 2013 Stock Incentive Plan (collectively, the “Plans”). This opinion is being furnished pursuant to Item 601(b)(5) of Regulation S-K and the instructions to Form S-8.

We are familiar with the proceedings to date with respect to the proposed offering and have examined such records, documents and matters of law and satisfied ourselves as to such matters of fact as we have considered relevant for purposes of this opinion. In rendering this opinion, we have relied as to certain matters on statements, representations and other information obtained from public officials, officers of the Company, and other sources believed by us to be responsible.

On the basis of the foregoing, we are of the opinion that:

1. The Company is a corporation duly incorporated and existing under the laws of the State of Tennessee and is in good standing with the Secretary of State of the State of Tennessee.

2. The Shares that may be issued and sold from time to time in accordance with the Plans will, when issued, sold and paid for in accordance with the Plans, be validly issued, fully paid and non-assessable.

Our opinion, with your concurrence, is predicated on and qualified in its entirety by the following:

A. The foregoing opinion is limited to the corporate laws of the State of Tennessee, and we are not expressing any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of

ALABAMA  •  FLORIDA  •  GEORGIA  •  LOUISIANA  •   MISSISSIPPI  •  TENNESSEE  •  TEXAS  •   WASHINGTON, D.C.  •

Mid-America Apartment Communities, Inc.

October 1, 2013

Page 2

Tennessee, or as to federal or state laws regarding fraudulent transfers. To the extent that any matters as to which our opinions is expressed herein would be governed by any jurisdiction other than the State of Delaware, we do not express any opinion on such matter.

B. The opinions set forth herein are expressed as of the date hereof and we disclaim any undertaking to advise you of any changes which may subsequently be brought to our attention in the facts or the law upon which such opinions are based.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of person whose consent is required under Section 7 of the Securities Act.

BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, a professional corporation
By:	/s/ Richard F. Mattern
	Richard F. Mattern, Authorized Representative

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) of Mid-America Apartment Communities, Inc. of our reports dated February 22, 2013, with respect to the consolidated financial statements and schedule of Mid-America Apartment Communities, Inc., and the effectiveness of internal control over financial reporting of Mid-America Apartment Communities, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2012, filed with the Securities and Exchange Commission, and to the incorporation by reference therein of our report dated March 22, 2013 with respect to the consolidated financial statements and schedule of Mid-America Apartments, L.P. filed with the Securities and Exchange Commission on Mid-America Apartment Communities, Inc.’s Current Report (Form 8-K, items 8.01 and 9.01 of such form, being the first of two Current Reports on Form 8-K filed on March 22, 2013 by Mid-America Apartment Communities, Inc.).

/s/ Ernst & Young LLP

Memphis, Tennessee

October 1, 2013

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement (Form S-8) of Mid-America Apartment Communities, Inc. of our reports dated December 6, 2012, January 22, 2013, December 14, 2012, and January 24, 2013, with respect to the statement of revenue and certain expenses of Adalay Bay, Legacy at Western Oaks, Allure at Brookwood, and The Heaven at Blanco for the year ended December 31, 2011, included in Mid-America Apartment Communities, Inc.’s Current Report on Form 8-K filed with the Securities & Exchange Commission on March 22, 2013 and containing information under items 2.01 and 9.01 of such form (being the second of two Current Reports on Form 8-K filed on March 22, 2013 by Mid-America Apartment Communities Inc.).

/s/ Watkins Uiberall, PLLC

October 1, 2013

EX-23.3

EXHIBIT 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 28, 2013 (except for changes in items reflected in discontinued operations discussed in Note 3, as to which the date is August 21, 2013), relating to the consolidated financial statements and financial statement schedules of Colonial Properties Trust and subsidiaries appearing in the Current Report on Form 8-K of Mid-America Apartment Communities, Inc. dated October 2, 2013.

/s/ Deloitte & Touche LLP

Birmingham, Alabama

October 2, 2013

EX-23.4

EXHIBIT 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 28, 2013 (except for changes in items reflected in discontinued operations discussed in Note 3, as to which the date is August 21, 2013), relating to the consolidated financial statements and financial statement schedules of Colonial Realty Limited Partnership, appearing in the Current Report on Form 8-K of Mid-America Apartment Communities, Inc. dated October 2, 2013.

/s/ Deloitte & Touche LLP

Birmingham, Alabama

October 2, 2013

EX-99.1

EXHIBIT 99.1

COLONIAL PROPERTIES TRUST

2008 OMNIBUS INCENTIVE PLAN, AS AMENDED

TABLE OF CONTENTS

	Page
1. PURPOSE		1
2. DEFINITIONS		1
3. ADMINISTRATION OF THE PLAN		6
3.1. Board		6
3.2. Committee		6
3.3. Terms of Awards		7
3.4. Forfeiture; Recoupment		8
3.5. No Repricing		9
3.6. Deferral Arrangement		9
3.7. No Liability		9
3.8. Share Issuance/Book-Entry		9
4. SHARES SUBJECT TO THE PLAN		9
4.1. Number of Shares Available for Awards		9
4.2. Adjustments in Authorized Shares		10
4.3. Share Usage		10
5. EFFECTIVE DATE, DURATION AND AMENDMENTS		10
5.1. Effective Date		10
5.2. Term		10
5.3. Amendment and Termination of the Plan		11
6. AWARD ELIGIBILITY AND LIMITATIONS		11
6.1. Service Providers and Other Persons		11
6.2. Successive Awards and Substitute Awards		11
7. AWARD AGREEMENT		11
8. TERMS AND CONDITIONS OF OPTIONS		12
8.1. Option Price		12
8.2. Vesting		12
8.3. Term		12
8.4. Termination of Service		12
8.5. Limitations on Exercise of Option		12
8.6. Method of Exercise		13
8.7. Rights of Holders of Options		13
8.8. Delivery of Share Certificates		13
8.9. Transferability of Options		13
8.10. Family Transfers		13
8.11. Limitations on Incentive Share Options		14
8.12. Notice of Disqualifying Disposition		14
9. GRANT AND EXERCISE OF UNIT OPTIONS		14
9.1 Issuance of Unit Options		14
9.2 Exercise of Unit Options		14
9.3 Termination of Unit Options		14
10. TERMS AND CONDITIONS OF SHARE APPRECIATION RIGHTS		14
10.1. Right to Payment and Grant Price		14
10.2. Other Terms		15
10.3. Term		15
10.4. Transferability of SARS		15
10.5. Family Transfers		15

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11. TERMS AND CONDITIONS OF RESTRICTED SHARES AND SHARE UNITS	16
11.1. Grant of Restricted Shares or Share Units	16
11.2. Restrictions	16
11.3. Restricted Share Certificates	16
11.4. Rights of Holders of Restricted Shares	16
11.5. Rights of Holders of Share Units	17
11.5.1. Voting and Dividend Rights	17
11.5.2. Creditor’s Rights	17
11.6. Termination of Service	17
11.7. Purchase of Restricted Shares and Shares Subject to Share Units	18
11.8. Delivery of Shares	18
11.9. Unrestricted Pool	18
12. TERMS AND CONDITIONS OF UNRESTRICTED SHARE AWARDS	18
13. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED SHARES	19
13.1. General Rule	19
13.2. Surrender of Shares	19
13.3. Cashless Exercise	19
13.4. Other Forms of Payment	19
14. TERMS AND CONDITIONS OF PERFORMANCE SHARES AND PERFORMANCE UNITS	19
14.1. Grant of Performance Units/Performance Shares	19
14.2. Value of Performance Units/Performance Shares	20
14.3. Earning of Performance Units/Performance Shares	20
14.4. Form and Timing of Payment of Performance Units/Performance Shares	20
14.5. Settlement of Awards; Other Terms	20
15. PARACHUTE LIMITATIONS	20
16. REQUIREMENTS OF LAW	21
16.1. General	21
16.2. Rule 16b-3	22
17. EFFECT OF CHANGES IN CAPITALIZATION	22
17.1. Changes in Shares	22
17.2. Reorganization in Which the Company Is the Surviving Entity Which does not Constitute a Corporate Transaction	23
17.3. Corporate Transaction in which Awards are not Assumed	23
17.4. Corporation Transaction in which Awards are Assumed	24
17.5. Adjustments	24
17.6. No Limitations on Company	24
18. GENERAL PROVISIONS	25
18.1. Disclaimer of Rights	25
18.2. Nonexclusivity of the Plan	25
18.3. Withholding Taxes	25
18.4. Captions	26
18.5. Other Provisions	26
18.6. Number and Gender	26
18.7. Severability	26
18.8. Governing Law	26
18.9. Section 409A of the Code	26

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COLONIAL PROPERTIES TRUST

2008 OMNIBUS INCENTIVE PLAN, AS AMENDED

Colonial Properties Trust, an Alabama real estate investment trust (the “Company”), sets forth herein the terms of its 2008 Omnibus Incentive Plan (as amended, the “Plan”), as of April 27, 2011, as follows:

1. PURPOSE

The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly qualified officers, trustees, key employees, and other persons, and to motivate such persons to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant of share options, share appreciation rights, restricted shares, share units (including deferred share units), and unrestricted shares. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms hereof. Share options granted under the Plan may be non-qualified share options or incentive share options, as provided herein, except that share options granted to outside trustees and any consultants or advisers providing services to the Company or an Affiliate shall in all cases be non-qualified share options.

2. DEFINITIONS

For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:

2.1 “Affiliate” means, with respect to the Company, any company or other trade or business that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary. For purposes of granting share options or share appreciation rights, an entity may not be considered an Affiliate unless the Company holds a “controlling interest” in such entity, where the term “controlling interest” has the same meaning as provided in Treasury Regulation 1.414(c)-2(b)(2)(i), provided that the language “at least 50 percent” is used instead of “at least 80 percent” and, provided further, that where granting of share options or share appreciation rights is based upon a legitimate business criteria, the language “at least 20 percent” is used instead of “at least 80 percent” each place it appears in Treasury Regulation 1.414(c)-2(b)(2)(i).

2.2 “Award” means a grant of an Option, Share Appreciation Right, Restricted Share, Unrestricted Share, Share Unit, Performance Share, or Performance Unit under the Plan.

2.3 “Award Agreement” means the agreement between the Company and a Grantee that evidences and sets out the terms and conditions of an Award.

2.4 “Benefit Arrangement” shall have the meaning set forth in Section 15 hereof.

2.5 “Board” means the Board of Trustees of the Company.

2.6 “Cause” means, as determined by the Board and unless otherwise provided in an applicable agreement with the Company or an Affiliate, (i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of a criminal offense (other than minor traffic offenses); or (iii) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Service Provider and the Company or an Affiliate.

2.7 “Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

2.8 “Committee” means a committee of, and designated from time to time by resolution of, the Board, which shall be constituted as provided in Section 3.2.

2.9 “Company” means Colonial Properties Trust.

2.10 “Corporate Transaction” means (i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, (ii) a sale of substantially all of the assets of the Company to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) which results in any person or entity owning 50% or more of the combined voting power of all classes of shares of the Company.

2.11 “Covered Employee” means a Grantee who is a covered employee within the meaning of Section 162(m)(3) of the Code.

2.12 “Disability” means the Grantee is unable to perform each of the essential duties of such Grantee’s position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than 12 months; provided, however, that, with respect to rules regarding expiration of an Incentive Share Option following termination of the Grantee’s Service, Disability shall mean the Grantee is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

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2.13 “Effective Date” means March 7, 2008, the date the Plan was approved by the Board.

2.14 “Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

2.15 “Fair Market Value” means the value of a Share, determined as follows: if on the Grant Date or other determination date the Shares are listed on an established national or regional stock exchange, or are publicly traded on an established securities market, the Fair Market Value of a Share shall be the closing price of the Shares on such exchange or in such market (if there is more than one such exchange or market the Board shall determine the appropriate exchange or market) on the Grant Date or such other determination date (or if there is no such reported closing price, the Fair Market Value shall be the mean between the highest bid and lowest asked prices or between the high and low sale prices on such trading day) or, if no sale of Shares is reported for such trading day, on the next preceding day on which any sale shall have been reported. If the Shares are not listed on such an exchange or traded on such a market, Fair Market Value shall be the value of the Shares as determined by the Board by the reasonable application of a reasonable valuation method, in a manner consistent with Code Section 409A.

2.16 “Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Grantee, any person sharing the Grantee’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which any one or more of these persons (or the Grantee) control the management of assets, and any other entity in which one or more of these persons (or the Grantee) own more than fifty percent of the voting interests.

2.17 “General Partner” means Colonial Properties Trust, the general partner of Colonial Realty Limited Partnership.

2.18 “Grant Date” means, as determined by the Board, the latest to occur of (i) the date as of which the Board approves an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 hereof, or (iii) such other date as may be specified by the Board.

2.19 “Grantee” means a person who receives or holds an Award under the Plan.

2.20 “Incentive Share Option” means an “incentive stock option” within the meaning of Section 422 of the Code, or the corresponding provision of any subsequently enacted tax statute, as amended from time to time.

2.21 “Non-qualified Share Option” means an Option that is not an Incentive Share Option.

2.22 “Operating Partnership” means Colonial Realty Limited Partnership.

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2.23 “Option” means an option to purchase one or more Shares pursuant to the Plan.

2.24 “Option Price” means the exercise price for each Share subject to an Option.

2.25 “Other Agreement” shall have the meaning set forth in Section 15 hereof.

2.26 “Outside Trustee” means a member of the Board who is not an officer or employee of the Company.

2.27 “Partnership Agreement” means the Third Amended and Restated Agreement of Limited Partnership of Colonial Realty Limited Partnership, as amended and/or restated from time to time.

2.28 “Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.

2.27 “Performance Share” means an Award under Section 14 herein and subject to the terms of this Plan, denominated in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.

2.28 “Performance Unit” means an Award under Section 14 herein and subject to the terms of this Plan, denominated in units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.

2.29 “Plan” means this Colonial Properties Trust 2008 Omnibus Incentive Plan, as amended, modified and/or restated from time to time.

2.30 “Prior Plans” means the Company’s Third Amended and Restated Employee Share Option and Restricted Share Plan, the Non-Employee Trustee Share Plan and the Trustee Share Option Plan.

2.31 “Purchase Price” means the purchase price for each Share pursuant to a grant of Restricted Shares or Unrestricted Shares.

2.32 “Reporting Person” means a person who is required to file reports under Section 16(a) of the Exchange Act.

2.33 “Restricted Shares” means Shares awarded to a Grantee pursuant to Section 11 hereof.

2.34 “SAR Exercise Price” means the per share exercise price of a SAR granted to a Grantee under Section 10 hereof.

2.35 “Securities Act” means the Securities Act of 1933, as now in effect or as hereafter amended.

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2.36 “Service” means service as a Service Provider to the Company or an Affiliate. Unless otherwise stated in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or an Affiliate. If the Service Provider’s employment or other service relationship is with an Affiliate and that entity ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when the entity ceases to be an Affiliate unless the Service Provider transfers his or her employment or other service relationship to the Company or its remaining Affiliates. Subject to the first sentence, whether a termination of Service shall have occurred for purposes of the Plan shall be determined by the Board, which determination shall be final, binding and conclusive.

2.37 “Service Provider” means an employee, officer or trustee of the Company or an Affiliate, or a consultant or adviser (who is a natural person) currently providing services to the Company or an Affiliate.

2.38 “Share” means a common share of beneficial interest, par value $.01 per share, of the Company.

2.39 “Share Appreciation Right” or “SAR” means a right granted to a Grantee under Section 10 hereof.

2.40 “Share Unit” means a bookkeeping entry representing the equivalent of one Share awarded to a Grantee pursuant to Section 11 hereof.

2.41 “Subsidiary” means any “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.

2.42 “Substitute Awards” means Awards granted upon assumption of, or in substitution for, outstanding awards previously granted by a company or other entity acquired by the Company or any Affiliate or with which the Company or any Affiliate combines.

2.43 “Ten Percent Shareholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding Shares of the Company, its parent or any of its Subsidiaries. In determining share ownership, the attribution rules of Section 424(d) of the Code shall be applied.

2.44 “Unit Option” means an option to purchase one or more Units pursuant to the Plan.

2.45 “Units” means units of partnership interest of the Operating Partnership (but does not include preferred interests in the Operating Partnership).

2.44 “Unrestricted Shares” means an Award pursuant to Section 12 hereof.

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3. ADMINISTRATION OF THE PLAN

3.1. Board

The Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s declaration of trust and by-laws and applicable law. The Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan, any Award or any Award Agreement. All such actions and determinations shall be by the affirmative vote of a majority of the members of the Board present at a meeting or by unanimous consent of the Board executed in writing in accordance with the Company’s declaration of trust and by-laws and applicable law. The interpretation and construction by the Board of any provision of the Plan, any Award or any Award Agreement shall be final, binding and conclusive.

3.2. Committee.

The Board from time to time may delegate to the Committee such powers and authorities related to the administration and implementation of the Plan, as set forth in Section 3.1 above and other applicable provisions, as the Board shall determine, consistent with the declaration of trust and by-laws of the Company and applicable law.

(i) Except as provided in Subsection (ii) and except as the Board may otherwise determine, the Committee, if any, appointed by the Board to administer the Plan shall consist of two or more Outside Trustees of the Company who: (a) qualify as “outside directors” within the meaning of Section 162(m) of the Code and who (b) meet such other requirements as may be established from time to time by the Securities and Exchange Commission for plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act and who (c) comply with the independence requirements of the stock exchange on which the Shares are listed, provided, that any action taken by the Committee shall be valid and effective whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 3.2(i) or otherwise provided in any charter of the Committee. Discretionary Awards to Outside Trustees may only be administered by the Committee.

(ii) The Board may also appoint one or more separate committees of the Board, each composed of one or more trustees of the Company who need not be Outside Trustees, who may administer the Plan with respect to employees or other Service Providers who are not officers or trustees of the Company, may grant Awards under the Plan to such employees or other Service Providers, and may determine all terms of such Awards.

In the event that the Plan, any Award or any Award Agreement entered into hereunder provides for any action to be taken by or determination to be made by the Board, such action may be taken or such determination may be made by the Committee if the power and authority to do so has been delegated to the Committee by the Board as provided for in this

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Section. Unless otherwise expressly determined by the Board, any such action or determination by the Committee shall be final, binding and conclusive. To the extent permitted by law, the Committee may delegate its authority under the Plan to a member of the Board.

3.3. Terms of Awards.

Subject to the other terms and conditions of the Plan, the Board shall have full and final authority to:

(i) designate Grantees,

(ii) determine the type or types of Awards to be made to a Grantee,

(iii) determine the number of Shares to be subject to an Award,

(iv) establish the terms and conditions of each Award (including, but not limited to, the exercise price of any Option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the Shares subject thereto, the treatment of an Award in the event of a change of control, and any terms or conditions that may be necessary to qualify Options as Incentive Share Options),

(v) prescribe the form of each Award Agreement evidencing an Award, and

(vi) amend, modify, or supplement the terms of any outstanding Award. Such authority specifically includes the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to make or modify Awards to eligible individuals who are foreign nationals or are individuals who are employed outside the United States to recognize differences in local law, tax policy, or custom. Notwithstanding the foregoing, no amendment, modification or supplement of any Award shall, without the consent of the Grantee, impair the Grantee’s rights under such Award.

The Company may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, to the extent specified in such Award Agreement applicable to the Grantee. In addition, the Company may annul an Award if the Grantee is an employee of the Company or an Affiliate thereof and is terminated for Cause as defined in the applicable Award Agreement or the Plan, as applicable.

3.4. Forfeiture; Recoupment.

The Committee may reserve the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee with respect to an Award thereunder on account of actions taken by, or failed to be taken by, such Grantee in violation or breach of or in conflict with any (a) employment agreement, (b) non-competition agreement, (c) agreement prohibiting

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solicitation of Employees or clients of the Company or any Affiliate, (d) confidentiality obligation with respect to the Company or any Affiliate, or (e) other agreement, as and to the extent specified in such Award Agreement. The Committee may annul an outstanding Award if the Grantee thereof is an Employee and is terminated for Cause as defined in the Plan or the applicable Award Agreement or for “cause” as defined in any other agreement between the Company or such Affiliate and such Grantee, as applicable.

Any Award granted pursuant to the Plan shall be subject to mandatory repayment by the Grantee to the Company to the extent the Grantee is, or in the future becomes, subject to any Company “clawback” or recoupment policy that requires the repayment by such Grantee to the Company of compensation paid to such Grantee by the Company or an Affiliate in the event that such Grantee fails to comply with, or violates, the terms or requirements of such policy. Such policy may authorize the Company to recover from a Grantee incentive-based compensation (including Options awarded as compensation) awarded to or received by such Grantee during a period of up to three (3) years, as determined by the Committee, preceding the date on which the Company is required to prepare an accounting restatement due to material noncompliance by the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws.

If the Company is required to prepare an accounting restatement due to the material noncompliance by the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, and any Award Agreement so provides, any Grantee of an Award under such Award Agreement who knowingly engaged in such misconduct, was grossly negligent in engaging in such misconduct, knowingly failed to prevent such misconduct or was grossly negligent in failing to prevent such misconduct, shall reimburse the Company the amount of any payment in settlement of such Award earned or accrued during the period of twelve (12) months following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained information affected by such material noncompliance.

Notwithstanding any other provision of the Plan or any provision of any Award Agreement, if the Company is required to prepare an accounting restatement, then Grantees shall forfeit any cash or Shares received in connection with an Award (or an amount equal to the Fair Market Value of such Shares on the date of delivery thereof to the Grantee if the Grantee no longer holds the Shares) if pursuant to the terms of the Award Agreement for such Award, the amount of the Award earned or the vesting in the Award was expressly based on the achievement of pre-established performance goals set forth in the Award Agreement (including earnings, gains, or other performance goals) that are later determined, as a result of the accounting restatement, not to have been achieved.

3.5. No Repricing.

Except in connection with a corporate transaction involving the Company (including, without limitation, any share dividend, distribution (whether in the form of cash, Shares, other securities or other property), share split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities or similar transaction),

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the Company may not, without obtaining shareholder approval: (a) amend the terms of outstanding Options or SARs to reduce the exercise price of such outstanding Options or SARs; (b) cancel outstanding Options or SARs in exchange for Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs; or (c) cancel outstanding Options or SARs with an exercise price below the current share price in exchange for cash or other securities.

3.6. Deferral Arrangement.

The Board may permit or require the deferral of any award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or dividend equivalents, including converting such credits into deferred Share equivalents. Any such deferrals shall be made in a manner that complies with Code Section 409A.

3.7. No Liability.

No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award or Award Agreement.

3.8. Share Issuance/Book-Entry

Notwithstanding any provision of this Plan to the contrary, the issuance of the Shares under the Plan may be evidenced in such a manner as the Board, in its discretion, deems appropriate, including, without limitation, book-entry registration or issuance of one or more Share certificates.

4. SHARES SUBJECT TO THE PLAN

4.1. Number of Shares Available for Awards

Effective as of April 27, 2011, subject to adjustment as provided in Section 17 hereof, the number of Shares available for issuance under the Plan shall be increased to ten million seven hundred thousand (10,700,000), all of which may be granted as Incentive Share Options, increased by Shares covered by awards granted under a Prior Plan that are not purchased or are forfeited or expire, or otherwise terminate without delivery of any Shares subject thereto, to the extent such Shares would again be available for issuance under such Prior Plan. Shares issued or to be issued under the Plan shall be authorized but unissued Shares; or, to the extent permitted by applicable law, issued Shares that have been reacquired by the Company.

4.2. Adjustments in Authorized Shares

The Board shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies. The number of Shares reserved pursuant to Section 4 shall be increased by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of Shares subject to Awards before and after the substitution.

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4.3. Share Usage

Shares covered by an Award shall be counted as used as of the Grant Date. Any Shares that are subject to Awards of Options shall be counted against the limit set forth in Section 4.1 as one (1) Share for every one (1) Share subject to an Award of Options. With respect to SARs, the number of Shares subject to an award of SARs will be counted against the aggregate number of Shares available for issuance under the Plan regardless of the number of Shares actually issued to settle the SAR upon exercise. Any Shares that are subject to Awards granted prior to April 27, 2011 other than Options or Share Appreciation Rights shall be counted against the limit set forth in Section 4.1 as 3.60 Shares for every one (1) Share granted. Any Shares that are subject to Awards granted on or after April 27, 2011 other than Options or Share Appreciation Rights shall be counted against the limit set forth in Section 4.1 as3.06 Shares for every one (1) Share granted. If any Shares covered by an Award granted under the Plan or a Prior Plan are not purchased or are forfeited or expire, or if an Award otherwise terminates without delivery of any Shares subject thereto or is settled in cash in lieu of Shares, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award shall, to the extent of any such forfeiture, termination or expiration, again be available for making Awards under the Plan in the same amount as such Shares were counted against the limit set forth in Section 4.1, provided that any Shares covered by an Award granted under a Prior Plan will again be available for making Awards under the Plan in the same amount as such Shares were counted against the limits set forth in the applicable Prior Plan. The number of Shares available for issuance under the Plan shall not be increased by (i) any Shares tendered or withheld or Award surrendered in connection with the purchase of Shares upon exercise of an Option as described in Section 13.2, or (ii) any Shares deducted or delivered from an Award payment in connection with the Company’s tax withholding obligations as described in Section 18.3.

5. EFFECTIVE DATE, DURATION AND AMENDMENTS

5.1. Effective Date.

The Plan shall be effective as of the Effective Date. Following the Effective Date no awards will be made under the Prior Plans.

5.2. Term.

The Plan shall terminate automatically on April 27, 2021 and may be terminated on any earlier date as provided in Section 5.3.

5.3. Amendment and Termination of the Plan

The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any Shares as to which Awards have not been made. An amendment shall be contingent on approval of the Company’s shareholders to the extent stated by the Board, required by applicable law or required by applicable stock exchange listing requirements. In

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addition, an amendment will be contingent on approval of the Company’s shareholders if the amendment would: (i) materially increase the benefits accruing to participants under the Plan, (ii) materially increase the aggregate number of Shares that may be issued under the Plan, or (iii) materially modify the requirements as to eligibility for participation in the Plan. No Awards shall be made after termination of the Plan. No amendment, suspension, or termination of the Plan shall, without the consent of the Grantee, impair rights or obligations under any Award theretofore awarded under the Plan.

6. AWARD ELIGIBILITY AND LIMITATIONS

6.1. Service Providers and Other Persons

Subject to this Section 6, Awards may be made under the Plan to: (i) any Service Provider to the Company or of any Affiliate, including any Service Provider who is an officer or trustee of the Company, or of any Affiliate, as the Board shall determine and designate from time to time and (ii) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Board.

6.2. Successive Awards and Substitute Awards.

An eligible person may receive more than one Award, subject to such restrictions as are provided herein. Notwithstanding Sections 8.1 and 10.1, the Option Price of an Option or the grant price of a SAR that is a Substitute Award (as defined in Section 2.42) may be less than 100% of the Fair Market Value of a Share on the original date of grant; provided, that, the Option Price or grant price is determined in accordance with the principles of Code Section 424 and the regulations thereunder.

7. AWARD AGREEMENT

Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine. Award Agreements granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Non-qualified Share Options or Incentive Share Options, and in the absence of such specification such options shall be deemed Non-qualified Share Options.

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8. TERMS AND CONDITIONS OF OPTIONS

8.1. Option Price

The Option Price of each Option shall be fixed by the Board and stated in the Award Agreement evidencing such Option. Except in the case of Substitute Awards, the Option Price of each Option shall be at least the Fair Market Value on the Grant Date of a Share; provided, however, that in the event that a Grantee is a Ten Percent Shareholder, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Share Option shall be not less than 110 percent of the Fair Market Value of a Share on the Grant Date. In no case shall the Option Price of any Option be less than the par value of a Share.

8.2. Vesting.

Subject to Sections 8.3 and 17.3 hereof, each Option granted under the Plan shall become exercisable at such times and under such conditions as shall be determined by the Board and stated in the Award Agreement. For purposes of this Section 8.2, fractional numbers of Shares subject to an Option shall be rounded down to the next nearest whole number.

8.3. Term.

Each Option granted under the Plan shall terminate, and all rights to purchase Shares thereunder shall cease, upon the expiration of seven years from the date such Option is granted, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the Award Agreement relating to such Option; provided, however, that in the event that the Grantee is a Ten Percent Shareholder, an Option granted to such Grantee that is intended to be an Incentive Share Option shall not be exercisable after the expiration of five years from its Grant Date.

8.4. Termination of Service.

Each Award Agreement shall set forth the extent to which the Grantee shall have the right to exercise the Option following termination of the Grantee’s Service. Such provisions shall be determined in the sole discretion of the Board, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

8.5. Limitations on Exercise of Option.

Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in whole or in part, prior to the date the Plan is approved by the shareholders of the Company as provided herein or after the occurrence of an event referred to in Section 17 hereof which results in termination of the Option.

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8.6. Method of Exercise.

Subject to the terms of Article 13 and Section 18.3, an Option that is exercisable may be exercised by the Grantee’s delivery to the Company of notice of exercise on any business day, at the Company’s principal office, on the form specified by the Company. Such notice shall specify the number of Shares with respect to which the Option is being exercised and shall be accompanied by payment in full of the Option Price of the Shares for which the Option is being exercised plus the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to an Award.

8.7. Rights of Holders of Options

Unless otherwise stated in the applicable Award Agreement, an individual holding or exercising an Option shall have none of the rights of a shareholder (for example, the right to receive cash or dividend payments or distributions attributable to the subject Shares or to direct the voting of the subject Shares) until the Shares covered thereby are fully paid and issued to him. Except as provided in Section 17 hereof, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance.

8.8. Delivery of Share Certificates.

Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price, such Grantee shall be entitled to the issuance of a shares certificate or certificates evidencing his or her ownership of the Shares subject to the Option.

8.9. Transferability of Options

Except as provided in Section 8.10, during the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency, the Grantee’s guardian or legal representative) may exercise an Option. Except as provided in Section 8.10, no Option shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.

8.10. Family Transfers.

If authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of an Option which is not an Incentive Share Option to any Family Member. For the purpose of this Section 8.10, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) a transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this Section 8.10, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Options are prohibited except to Family Members of the original Grantee in accordance with this Section 8.10 or by will or the laws of descent and distribution. The events of termination of Service of Section 8.4 hereof shall continue to be applied with respect to the original Grantee, following which the Option shall be exercisable by the transferee only to the extent, and for the periods specified, in Section 8.4.

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8.11. Limitations on Incentive Share Options.

An Option shall constitute an Incentive Share Option only (i) if the Grantee of such Option is an employee of the Company or any Subsidiary of the Company; (ii) to the extent specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the Shares with respect to which all Incentive Share Options held by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the Grantee’s employer and its Affiliates) does not exceed $100,000. This limitation shall be applied by taking Options into account in the order in which they were granted.

8.12. Notice of Disqualifying Disposition

If any Grantee shall make any disposition of Shares issued pursuant to the exercise of an Incentive Share Option under the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions), such Grantee shall notify the Company of such disposition within ten (10) days thereof.

9. GRANT AND EXERCISE OF UNIT OPTIONS

9.1 Issuance of Unit Options

Upon the issuance of an Option, and in accordance with Section 4.2(B) of the Partnership Agreement, the General Partner shall be deemed automatically to have caused the Operating Partnership to issue to the General Partner a corresponding Unit Option on terms identical to those of such Option.

9.2 Exercise of Unit Options

A Unit Option shall be deemed exercised automatically, upon the exercise by an Optionee of the corresponding Option, as to the number of Units equal to the number of Shares for which such Option is exercised. The General Partner shall then cause the Operating Partnership to issue such Units to the General Partner, and the Company shall remit payment for such Units to the General Partner, which shall then remit payment to the Operating Partnership, all in accordance with Section 4.2(B) of the Partnership Agreement.

9.3 Termination of Unit Options

Upon the termination of an Option, the corresponding Unit Option also shall terminate.

10. TERMS AND CONDITIONS OF SHARE APPRECIATION RIGHTS

10.1. Right to Payment and Grant Price.

A SAR shall confer on the Grantee to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one Share on the date of exercise over (B) the grant price of the SAR as determined by the Board. The Award Agreement for a SAR shall specify the grant price of the SAR, which shall be at least the Fair Market Value of a Share on the date of grant. SARs may be granted in conjunction

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with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in conjunction with all or part of any other Award or without regard to any Option or other Award; provided that a SAR that is granted subsequent to the Grant Date of a related Option must have a SAR Price that is no less than the Fair Market Value of one Share on the SAR Grant Date.

10.2. Other Terms.

The Board shall determine at the date of grant or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which SARs shall cease to be or become exercisable following termination of Service or upon other conditions, the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Shares will be delivered or deemed to be delivered to Grantees, whether or not a SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR.

10.3. Term.

Each SAR granted under the Plan shall terminate, and all rights thereunder shall cease, upon the expiration of seven years from the date such SAR is granted, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the Award Agreement relating to such SAR.

10.4. Transferability of SARS

Except as provided in Section 10.5, during the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency, the Grantee’s guardian or legal representative) may exercise a SAR. Except as provided in Section 10.5, no SAR shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.

10.5. Family Transfers.

If authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of a SAR to any Family Member. For the purpose of this Section 10.5, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) a transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this Section 10.5, any such SAR shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred SARs are prohibited except to Family Members of the original Grantee in accordance with this Section 10.5 or by will or the laws of descent and distribution.

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11. TERMS AND CONDITIONS OF RESTRICTED SHARES AND SHARE UNITS

11.1. Grant of Restricted Shares or Share Units.

Awards of Restricted Shares or Share Units may be made for no consideration (other than par value of the Shares which is deemed paid by Services already rendered).

11.2. Restrictions.

At the time a grant of Restricted Shares or Share Units is made, the Board may, in its sole discretion, establish a period of time (a “restricted period”) applicable to such Restricted Shares or Share Units. Each Award of Restricted Shares or Share Units may be subject to a different restricted period. The Board may in its sole discretion, at the time a grant of Restricted Shares or Share Units is made, prescribe restrictions in addition to or other than the expiration of the restricted period, including the satisfaction of corporate or individual performance objectives, which may be applicable to all or any portion of the Restricted Shares or Share Units as described in Article 14. Notwithstanding the foregoing terms of this Section 11.2, and subject to Section 11.9 below, (i) Restricted Shares and Share Units that vest solely by the passage of time shall not vest in full in less than three (3) years from the Grant Date, and (ii) Restricted Shares and Share Units that vest, or for which vesting may be accelerated, by achieving performance targets shall not vest in full in less than one (1) year from the Grant Date. The foregoing restriction shall not apply to Restricted Shares or Share Units assumed in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies. Neither Restricted Shares nor Share Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the restricted period or prior to the satisfaction of any other restrictions prescribed by the Board with respect to such Restricted Shares or Share Units.

11.3. Restricted Share Certificates.

The Company shall issue, in the name of each Grantee to whom Restricted Shares have been granted, share certificates representing the total number of Restricted Shares granted to the Grantee, as soon as reasonably practicable after the Grant Date. The Board may provide in an Award Agreement that either (i) the Secretary of the Company shall hold such certificates for the Grantee’s benefit until such time as the Restricted Shares are forfeited to the Company or the restrictions lapse, or (ii) such certificates shall be delivered to the Grantee, provided, however, that such certificates shall bear a legend or legends that comply with the applicable securities laws and regulations and makes appropriate reference to the restrictions imposed under the Plan and the Award Agreement.

11.4. Rights of Holders of Restricted Shares.

Unless the Board otherwise provides in an Award Agreement, holders of Restricted Shares shall have the right to vote such Shares and the right to receive any dividends declared or paid with respect to such Shares. The Board may provide that any dividends paid on Restricted Shares must be reinvested in Shares, which may or may not be subject to the same vesting conditions and restrictions applicable to such Restricted Shares. Dividends paid on Restricted Shares which vest or are earned based upon the achievement of performance goals shall not vest unless such performance goals for such Restricted Shares are achieved. All distributions, if any, received by a Grantee with respect to Restricted Shares as a result of any share split, share dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original Grant.

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11.5. Rights of Holders of Share Units.

11.5.1. Voting and Dividend Rights.

Holders of Share Units shall have no rights as shareholders of the Company. The Board may provide in an Award Agreement evidencing a grant of Share Units that the holder of such Share Units shall be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding Shares, a cash payment for each Share Unit held equal to the per-share dividend paid on the Shares. Such cash payments paid in connection with Share Units which vest or are earned based upon the achievement of performance goals shall not vest unless such performance goals for such Share Units are achieved. Such Award Agreement may also provide that such cash payment will be deemed reinvested in additional Share Units at a price per unit equal to the Fair Market Value of a Share on the date that such dividend is paid.

11.5.2. Creditor’s Rights.

A holder of Share Units shall have no rights other than those of a general creditor of the Company. Share Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.

11.6. Termination of Service.

(a) Unless the Board otherwise provides in an Award Agreement or in writing after the Award Agreement is issued, upon the termination of a Grantee’s Service, any Restricted Shares or Share Units held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of Restricted Shares or Share Units, the Grantee shall have no further rights with respect to such Award, including but not limited to any right to vote Restricted Shares or any right to receive dividends with respect to Restricted Shares or Share Units.

(b) Notwithstanding the terms of Section 11.6(a), and subject to Section 11.9 below, the Board may not (i) grant Restricted Shares or Share Units that provide for acceleration of vesting, except in the case of a Grantee’s death, disability or retirement, or upon or in connection with a Corporate Transaction, or upon the satisfaction of performance-based vesting conditions as provided in Section 11.2; or (ii) waive vesting restrictions or conditions applicable to Restricted Shares or Share Units, except in the case of a Grantee’s death, disability or retirement or upon or in connection with a Corporation Transaction. The foregoing restriction shall not apply to Restricted Shares or Share Unit Awards assumed in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies.

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11.7. Purchase of Restricted Shares and Shares Subject to Share Units.

The Grantee shall be required, to the extent required by applicable law, to purchase the Restricted Shares or Shares subject to vested Share Units from the Company at a Purchase Price equal to the greater of (i) the aggregate par value of the Shares represented by such Restricted Shares or Share Units (ii) the Purchase Price, if any, specified in the Award Agreement relating to such Restricted Shares or Share Units. The Purchase Price shall be payable in a form described in Section 13 or, in the discretion of the Board, in consideration for past or future Services rendered to the Company or an Affiliate.

11.8. Delivery of Shares.

Upon the expiration or termination of any restricted period and the satisfaction of any other conditions prescribed by the Board, the restrictions applicable to Restricted Shares or Share Units settled in Shares shall lapse, and, unless otherwise provided in the Award Agreement, a share certificate for such Shares shall be delivered, free of all such restrictions, to the Grantee or the Grantee’s beneficiary or estate, as the case may be. Neither the Grantee, nor the Grantee’s beneficiary or estate, shall have any further rights with regard to a Share Unit once the Shares represented by the Share Unit has been delivered.

11.9. Unrestricted Pool.

Notwithstanding anything to the contrary in this Plan, Restricted Shares and Share Unit Awards may be (i) granted with vesting terms that do not comply with the requirements of Section 11.2; (ii) granted with terms providing for the acceleration of vesting that do not comply with Section 11.6(b), and/or (iii) subsequent to the date of grant, modified to provide acceleration of vesting terms that do not comply with Section 11.6(b), provided that, in no event, shall the aggregate number of shares underlying Restricted Shares and Share Unit Awards granted or modified as contemplated in this Section 11.9 exceed five percent of the shares authorized for issuance in Section 4.1 hereof.

12. TERMS AND CONDITIONS OF UNRESTRICTED SHARE AWARDS

The Board may, in its sole discretion, grant (or sell at par value or such other higher purchase price determined by the Board) an Unrestricted Share Award to any Grantee pursuant to which such Grantee may receive Shares free of any restrictions (“Unrestricted Shares”) under the Plan; provided, however, that, in the aggregate, no more than five percent of the shares reserved for issuance under this Plan may be granted pursuant to this Section 12 and the exceptions set forth in Section 11.9. Unrestricted Share Awards may be granted or sold as described in the preceding sentence in respect of past services and other valid consideration, or in lieu of, or in addition to, any cash compensation due to such Grantee.

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13. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED SHARES

13.1. General Rule.

Payment of the Option Price for the Shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Shares shall be made in cash or in cash equivalents acceptable to the Company.

13.2. Surrender of Shares.

To the extent the Award Agreement so provides, payment of the Option Price for Shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Shares may be made all or in part through the tender or attestation to the Company of Shares, which shall be valued, for purposes of determining the extent to which the Option Price or Purchase Price has been paid thereby, at their Fair Market Value on the date of exercise or surrender.

13.3. Cashless Exercise.

With respect to an Option only (and not with respect to Restricted Shares), to the extent permitted by law and to the extent the Award Agreement so provides, payment of the Option Price for Shares purchased pursuant to the exercise of an Option may be made all or in part by delivery (on a form acceptable to the Board) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the Option Price and any withholding taxes described in Section 18.3.

13.4. Other Forms of Payment.

To the extent the Award Agreement so provides, payment of the Option Price for Shares purchased pursuant to exercise of an Option or the Purchase Price for Restricted Shares may be made in any other form that is consistent with applicable laws, regulations and rules, including, without limitation, Service.

14. TERMS AND CONDITIONS OF PERFORMANCE SHARES AND PERFORMANCE UNITS

14.1. Grant of Performance Units/Performance Shares.

Subject to the terms and provisions of this Plan, the Board, at any time and from time to time, may grant Performance Units and/or Performance Shares to Participants in such amounts and upon such terms as the Committee shall determine.

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14.2. Value of Performance Units/Performance Shares.

Each Performance Unit shall have an initial value that is established by the Board at the time of grant. The Board shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance Units/Performance Shares that will be paid out to the Participant.

14.3. Earning of Performance Units/Performance Shares.

Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units/Performance Shares shall be entitled to receive payout on the value and number of Performance Units/Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved. The Board shall have the ability, which it may exercise in its sole discretion, to alter the performance goals to take into account unusual or nonrecurring events or items or other factors the Board considers relevant.

14.4. Form and Timing of Payment of Performance Units/Performance Shares.

Payment of earned Performance Units/Performance Shares shall be as determined by the Board and as evidenced in the Award Agreement. Subject to the terms of this Plan, the Board, in its sole discretion, may pay earned Performance Units/Performance Shares in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Units/Performance Shares at the close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.

14.5. Settlement of Awards; Other Terms.

Settlement of such Awards shall be in cash, Shares, other Awards or other property, in the discretion of the Board. The Board shall specify the circumstances in which such Performance Shares or Performance Units shall be paid or forfeited in the event of termination of Service by the Grantee prior to the end of a performance period or settlement of Awards.

15. PARACHUTE LIMITATIONS

Notwithstanding any other provision of this Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by a Grantee with the Company or any Affiliate, except an agreement, contract, or understanding that expressly addresses Section 280G or Section 4999 of the Code (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Grantee (including groups or classes of Grantees or beneficiaries of which the Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a

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benefit to or for the Grantee (a “Benefit Arrangement”), if the Grantee is a “disqualified individual,” as defined in Section 280G(c) of the Code, any Option, Restricted Share, Share Unit, Performance Share or Performance Unit held by that Grantee and any right to receive any payment or other benefit under this Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Grantee under this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Grantee under this Plan to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a “Parachute Payment”) and (ii) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Grantee from the Company under this Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Grantee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Plan, in conjunction with all other rights, payments, or benefits to or for the Grantee under any Other Agreement or any Benefit Arrangement would cause the Grantee to be considered to have received a Parachute Payment under this Plan that would have the effect of decreasing the after-tax amount received by the Grantee as described in clause (ii) of the preceding sentence, then the Grantee shall have the right, in the Grantee’s sole discretion, to designate those rights, payments, or benefits under this Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Grantee under this Plan be deemed to be a Parachute Payment; provided, however, that in order to comply with Section 409A of the Code, the reduction or elimination will be performed in the order in which each dollar of value subject to an Award reduces the Parachute Payment to the greatest extent.

16. REQUIREMENTS OF LAW

16.1. General.

The Company shall not be required to sell or issue any Shares under any Award if the sale or issuance of such Shares would constitute a violation by the Grantee, any other individual exercising an Option, or the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of Shares, no Shares may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Without limiting the generality of the foregoing, in connection with the Securities Act, upon the exercise of any Option or any SAR that may be settled in Shares or the delivery of any Shares underlying an Award, unless a registration statement under such Act is in effect with respect to the Shares covered by such Award, the Company shall not be required to sell or issue such Shares unless the Board has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such Shares pursuant to an exemption from registration under the

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Securities Act. Any determination in this connection by the Board shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or a SAR or the issuance of Shares pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option (or SAR that may be settled in Shares) shall not be exercisable until the Shares covered by such Option (or SAR) are registered or are exempt from registration, the exercise of such Option (or SAR) under circumstances in which the laws of such jurisdiction apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

16.2. Rule 16b-3.

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.

17. EFFECT OF CHANGES IN CAPITALIZATION

17.1. Changes in Shares.

If the number of outstanding Shares is increased or decreased or the Shares are changed into or exchanged for a different number or kind of shares or other securities of the Company on account of any recapitalization, reclassification, share split, reverse split, combination of shares, exchange of shares, share dividend or other distribution payable in capital shares, or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares for which grants of Options and other Awards may be made under the Plan shall be adjusted proportionately and accordingly by the Company. In addition, the number and kind of shares for which Awards are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the Grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Exercise Price payable with respect to Shares that are subject to the unexercised portion of an outstanding Option or SAR, as applicable, but shall include a corresponding proportionate adjustment in the Option Price or SAR Exercise Price per share. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend but excluding a non-extraordinary dividend of the Company) without receipt of consideration by the Company, the Company shall, in such manner as the Company deems appropriate, adjust (i) the number and kind of Shares subject to outstanding Awards and/or (ii) the exercise price of outstanding Options and Share Appreciation Rights to reflect such distribution.

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17.2. Reorganization in Which the Company Is the Surviving Entity Which does not Constitute a Corporate Transaction.

Subject to Section 17.3 hereof, if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other entities which does not constitute a Corporate Transaction, any Option or SAR theretofore granted pursuant to the Plan shall pertain to and apply to the securities to which a holder of the number of Shares subject to such Option or SAR would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the Option Price or SAR Exercise Price per share so that the aggregate Option Price or SAR Exercise Price thereafter shall be the same as the aggregate Option Price or SAR Exercise Price of the shares remaining subject to the Option or SAR immediately prior to such reorganization, merger, or consolidation. Subject to any contrary language in an Award Agreement evidencing an Award, any restrictions applicable to such Award shall apply as well to any replacement shares received by the Grantee as a result of the reorganization, merger or consolidation. In the event of a transaction described in this Section 17.2, Share Units shall be adjusted so as to apply to the securities that a holder of the number of Shares subject to the Share Units would have been entitled to receive immediately following such transaction.

17.3. Corporate Transaction in which Awards are not Assumed.

Upon the occurrence of a Corporate Transaction in which outstanding Options, SARs, Share Units and Restricted Shares are not being assumed or continued:

(i) all outstanding Restricted Shares shall be deemed to have vested, and all Share Units shall be deemed to have vested and the Shares subject thereto shall be delivered, immediately prior to the occurrence of such Corporate Transaction, and

(ii) either of the following two actions shall be taken:

(A) fifteen days prior to the scheduled consummation of a Corporate Transaction, all Options and SARs outstanding hereunder shall become immediately exercisable and shall remain exercisable for a period of fifteen days, or

(B) the Board may elect, in its sole discretion, to cancel any outstanding Awards of Options, Restricted Shares, Share Units, and/or SARs and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities having a value (as determined by the Board acting in good faith), in the case of Restricted Shares or Share Units, equal to the formula or fixed price per share paid to holders of Shares and, in the case of Options or SARs, equal to the product of the number of Shares subject to the Option or SAR (the “Award Shares”) multiplied by the amount, if any, by which (I) the formula or fixed price per share paid to holders of Shares pursuant to such transaction exceeds (II) the Option Price or SAR Exercise Price applicable to such Award Shares.

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With respect to the Company’s establishment of an exercise window, (i) any exercise of an Option or SAR during such fifteen-day period shall be conditioned upon the consummation of the event and shall be effective only immediately before the consummation of the event, and (ii) upon consummation of any Corporate Transaction, the Plan and all outstanding but unexercised Options and SARs shall terminate. The Board shall send notice of an event that will result in such a termination to all individuals who hold Options and SARs not later than the time at which the Company gives notice thereof to its shareholders.

17.4. Corporation Transaction in which Awards are Assumed.

The Plan, Options, SARs, Share Units and Restricted Shares theretofore granted shall continue in the manner and under the terms so provided in the event of any Corporate Transaction to the extent that provision is made in writing in connection with such Corporate Transaction for the assumption or continuation of the Options, SARs, Share Units and Restricted Shares theretofore granted, or for the substitution for such Options, SARs, Share Units and Restricted Shares for new common share options and share appreciation rights and new common share units and restricted shares relating to the shares of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common stock) and option and share appreciation right exercise prices. In the event a Grantee’s Award is assumed, continued or substituted upon the consummation of any Corporate Transaction and his employment is terminated without Cause within one year following the consummation of such Corporate Transaction, the Grantee’s Award will be fully vested and may be exercised in full, to the extent applicable, beginning on the date of such termination and for the one-year period immediately following such termination or for such longer period as the Committee shall determine.

17.5. Adjustments

Adjustments under this Section 17 related to Shares or securities of the Company shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share. The Board shall determine the effect of a Corporate Transaction upon Awards other than Options, SARs, Share Units and Restricted Shares, and such effect shall be set forth in the appropriate Award Agreement. The Board may provide in the Award Agreements at the time of grant, or any time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those described in Sections 17.1, 17.2, 17.3 and 17.4. This Section 17 does not limit the Company’s ability to provide for alternative treatment of Awards outstanding under the Plan in the event of change of control events that are not Corporate Transactions.

17.6. No Limitations on Company

The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets.

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18. GENERAL PROVISIONS

18.1. Disclaimer of Rights

No provision in the Plan or in any Award or Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Company. In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, no Award granted under the Plan shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to be a trustee, officer, consultant or employee of the Company or an Affiliate. The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.

18.2. Nonexclusivity of the Plan

Neither the adoption of the Plan nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Board in its discretion determines desirable, including, without limitation, the granting of share options otherwise than under the Plan.

18.3. Withholding Taxes

The Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of any Shares upon the exercise of an Option or pursuant to an Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay to the Company or the Affiliate, as the case may be, any amount that the Company or the Affiliate may reasonably determine to be necessary to satisfy such withholding obligation. Subject to the prior approval of the Company or the Affiliate, which may be withheld by the Company or the Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or the Affiliate to withhold Shares otherwise issuable to the Grantee or (ii) by delivering to the Company or the Affiliate Shares already owned by the Grantee. The Shares so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations. The Fair Market Value of the Shares used to satisfy such withholding obligation shall be determined by the Company or the Affiliate as of the date that the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 18.3 may satisfy his or her withholding obligation only with Shares that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The maximum number of

- 25 -

Shares that may be withheld from any Award to satisfy any federal, state or local tax withholding requirements upon the exercise, vesting, lapse of restrictions applicable to such Award or payment of Shares pursuant to such Award, as applicable, cannot exceed such number of shares having a Fair Market Value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state or local taxing authority with respect to such exercise, vesting, lapse of restrictions or payment of Shares.

18.4. Captions

The use of captions in this Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement.

18.5. Other Provisions

Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board, in its sole discretion.

18.6. Number and Gender

With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.

18.7. Severability

If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

18.8. Governing Law

The validity and construction of this Plan and the instruments evidencing the Awards hereunder shall be governed by the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.

18.9. Section 409A of the Code

The Board intends to comply with Section 409A of the Code (“Section 409A”), or an exemption to Section 409A, with regard to Awards hereunder that constitute nonqualified deferred compensation within the meaning of Section 409A. To the extent that the Board determines that a Grantee would be subject to the additional 20% tax imposed on certain nonqualified deferred compensation plans pursuant to Section 409A as a result of any provision of any Award granted under this Plan, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Board.

*     *     *

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EX-99.2

EXHIBIT 99.2

COLONIAL PROPERTIES TRUST

THIRD AMENDED AND RESTATED

EMPLOYEE SHARE OPTION AND RESTRICTED SHARE PLAN

(As Amended)

TABLE OF CONTENTS

			Page
1.	PURPOSE			1
2.	DEFINITIONS			1
3.	ADMINISTRATION			6
	3.1.	Company Plan		6
	3.2.	Operating Partnership Plan		6
	3.3.	Management Company Plan		7
	3.4.	No Liability		8
	3.5.	Applicability of Rule 16b-3		8
4.	SHARES			8
5.	ELIGIBILITY			8
	5.1.	Designated Recipients		8
	5.2.	Successive Grants		9
6.	EFFECTIVE DATE AND TERM OF THE PLAN			9
	6.1.	Effective Date		9
	6.2.	Term		9
7.	PARACHUTE LIMITATIONS			9
8.	GRANT OF OPTIONS			10
	8.1.	General		10
	8.2.	Limitation on Grants of Options to Executives		10
9.	LIMITATION OF INCENTIVE SHARE OPTIONS			11
10.	SHARE OPTION AGREEMENTS			11
11.	OPTION PRICE			11
12.	TERM AND EXERCISE OF OPTIONS			11
	12.1.	Term		11
	12.2.	Option Period and Limitations on Exercise		12
	12.3.	Termination of Employment		12
	12.4.	Rights in the Event of Death		13
	12.5.	Rights in the Event of Disability		13
	12.6.	Limitations on Exercise of Option		14
	12.7.	Method of Exercise		14
	12.8.	Transfer of Shares to Employee		15
	12.9.	Transfer of Shares to Other Employees		15
13.	GRANT AND EXERCISE OF UNIT OPTIONS			15
	13.1.	Issuance of Unit Options		15
	13.2.	Exercise of Unit Options		15
	13.3.	Termination of Unit Options		16
14.	GRANT OF RESTRICTED SHARES AND SHARE UNITS			16
	14.1.	Restricted Share and Share Unit Awards		16
	14.2.	Restricted and Share Unit Agreements		17

	14.3.	Certificates for Restricted Shares	18
	14.4.	Delivery of Shares Subject to Share Units	18
15.	AWARDS OF UNRESTRICTED BONUS SHARES		18
16.	PERFORMANCE CRITERIA		19
17.	PERFORMANCE SHARES		19
	17.1.	Grant of Performance Shares	19
	17.2.	Earning of Performance Shares	19
	17.3.	Form and Timing of Payment of Performance Shares	19
	17.4.	Termination of Employment	20
18.	TRANSFERABILITY OF OPTIONS, RESTRICTED SHARES, SHARE UNITS AND PERFORMANCE SHARES		20
	18.1.	Transferability of Options	20
	18.2.	Transferability of Restricted Shares, Share Units and Performance Shares	20
19.	USE OF PROCEEDS		21
20.	REQUIREMENTS OF LAW		21
	20.1.	General	21
	20.2.	Rule 16b-3	22
	20.3.	REIT Qualification	22
21.	AMENDMENT AND TERMINATION OF THE PLAN		22
22.	EFFECT OF CHANGES IN CAPITALIZATION		23
	22.1.	Changes in Shares	23
	22.2.	Reorganization in Which the Company Is the Surviving Entity	23
	22.3.	Reorganization in Which the Company Is Not the Surviving Entity or Sale of Assets or Shares	24
	22.4.	Adjustments	25
	22.5.	No Limitations on Company	25
23.	DISCLAIMER OF RIGHTS		25
24.	NONEXCLUSIVITY OF THE PLAN		25
25.	CAPTIONS		26
26.	WITHHOLDING TAXES		26
	26.1.	Withholding	26
	26.2.	Limitations for Reporting Person	26
27.	OTHER PROVISIONS		26
28.	NUMBER AND GENDER		27
29.	SEVERABILITY		27
30.	GOVERNING LAW		27
31.	SECTION 409A		27

ii

COLONIAL PROPERTIES TRUST

THIRD AMENDED AND RESTATED

EMPLOYEE SHARE OPTION AND RESTRICTED SHARE PLAN

(As Amended)

This Colonial Properties Trust Third Amended and Restated Employee Share Option and Restricted Share Plan (the “Plan”) amends and restates in its entirety the Second Amended and Restated Colonial Properties Trust Employee Share Option and Restricted Share Plan. Set forth herein are all of the terms of the three plans comprising the Plan, one for the benefit of the employees of Colonial Properties Trust (the “Company Plan”), one for the benefit of employees of Colonial Realty Limited Partnership (the “Operating Partnership”) its general partner and any Affiliate of the Operating Partnership (the “Operating Partnership Plan”) and one for the benefit of employees of Colonial Properties Services, Inc. (the “Management Company”) and any Affiliate of the Management Company (the “Management Company Plan”).

1. PURPOSE

The Plan is intended to advance the interests of the Company, the Operating Partnership and the Management Company by providing eligible individuals (as designated pursuant to Section 5) with an opportunity to acquire or increase a proprietary interest in the Company by granting them options, bonuses, restricted shares, share units and performance shares in accordance with the terms stated herein, which thereby will create a stronger incentive to expend maximum effort for the growth and success of the Company, the Operating Partnership and the Management Company, and encourage such eligible individuals to continue to serve the Company, the Operating Partnership or the Management Company. Each share option granted under the Plan is intended to be an “incentive stock option” except (1) to the extent that any such Option would exceed the limitations set forth in Section 9 below, (2) for Options granted to an employee other than an employee of the Company or any Subsidiary of the Company and (3) for Options specifically designated at the time of grant as not being “incentive stock options.”

2. DEFINITIONS

For purposes of interpreting the Plan and related documents (including Share Option Agreements, Restricted Share Agreements, Share Unit Agreements and Performance Share Agreements), the following definitions shall apply:

“Affiliate” means with respect to an entity, any company or other trade or business that is controlled by or under common control with such entity (determined in accordance with the principles of Section 414(b) and 414(c) of the Code and the regulations thereunder) or is an affiliate of such entity within the meaning of Rule 405 of Regulation C under the 1933 Act.

1

“Agreement” means a written agreement that sets out the terms and conditions of the grant of an Incentive Award.

“Applicable Committee” means, with respect to the Company Plan and the Operating Partnership Plan, the Company Committee, and, with respect to the Management Company Plan, the Management Company Committee.

“Board of Directors” means the Board of Directors of Colonial Properties Services, Inc.

“Board of Trustees” means the Board of Trustees of the Company.

“Bonus Shares” means Shares awarded to eligible individuals pursuant to Section 15 of the Plan.

“Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

“Company” means Colonial Properties Trust.

“Company Committee” means the Executive Compensation Committee of the Board of Trustees, which must consist of no fewer than two members of such board and shall be appointed by such board, or such other committee as the Board of Trustees or the Plan shall designate.

“Company Plan” means the Plan as administered pursuant to Section 3.1 hereof for the benefit of employees of the Company.

“Effective Date” means September 28, 1993; it being understood that the amendments to the Second Amended and Restated Employee Share Option and Restricted Share Plan reflected in this Plan shall be deemed effective as of April 26, 2006.

“Employer” means the Company, the Operating Partnership or its general partner, the Management Company, or any Affiliate of the Management Company, in their capacity as Employers of persons eligible to be designated recipients of Incentive Awards.

“Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

“Exercise Price” means the Option Price multiplied by the number of Shares purchased pursuant to the exercise of an Option.

2

“Expiration Date” means the tenth (10th) anniversary of the Grant Date, or, if earlier, the termination of the Option pursuant to Section 22.3 hereof.

“Fair Market Value” means the value of each Share subject to the Plan determined as follows: if on the Grant Date or other determination date the Shares are listed on an established national or regional stock exchange, are admitted to quotation on the National Association of Securities Dealers Automated Quotation System, or are publicly traded on an established securities market, the Fair Market Value of the Shares shall be the closing price of the Shares on such exchange or in such market (the highest such closing price if there is more than one such exchange or market) on the trading day immediately preceding the Grant Date or such other determination date (or if there is no such reported closing price, the Fair Market Value shall be the mean between the highest bid and lowest asked prices or between the high and low sale prices on such trading day) or, if no sale of the Shares is reported for such trading day, on the next preceding day on which any sale shall have been reported. If the Shares are not listed on such an exchange, quoted on such System or traded on such a market, Fair Market Value shall be determined by the Board of Trustees in good faith.

“General Partner” means Colonial Properties Holding Company, the general partner of Colonial Realty Limited Partnership.

“Grant Date” means, as determined by the Applicable Committee, (1) the date as of which the Applicable Committee approves the grant, (2) the date as of which the Optionee or Holder and the Employer enter into the relationship resulting in the Optionee or Holder being eligible for grants, or (3) such other date as the Applicable Committee shall determine.

“Grantee” means a person who is awarded an Incentive Award under the Plan.

“Granting Employer” means the Company, the Operating Partnership or the Management Company, each with respect to Incentive Awards made pursuant to the Company Plan, the Operating Partnership Plan and the Management Company Plan, respectively, unless the Applicable Committee as to any grant designates another Employer as the Granting Employer.

“Holder” means a person who holds Restricted Shares, Share Units or Performance Shares under the Plan.

“Immediate Family Members” means the spouse, ex-spouse, children, step-children or grandchildren of the Optionee.

“Incentive Award” means an award of an Option, Bonus Shares, Restricted Shares, Share Units or Performance Shares under the Plan.

3

“Incentive Share Option” means an “incentive stock option” within the meaning of Code Section 422.

“Limited Partnership Agreement” means the agreement of limited partnership of Colonial Realty Limited Partnership, as now in effect or as hereafter amended.

“Management Company” means Colonial Properties Services, Inc.

“Management Company Committee” means the Board of Directors of the Management Company or any committee thereof appointed by such board or designated in the Plan to administer the Management Company Plan.

“Management Company Plan” means the Plan as administered pursuant to Section 3.3 hereof for the benefit of the employees of the Management Company or its Affiliates.

“Operating Partnership” means Colonial Realty Limited Partnership.

“Operating Partnership Plan” means the Plan as administered pursuant to Section 3.2 hereof for the benefit of the employees of the Operating Partnership, its general partner and its Affiliates.

“Option” means an option to purchase one or more Shares pursuant to the Plan.

“Option Agreement” means the written agreement evidencing the grant of an Option hereunder.

“Optionee” means a person who holds an Option under the Plan.

“Option Period” means the period during which Options may be exercised as defined in Section 12.

“Option Price” means the purchase price for each Share subject to an Option.

“Partnership Agreement” means the Third Amended and Restated Agreement of Limited Partnership of Colonial Realty Limited Partnership, as amended and/or restated from time to time.

“Performance Shares” means an Incentive Award under Section 17 hereof and subject to the terms of this Plan, denominated in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.

4

“Performance Share Agreement” means the written agreement evidencing the grant of Performance Shares hereunder.

“Performance Share Award” means an award of Performance Shares granted pursuant to Section 17 of this Plan.

“Plan” means this Third Amended and Restated Employee Share Option and Restricted Share Plan (which encompasses the Company Plan, the Operating Partnership Plan and the Management Company Plan), as the same may be hereafter amended from time to time.

“Reporting Person” means a person who is required to file reports under Section 16(a) of the Exchange Act with respect to the Company or the Operating Partnership.

“Restricted Shares” means Shares which are subject to a risk of forfeiture pursuant to the Plan.

“Restricted Share Agreement” means the written agreement evidencing the grant of Restricted Shares hereunder.

“Restricted Share Award” means an award of Restricted Shares granted pursuant to Section 14 of this Plan.

“1933 Act” means the Securities Act of 1933, as now in effect or as hereafter amended.

“Shares” mean the common shares of beneficial interest, par value $.01 per Share, of the Company.

“Share Option Agreement” means the written agreement evidencing the grant of an Option hereunder.

“Share Unit” means a bookkeeping entry representing the equivalent of one Share.

“Share Unit Agreement” means the written agreement evidencing the grant of Share Units hereunder.

“Share Unit Award” means an award of Share Units granted pursuant to Section 14 of this Plan.

“Subsidiary” means any “subsidiary corporation” of the Company within the meaning of Code Section 425(f).

“Units” means units of partnership interest of the Operating Partnership (but does not include preferred interests in the Operating Partnership).

5

“Unit Option” means an option to purchase one or more Units pursuant to the Plan.

3. ADMINISTRATION

3.1. Company Plan.

The Company Plan shall be administered by the Company Committee, which shall be appointed by the Board of Trustees. Each member of the Company Committee must qualify in all respects as a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and as an “outside director” as defined in U.S. Treasury Regulations Sections 1.162-27(e)(3). The Company Committee shall have such powers and authorities related to the administration of the Company Plan as are consistent with the Company’s declaration of trust and by-laws and with applicable law. The Company Committee shall have the full power and authority (subject to any restrictions imposed by the Board of Trustees, the Company’s declaration of trust or by-laws or applicable law) to take all actions and to make all determinations required or provided for under the Company Plan, any Incentive Award granted by the Company Committee under the Company Plan and any Agreement entered into in connection therewith and shall have the full power and authority to take all such other actions and determinations not inconsistent with the specific terms and provisions of the Company Plan that the Company Committee deems to be necessary or appropriate to the administration of the Company Plan, any Incentive Award granted by the Company Committee under the Company Plan and any Agreement entered into in connection therewith. The interpretation and construction by the Company Committee of any provision of the Company Plan, any Incentive Award granted by the Company Committee under the Company Plan and any Agreement entered into in connection therewith shall be final and conclusive. In addition, the Chief Executive Officer of the Company, acting as a committee of the Board of Trustees, shall have the authority to make awards of Bonus Shares pursuant to Section 15 hereof to any employee of the Company other than a Reporting Person, and to make Incentive Awards to new employees of the Company (other than awards of Reporting Persons) in connection with their assuming employment with the Company.

3.2. Operating Partnership Plan.

The Operating Partnership Plan shall be administered by the Company Committee, which shall be appointed by the Board of Trustees. Each member of the Company Committee must qualify in all respects as a “non-employee director” as defined in Rule 16b-3 under the Exchange Act. The Company Committee shall have the full power and authority (subject to any restrictions imposed on such Company Committee by Section 3.1 hereof) to take all actions and to make all determinations required or provided for under the Operating

6

Partnership Plan, any Incentive Award granted by the Company Committee under the Operating Partnership Plan and any Agreement entered into in connection therewith and shall have the full power and authority to take all such other actions and determinations not inconsistent with the specific terms and provisions of the Operating Partnership Plan that the Company Committee deems to be necessary or appropriate to the administration of the Operating Partnership Plan, any Incentive Award granted by the Company Committee under the Operating Partnership Plan and any Agreement entered into in connection therewith. The interpretation and construction by the Company Committee of any provision of the Operating Partnership Plan, any Incentive Award granted by the Company Committee under the Operating Partnership Plan and any Agreement entered into in connection therewith shall be final and conclusive. In addition, the Chief Executive Officer of the Company, acting as a committee of the Board of Trustees, shall have the authority to make awards of Bonus Shares pursuant to Section 15 hereof to any employee of the Operating Partnership other than a Reporting Person, and to make Incentive Awards to new employees of the Operating Partnership or its affiliates (other than Reporting Persons) in connection with their assuming employment with the Operating Partnership or its affiliates.

3.3. Management Company Plan.

The Management Company Plan shall be administered by the Management Company Committee. The Management Company Committee shall have such powers and authorities related to the administration of the Management Company Plan as are consistent with the Management Company’s articles of incorporation and by-laws and with applicable law. The Management Company Committee shall have the full power and authority (subject to any restrictions imposed by the Board of Directors of the Management Company, the Management Company’s articles of incorporation or by-laws or applicable law) to take all actions and to make all determinations required or provided for under the Management Company Plan, any Incentive Award granted by the Management Company Committee under the Management Company Plan and any Agreement entered into in connection therewith and shall have the full power and authority to take all such other actions and determinations not inconsistent with the specific terms and provisions of the Management Company Plan that the Management Company Committee deem to be necessary or appropriate to the administration of the Management Company Plan, any Incentive Award granted by the Management Company Committee under the Management Company Plan and any Agreement entered into in connection therewith. The interpretation and construction by the Management Company Committee of any provision of the Management Company Plan, any Incentive Award granted by the Management Company Committee under the Management Company Plan and any Agreement entered into in connection therewith shall be final and conclusive. In addition, the Chief Executive Officer of the Management Company, acting as a committee of the Board of Directors, shall have the authority to make awards of Bonus Shares pursuant to Section 15 hereof to any employee of the Company other than a Reporting Person, and to make Incentive Awards to new employees of the Management Company (other than Reporting Persons) in connection with their assuming employment with the Management Company.

7

3.4. No Liability.

No member of the Company Committee or the Management Company Committee shall be liable to any Optionee, Holder or Grantee or to the Company, the Operating Partnership, or the Management Company or any their Subsidiaries, Affiliates, employees, shareholders, or partners for any action or determination made in good faith with respect to the Plan or any Incentive Award granted or Agreement entered into hereunder.

3.5. Applicability of Rule 16b-3.

Those provisions of the Plan that make express reference to Rule 16b-3 shall apply only to Reporting Persons.

4. SHARES

The Shares that are the subject of an Incentive Award may be (1) issued and outstanding Shares owned or acquired by the Granting Employer, (2) treasury Shares (to the extent permitted by applicable law) or (3) authorized but unissued Shares. The aggregate total number of Shares that may be issued pursuant to Incentive Awards under the Plan shall be 3,200,000, as increased from time to time to equal ten percent (10%) of the number of issued and outstanding Shares and Units (excluding Units held by the General Partner), provided that no more than 3,200,000 Shares may be issued pursuant to Incentive Share Options, and no more than 750,000 Restricted Shares, Stock Units or Performance Shares may be issued pursuant to Incentive Awards. If any Incentive Award expires, terminates, or is terminated or canceled and no more than 750,000 Shares may be issued pursuant to Share Unit awards for any reason prior to exercise or vesting in full, the Shares that were subject to the unexercised, forfeited, or terminated portion of such Incentive Award shall be available immediately for future grants of Incentive Awards under the Plan.

5. ELIGIBILITY

5.1. Designated Recipients.

Incentive Awards may be granted under the Plan to (1) any full-time employee of the Company, the Operating Partnership or its general partner, any Affiliate of the Operating Partnership, the Management Company or any Affiliate of

8

the Management Company, as the Applicable Committee shall determine and designate from time to time (including officers, trustees or directors of the Company, the Operating Partnership or its general partner, any Affiliate of the Operating Partnership or the Management Company or any Affiliate of the Management Company, except that no officer, trustee or director of the Company, the General Partner or the Management Company shall be eligible to receive grants of Bonus Shares) or (2) any other individual whose participation in the Plan is determined by the Company Committee to be in the best interests of the Company and is so designated by the Company Committee.

5.2. Successive Grants.

An individual may hold more than one Incentive Award, subject to such restrictions as are provided herein.

6. EFFECTIVE DATE AND TERM OF THE PLAN

6.1. Effective Date.

The Plan is effective as of the Effective Date.

6.2. Term.

The Plan shall expire on April 23, 2008. All capitalized terms used herein shall have the meanings assigned to them in the Plan. Except as expressly amended hereby, the Plan remains in full force and effect.

7. PARACHUTE LIMITATIONS

Notwithstanding any other provision of this Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee, Grantee or Holder with any Employer that is not an agreement, contract, or understanding entered into after the Effective Date that expressly modifies or excludes application of this paragraph (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation by the Employers to the Optionee, Grantee or Holder (including groups or classes of participants or beneficiaries of which the Optionee, Grantee or Holder is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee, Grantee or Holder (a “Benefit Arrangement”), if the Optionee, Grantee or Holder is a “disqualified individual,” as defined in Section 280G(c) of the Code, any Option held by that Optionee and any right to receive any payment or other benefit under this Plan shall not become exercisable or vested (1) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Optionee, Grantee or Holder under this Plan, all Other

9

Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee, Grantee or Holder under this Plan to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a “Parachute Payment”) and (2) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Optionee, Grantee or Holder from all Employers under this Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Optionee, Grantee or Holder without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Plan, in conjunction with all other rights, payments, or benefits to or for the Optionee, Grantee or Holder under any Other Agreement or any Benefit Arrangement would cause the Optionee, Grantee or Holder to be considered to have received a Parachute Payment under this Plan that would have the effect of decreasing the after-tax amount received by the Optionee, Grantee or Holder as described in clause (2) of the preceding sentence, then the Optionee, Grantee or Holder shall have the right, in the Optionee’s, Grantee’s or Holder’s sole discretion, to designate those rights, payments, or benefits under this Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee, Grantee or Holder under this Plan be deemed to be a Parachute Payment.

8. GRANT OF OPTIONS

8.1. General.

Subject to the terms and conditions of the Plan, the Company Committee and the Management Company Committee may from time to time grant to such eligible individuals as the Applicable Committee may determine, Options to purchase such number of Shares on such terms and conditions as the Applicable Committee may determine, including any terms or conditions which may be necessary to qualify such Options as Incentive Share Options. Such authority specifically includes the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to modify grants to eligible individuals who are foreign nationals or are individuals who are employed outside the United States to recognize differences in local law, tax policy, or custom.

8.2. Limitation on Grants of Options to Executives.

The maximum number of Shares subject to Options that can be awarded under the Plan to any executive officer of the Company, the Operating Partnership or its general partner or the Management Company, or to any other person eligible for a grant of an Incentive Award Section 5.1 hereof in any calendar year, is 500,000 Shares.

10

9. LIMITATION OF INCENTIVE SHARE OPTIONS

An Option (other than an Option described in exceptions (2) or (3) of Section 1) shall constitute an Incentive Share Option to the extent that the aggregate fair market value (determined at the time the Option is granted) of the Shares with respect to which Incentive Share Options are exercisable for the first time by any Optionee during any calendar year (under the Plan and all other plans of the Optionee’s employer and its parent and Subsidiary) does not exceed $100,000. This limitation shall be applied by taking Options into account in the order in which they were granted.

10. SHARE OPTION AGREEMENTS

All Options granted pursuant to the Plan shall be evidenced by Share Option Agreements, to be executed by the Granting Employer and by the Optionee, in such form or forms as the Applicable Committee shall from time to time determine. Share Option Agreements covering Options granted from time to time or at the same time need not contain similar provisions; provided, however, that all such Option Agreements shall comply with all terms of the Plan.

11. OPTION PRICE

The Option Price shall be fixed by the Applicable Committee and stated in each Share Option Agreement. The Option Price shall not be less than the Fair Market Value of the Shares on the Grant Date of the Option; provided, however, that in the event the Optionee would otherwise be ineligible to receive an Incentive Share Option by reason of the provisions of Code Sections 422(b)(6) and 424(d) (relating to stock ownership of more than ten percent), the Option Price of an Option that is intended to be an Incentive Share Option shall be not less than the greater of par value or 110 percent of the Fair Market Value of a Share at the time such Option is granted.

12. TERM AND EXERCISE OF OPTIONS

12.1.  Term.

Each Option granted under the Plan shall terminate and all rights to purchase shares thereunder shall cease upon the expiration of ten years from the date such Option is granted, or on such date prior thereto as may be fixed by the Applicable Committee and stated in the Share Option Agreement relating to such Option; provided, however, that in the event the Optionee would otherwise be ineligible to receive an Incentive Share Option by reason of the provisions of Code Sections 422(b)(6) and 424(d) (relating to stock ownership of more than ten percent), an Option granted to such Optionee that is intended to be an Incentive Share Option shall in no event be exercisable after the expiration of five years from the date it is granted.

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12.2. Option Period and Limitations on Exercise.

Each Option granted under the Plan shall be exercisable, in whole or in part, at any time and from time to time over a period commencing on or after the Grant Date and ending upon the expiration or termination of the Option, as the Applicable Committee shall determine and set forth in the Share Option Agreement relating to such Option. Without limiting the foregoing, the Applicable Committee, subject to the terms and conditions of the Plan, may in its sole discretion provide that an Option may not be exercised in whole or in part for a stated period or periods of time during which such Option is outstanding; provided, however, that any such limitation on the exercise of an Option contained in any Share Option Agreement may be rescinded, modified or waived by the Applicable Committee, in its sole discretion, at any time and from time to time after the Grant Date of such Option, so as to accelerate the time at which the Option may be exercised.

12.3. Termination of Employment.

Upon the termination of the employment of an Optionee with the Granting Employer, other than by reason of death or “permanent and total disability” (within the meaning of Code Section 22(e)(3)), any Option granted to an Optionee pursuant to the Plan shall terminate, and such Optionee shall have no further right to purchase Shares pursuant to such Option; provided further, that the Applicable Committee may provide, by inclusion of appropriate language in any Share Option Agreement, that an Optionee may (subject to the general limitations on exercise set forth in Section 12.2 above), in the event of termination of employment of the Optionee with the Granting Employer, exercise an Option, in whole or in part, at any time subsequent to such termination of employment and prior to termination of the Option pursuant to Section 12.2 above, either subject to or without regard to any installment limitation on exercise imposed pursuant to Section 12.2 above, as the Applicable Committee, in its sole and absolute discretion, shall determine and set forth in the Share Option Agreement. Whether a leave of absence or leave on military or government service shall constitute a termination of employment for purposes of the Plan, shall be determined by the Applicable Committee, which determination shall be final and conclusive. For purposes of the Plan, a termination of employment with the Granting Employer shall not be deemed to occur if the Optionee is immediately thereafter employed with any other Employer.

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12.4. Rights in the Event of Death.

If an Optionee dies while employed by the Granting Employer, the executors or administrators or legatees or distributees of such Optionee’s estate shall have the right (subject to the general limitations on exercise set forth in Section 12.2 above), at any time within one year after the date of such Optionee’s death and prior to termination of the Option pursuant to Section 12.1 above, to exercise any Option held by such Optionee at the date of such Optionee’s death, whether or not such Option was exercisable immediately prior to such Optionee’s death; provided, however, that the Applicable Committee may provide by inclusion of appropriate language in any Share Option Agreement that, in the event of the death of an Optionee, the executors or administrators or legatees or distributees of such Optionee’s estate may exercise an Option (subject to the general limitations on exercise set forth in Section 12.2 above), in whole or in part, at any time subsequent to such Optionee’s death and prior to termination of the Option pursuant to Section 12.1 above, either subject to or without regard to any installment limitation on exercise imposed pursuant to Section 12.2 above, as the Applicable Committee, in its sole and absolute discretion, shall determine and set forth in the Share Option Agreement.

12.5. Rights in the Event of Disability.

If an Optionee terminates employment with the Granting Employer by reason of the “permanent and total disability” (within the meaning of Code Section 2(e)(3)) of such Optionee, then such Optionee shall have the right (subject to the general limitations on exercise set forth in Section 12.2 above), at any time within one year after such termination of employment and prior to termination of the Option pursuant to Section 12.1 above, to exercise, in whole or in part, any Option held by such Optionee at the date of such termination of employment, whether or not such Option was exercisable immediately prior to such termination of employment; provided, however, that the Applicable Committee may provide, by inclusion of appropriate language in any Share Option Agreement, that an Optionee may (subject to the general limitations on exercise set forth in Section 12.2 above), in the event of the termination of employment of the Optionee with the Granting Employer by reason of the “permanent and total disability” (within the meaning of Code Section 22(e)(3)) of such Optionee, exercise an Option, in whole or in part, at any time subsequent to such termination of employment and prior to termination of the Option pursuant to Section 12.1 above, either subject to or without regard to any installment limitation on exercise imposed pursuant to Section 12.2 above, as the Applicable Committee, in its sole and absolute discretion, shall determine and set forth in the Share Option Agreement. Whether a termination of employment is to be considered by reason of “permanent and total disability” for purposes of this Plan shall be determined by the Applicable Committee, which determination shall be final and conclusive.

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12.6. Limitations on Exercise of Option.

Notwithstanding the foregoing Sections, in no event may the Option be exercised, in whole or in part, after ten years following the date upon which the Option is granted, as set forth in Section 1 above, or after the occurrence of an event referred to in Section 22.3 below which results in termination of the Option. In no event may the Option be exercised for a fractional Share.

12.7. Method of Exercise.

An Option that is exercisable hereunder may be exercised by the Optionee’s delivery to the Granting Employer of written notice of the exercise and the number of Shares for which the Option is being exercised. Such delivery shall occur on any business day, at the Granting Employer’s principal office, addressed to the attention of the Applicable Committee. Such notice shall specify the number of Shares with respect to which the Option is being exercised and shall be accompanied by payment in full of the Option Price of the Shares for which the Option is being exercised. The minimum number of Shares with respect to which an Option may be exercised, in whole or in part, at any time shall be the lesser of (1) 100 shares or such lesser number set forth in the Share Option Agreement and (2) the maximum number of Shares available for purchase under the Option at the time of exercise. Payment of the Option Price for the Shares purchased pursuant to the exercise of an Option shall be made (1) in cash or in cash equivalents; (2) through the tender to the Granting Employer of Shares, which Shares, if acquired from the Company or any of its Affiliates, have been held for at least six months and which Shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their Fair Market Value on the date of exercise; or (3) by a combination of the methods described in (1) and (2). The Applicable Committee may provide, by inclusion of appropriate language in a Share Option Agreement, that payment in full of the Option Price need not accompany the written notice of exercise provided the notice of exercise directs that the Share certificate or certificates for the Shares for which the Option is exercised be delivered to a licensed broker acceptable to the Granting Employer as the agent for the individual exercising the Option and, at the time such Share certificate or certificates are delivered, the broker tenders to the Granting Employer cash (or cash equivalents acceptable to the Granting Employer) equal to the Option Price for the Shares purchased pursuant to the exercise of the Option plus the amount (if any) of federal or other taxes which the Granting Employer may in its judgment, be required to withhold with respect to the exercise of the Option. An attempt to exercise any Option granted hereunder other than as set forth above shall be invalid and of no force and effect. Unless otherwise stated in the applicable Share Option Agreement, an individual holding or exercising an Option shall have none of the rights of a shareholder (for example, the right to receive cash or dividend payments attributable to the subject Shares or to direct the voting of the subject Shares) until the Shares covered thereby are fully paid and issued to him or her.

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Except as provided in Section 22 below, no adjustment shall be made for dividends or other rights for which the record date is prior to the date of such issuance.

12.8. Transfer of Shares to Employee.

Promptly after the exercise of a Share Option by an employee of the Company and the payment in full of the Option Price of the Shares covered thereby, the individual exercising the Option shall be entitled to the issuance of a Share certificate or Share certificates evidencing his or her ownership of such Shares.

12.9. Transfer of Shares to Other Employees.

(a) Promptly after the exercise of a Share Option by an employee of an Employer that is not the Company and the payment in full of the Option Price of the Shares covered thereby:

(i) The Company shall sell to the Employer employing the Optionee the number of Shares as to which the Option was exercised for a price equal to the Fair Market Value of such Shares.

(ii) The Employer shall deliver to the individual exercising the Option a Share certificate or Share certificates evidencing his or her ownership of such Shares.

13. GRANT AND EXERCISE OF UNIT OPTIONS

13.1. Issuance of Unit Options.

Upon the issuance of an Option, and in accordance with Section 4.2(B) of the Partnership Agreement, the General Partner shall be deemed automatically to have caused the Operating Partnership to issue to the General Partner a corresponding Unit Option on terms identical to those of such Option.

13.2. Exercise of Unit Options.

A Unit Option shall be deemed exercised automatically, upon the exercise by an Optionee of the corresponding Option, as to the number of Units equal to the number of Shares for which such Option is exercised. The General Partner shall then cause the Operating Partnership to issue such Units to the General Partner, and the Company shall remit payment for such Units to the General Partner, which shall then remit payment to the Operating Partnership, all in accordance with Section 4.2(B) of the Partnership Agreement.

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13.3. Termination of Unit Options.

Upon the termination of an Option, the corresponding Unit Option also shall terminate.

14. GRANT OF RESTRICTED SHARES AND SHARE UNITS

14.1. Restricted Share and Share Unit Awards.

(a) The Company Committee and the Management Company Committee may from time to time, and subject to the provisions of the Plan and such other terms and conditions as the Applicable Committee may determine, grant Restricted Share and Share Unit Awards under the Plan. Each Restricted Share or Share Unit Award shall be evidenced by a written instrument which shall state the number of Shares covered by the award and the terms and conditions which the Applicable Committee shall have determined with respect to such award. Upon the grant of each Restricted Share Award, subject to Sections 14.1(d) and 14.3 hereof, the Company shall cause a certificate representing the Shares covered by the award to be registered in the name of the Holder and to be delivered to the Holder without payment on his part (unless such Shares are newly issued Shares granted under the Company Plan, in which case the Company may require a payment equal to the par value of each Share for each Share issued). The Holder of a Restricted Share Award shall generally have the rights and privileges of a shareholder of the Company with respect to such Shares, including the right to vote and to receive dividends, subject to the restrictions specified in paragraphs (b) and (c) hereof. The Holder of a Share Unit Agreement shall not have the rights or privileges of a shareholder of the Company with respect to any Share Units. A Holder of a Share Unit Award shall have no rights other than those of a general creditor of the Company. The restrictions applicable to a Restricted Share or Share Unit Award shall lapse upon the earliest of the following: (1) the expiration of the Limitation Period applicable to the Restricted Share or Share Unit Award; (2) the occurrence of an event prescribed by the Applicable Committee which results in the lapse of the restrictions; or (3) such other time as the Applicable Committee may determine.

(b) The Applicable Committee shall determine a period of time (“Limitation Period”) during which restrictions shall apply to either the Shares transferred to a Holder with respect to each Restricted Share Award or the Share Units granted to a Holder pursuant to a Share Unit Award. Except as otherwise determined by the Applicable Committee, the Holder may not sell, transfer, assign, pledge or otherwise encumber or dispose of the Shares or Share Units covered by such Restricted Share or Share Unit Award during the Limitation Period applicable with respect to such Restricted Share or Share Unit Award. The Applicable Committee in its discretion may prescribe conditions for the incremental lapse of the preceding restrictions during the Limitation Period, and for the lapse or

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termination of such restrictions upon the occurrence of certain events before the expiration of the Limitation Period. The Applicable Committee in its discretion also may shorten or terminate the Limitation Period or waive any conditions for the lapse or termination of the restrictions with respect to all or any portion of the Shares or Share Units covered by the Restricted Share or Share Unit Award. The restrictions applicable to a Restricted Share or Share Unit Award shall lapse upon the earliest of the following: (1) the expiration of the Limitation Period applicable to the Restricted Share or Share Unit Award; (2) the occurrence of an event prescribed by the Applicable Committee which results in the lapse of the restrictions; or (3) such other time as the Applicable Committee may determine.

(c) The Shares covered by a Restricted Share Award or the Share Units granted pursuant to a Share Unit Agreement shall be forfeited by the Holder upon termination of the Holder’s employment with the Granting Employer (or, in the case of a non-employee trustee of the Company, upon termination of the Holder’s status as a trustee of the Company) for any reason before the occurrence of any of the events described in the last sentence of paragraph (b) hereof. Upon such forfeiture, the Holder of a grant of Restricted Shares shall thereupon immediately transfer the Shares to his or her Granting Employer (or, in the case of a non-employee trustee of the Company, to the Company) without payment by the Granting Employer (or, in the case of a non-employee trustee of the Company, without payment by the Company). If the Granting Employer is not the Company or the Operating Partnership, the Company and the Operating Partnership shall have the right to purchase any such forfeited Shares from such Granting Employer, at a price equal to Fair Market Value, at any time subsequent to such forfeiture.

(d) Promptly after the grant of a Restricted Share Award by the Operating Partnership or its general partner, any Affiliate of the Operating Partnership, the Management Company or an Affiliate of the Management Company, such company shall notify the Company of the grant and of the recipient’s name, address and social security number, and shall either (1) pay or cause to be paid to the Company an amount equal to the Fair Market Value of the Shares which are subject to the Restricted Share Award or (2) deliver free and clear of any liens or encumbrances certificates representing outstanding Shares in an amount equivalent to the number of Shares granted.

14.2. Restricted and Share Unit Agreements

All Restricted Share and Share Unit Awards granted pursuant to the Plan shall be evidenced by Restricted Share and Share Unit Agreements, to be executed by the Granting Employer and by the Holder, in such form or forms as the Applicable Committee shall from time to time determine. Restricted Share and Share Unit Agreements covering Restricted Shares and Share Units granted from time to time or at the same time need not contain similar provisions; provided, however, that all such Restricted Share Agreements shall comply with all terms of the Plan.

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14.3. Certificates for Restricted Shares.

The Applicable Committee may require that the certificates evidencing the grant of a Restricted Share Award hereunder be held in escrow until such restrictions have expired. The Company shall also cause a legend to be placed on such certificates that complies with the applicable securities laws and regulations and makes appropriate reference to the restrictions to which the Shares are subject. Upon attainment of the specified objectives and requirements (or, to the extent specified in the grant, the portion of such Shares earned by partial attainment of the objectives and requirements, as applicable), a certificate for the number of Shares with respect to which restrictions have lapsed shall be delivered to the Holder free of restrictions upon submission of the certificate originally issued with respect to such Shares.

14.4. Delivery of Shares Subject to Share Units.

Upon the expiration or termination of the Limitation Period and the satisfaction of any other conditions set forth in the Share Unit Agreement or the Plan, unless otherwise provided in the Share Unit Agreement, the Company shall cause a certificate representing the applicable Shares subject to the Share Unit Agreement to be registered in the name of the Holder and to be delivered to the Holder free of all restrictions. The Holder shall not have any further rights with regards to a Share Unit once the Share represented by the Share Unit has been delivered.

15. AWARDS OF UNRESTRICTED BONUS SHARES

The Chief Executive Officer of the Company, on behalf of the Board of Trustees, and the Chief Executive Officer of the Management Company, on behalf of the Board of Directors, may from time to time, as frequently as once a month, subject to the provisions of the Plan, grant up to ten Bonus Shares to such eligible individuals as he or she may designate. Upon the grant of Bonus Shares, the Company, the General Partner or the Management Company, as appropriate, shall cause a certificate representing the Bonus Shares to be registered in the name of the Grantee and delivered to the Grantee. Upon delivery to the Grantee, Bonus Shares shall be deemed validly issued, fully paid, and nonassessable, and the Grantee shall have all the rights of a shareholder with respect to such Bonus Shares.

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16. PERFORMANCE CRITERIA

The right of an Optionee or a Holder to exercise or receive a grant or settlement pursuant to any Option, Restricted Share, Share Unit or Performance Share Agreement and the timing thereof, may be subject to such performance conditions as may be specified by the Applicable Committee. The Applicable Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and it may exercise its discretion to reduce the amounts payable under any Option, Restricted Share, Share Unit or Performance Shares Agreement subject to performance conditions.

17. PERFORMANCE SHARES

17.1. Grant of Performance Shares.

Subject to the terms and provisions of this Plan, the Applicable Committee, at any time and from time to time, may grant Performance Shares to Grantees in such amounts and upon such terms as the Applicable Committee shall determine.

17.2. Earning of Performance Shares.

The Applicable Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance Shares that will be paid out to the Grantee. Subject to the terms of this Plan, after the applicable performance period has ended, the holder of Performance Shares shall be entitled to receive payout on the value and number of Performance Shares earned by the Participant over the performance period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.

17.3. Form and Timing of Payment of Performance Shares.

Payment of earned Performance Shares shall be as determined by the Applicable Committee and as evidenced in the Award Agreement. Subject to the terms of this Plan, the Applicable Committee, in its sole discretion, may pay earned Performance Shares in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Shares at the close of the applicable performance period, or as soon as practicable after the end of the performance period. Any Shares may be granted subject to any restrictions deemed appropriate by the Applicable Committee. The determination of the Applicable Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.

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17.4. Termination of Employment.

Each Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Shares following termination of the Grantee’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Applicable Committee, shall be included in the Agreement entered into with each Grantee, need not be uniform among all Awards of Performance Shares issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.

18. TRANSFERABILITY OF OPTIONS, RESTRICTED SHARES, SHARE UNITS AND PERFORMANCE SHARES

18.1. Transferability of Options.

During the lifetime of the Optionee, only such Optionee (or, in the event of legal incapacity or incompetency, the guardian or legal representative of the Optionee), may exercise the Option, except that the Applicable Committee may, in its discretion, authorize all or a portion of the Option (other than an Incentive Share Option) to be granted to an Optionee on terms which permit transfer by such Optionee during his or her lifetime to Immediate Family Members, a trust or trusts for the exclusive benefit of such Immediate Family Members or a partnership in which such Immediate Family Members are the only partners, provided that the Share Option Agreement pursuant to which such Options are granted is approved by the Applicable Committee and expressly provides for transferability in a manner consistent with this Section 18, in which case such transferees may exercise the Option. Except as noted in the preceding sentence, transfers of Options shall be prohibited except by will or the laws of descent and distribution. Following transfer, any such Options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of Section 12 hereof (excluding Sections 12.3, 12.4 and 12.5), the term “Optionee” shall be deemed to refer to the transferee. The events of termination of employment, death and disability set forth in Sections 12.3, 12.4 and 12.5 hereof, respectively, shall continue to be applied with respect to the original Optionee, following which the Options shall be exercisable by the transferee only to the extent and for the periods specified in Section 12. Except as may be provided in the Share Option Agreement, no Option shall be pledged or hypothecated (by law or otherwise) or subject to execution, attachment or similar processes.

18.2. Transferability of Restricted Shares, Share Units and Performance Shares.

No Restricted Shares, Share Units or Performance Shares shall be assignable or transferable, other than by will or the laws of descent and distribution, before the satisfaction of applicable performance and service requirements with respect to such Restricted Shares, Share Units or Performance Shares, as set forth in the applicable Restricted Share, Share Unit or Performance Share Agreement.

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19. USE OF PROCEEDS

The proceeds received by the Company from the sale of Shares pursuant to Incentive Awards granted under the Plan shall constitute general funds of the Company. As soon as practicable after receipt by the Company of the amount described in Sections 12.9(a)(i) and 14.1(d) above, the Company shall contribute an amount of cash equal to such payment to the wholly owned subsidiary that owns its interests in the Operating Partnership, which in turn will contribute such cash to the Operating Partnership, and the Operating Partnership shall issue additional partnership interests to such subsidiary with a value equal to the amount of such contribution.

20. REQUIREMENTS OF LAW

20.1. General.

The Company shall not be required to sell or issue any Shares under any Incentive Award if the sale or issuance of such Shares would constitute a violation by the Optionee, the Holder, the Grantee or the Company of any provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any Shares subject to an Option upon any securities exchange or under any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of Shares hereunder, the Option may not be exercised in whole or in part unless such listing registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, as applicable, and any delay caused thereby shall in no way affect the date of termination of the Option. Specifically in connection with the 1933 Act, at the time of grant of Restricted Shares or Bonus Shares, or when Restricted Shares or Share Units become vested, or upon the exercise of any Option, unless a registration statement under such Act is in effect with respect to the Shares covered by the Option, the Company shall not be required to sell or issue such Shares unless the Company Committee has received evidence satisfactory to it that the Optionee, Holder or Grantee may acquire such Shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Company Committee shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the 1933 Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option

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or the issuance of Shares pursuant thereto, the issuance of Bonus Shares or the issuance of Shares pursuant to a Restricted Share or Share Unit Award to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable or that Shares may not be issued pursuant to a grant of Bonus Shares, Restricted Shares or Share Units unless and until the Shares covered by such Option or grant are registered or are exempt from registration, the exercise of such Option or the issuance of Shares pursuant to such grant (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

20.2. Rule 16b-3.

The intent of this Plan is to qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent any provision of the Plan or action by the Plan administrators does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative, to the extent permitted by law and deemed advisable by the Plan administrators, and shall not affect the validity of the Plan. In the event Rule 16b-3 is revised or replaced, the Board of Trustees may exercise discretion to modify this Plan in any respect necessary to satisfy the requirements of the revised exemption or its replacement.

20.3. REIT Qualification.

The Company shall not be required to sell or issue any Shares under any Incentive Award if the sale or issuance of such Shares would cause the Company to fail to qualify as a real estate investment trust for Federal income tax purposes or would result in the Optionee’s, Grantee’s or Holder’s ownership of Shares in violation of the restrictions on ownership and transfer of Shares set forth in the Company’s declaration of trust.

21. AMENDMENT AND TERMINATION OF THE PLAN

The Board of Trustees may, at any time and from time to time, amend, suspend, or terminate the Plan as to any Shares as to which Incentive Awards have not been granted; provided, however, no amendment that materially affects the terms of Incentive Awards under the Operating Partnership Plan shall be effective with respect to the Operating Partnership Plan without the approval of the Board of Directors of the Operating Partnership, and no amendment that materially affects the terms of Restricted Share, Share Unit or Performance Share Awards under the Management Company Plan shall be effective with respect to the Management Company Plan without the approval of the Board of Directors of the Management Company. The Employer may retain the right in an Agreement to cause a forfeiture of the Options or the Shares or gain realized by a Holder on account of the Optionee or Holder taking actions prohibited by the applicable Agreement. Except as

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permitted under this Section 21 or Section 22 hereof, no amendment, suspension, or termination of the Plan shall, without the consent of the Optionee, Grantee or Holder, alter or impair rights or obligations under any Incentive Award theretofore granted under the Plan.

22. EFFECT OF CHANGES IN CAPITALIZATION

22.1. Changes in Shares.

If the number of outstanding Shares is increased or decreased or the Shares are changed into or exchanged for a different number or kind of Shares or other securities of the Company, in each case on account of any recapitalization, reclassification, Share split, reverse split, combination of Shares, exchange of Shares, Share dividend or other distribution payable in capital stock, or other increase or decrease in such Shares effected without receipt of consideration by the Company, occurring after the Effective Date of the Plan, the number and kinds of Shares for the issuance of which Restricted Share, Share Unit or Performance Share Awards or awards of Bonus Shares may be granted and Shares for the acquisition of which Options may be granted under the Plan shall be adjusted proportionately and accordingly by the Company. In addition, the number and kind of Shares for which Restricted Share, Share Unit or Performance Share Awards or Options are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the Holder of the Restricted Share or Share Unit Awards or Optionee immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options shall not change the aggregate Option Price payable with respect to Shares that are subject to the unexercised portion of the Option outstanding but shall include a corresponding proportionate adjustment in the Option Price per Share.

22.2. Reorganization in Which the Company Is the Surviving Entity.

Subject to Section 22.3 hereof, if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other entities, any Option theretofore granted pursuant to the Plan shall pertain to and apply to the securities to which a holder of the number of Shares subject to such Option would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the Option Price per Share so that the aggregate Option Price thereafter shall be the same as the aggregate Option Price of the Shares remaining subject to the Option immediately prior to such reorganization, merger, or consolidation. Subject to any contrary language in the applicable Restricted Share, Share Unit or Performance Share Agreement, any restrictions that were applicable to any previously granted Restricted Share, Share Unit or Performance Share Award shall apply as well to any replacement shares received by the Holder as a result of such reorganization, merger, or consolidation.

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22.3. Reorganization in Which the Company Is Not the Surviving Entity or Sale of Assets or Shares.

Upon the dissolution or liquidation of the Company, or upon a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, or upon a sale of substantially all of the assets of the Company to another entity, or upon any transaction (including, without limitation, a merger or reorganization in which the Company is the surviving entity) approved by the Board of Trustees that results in any person or entity (or person or entities acting as a group or otherwise in concert) owning 80 percent or more of the combined voting power of all classes of securities of the Company (other than the Company or wholly owned subsidiaries of the Company), the Plan and all Options outstanding hereunder shall terminate. In the event of any such termination of the Plan, each individual holding an Option shall have the right (subject to the prior expiration of such Option in accordance with its terms) immediately before the occurrence of such termination and during such period occurring before such termination as the Company Committee in its sole discretion shall determine and designate, to exercise such Option in whole or in part, whether or not such Option was otherwise exercisable at the time such termination occurs. Any exercise of an Option during such period shall be conditioned upon the consummation of the event and shall be effective only immediately before the consummation of the event. The Company Committee shall send written notice of an event that will result in such a termination to all individuals who hold Options not later than the time at which the Company gives notice thereof to its shareholders. Unless provided otherwise in the applicable Restricted Share Agreement or Share Unit Agreement, unvested Restricted Share or Share Unit Awards shall be immediately vested in the case of an event described in this Section 22.3. This Section 22.3 shall not apply to any event described in this Section 22.3 to the extent that provision is made in writing in connection with such event for the assumption or continuation of the Options, Restricted Shares or Share Units theretofore granted, or for the substitution for such Options, Restricted Shares or Share Units for new common stock options and new common stock stock units and restricted stock relating to the stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common stock) and option exercise prices, in which event the Plan, Options, Restricted Shares and Share Units theretofore granted shall continue in the manner and under the terms so provided.

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22.4. Adjustments.

Adjustments under this Section 22 related to Shares or securities of the Company shall be made by the Company Committee, whose determination in that respect shall be final, binding, and conclusive. No fractional Shares or units of other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole Share.

22.5. No Limitations on Company.

The grant of Incentive Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets.

23. DISCLAIMER OF RIGHTS

No provision in the Plan or in any Incentive Award granted or Agreement entered into pursuant to the Plan shall be construed to confer upon any individual the right to remain in the employ or service of any Employer, or to interfere in any way with any contractual or other right or authority of any Employer either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and such Employer. In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Agreement, no Incentive Award granted under the Plan shall be affected by any change of duties or position of the Optionee, Grantee or Holder (including a transfer to or from any Employer), so long as such Optionee, Grantee or Holder continues to be a trustee, director, officer, consultant, employee, or independent contractor (as the case may be) of any Employer (the “Successor Granting Employer”). The Plan shall in no way be interpreted to require any Employer to transfer any Shares to a third party trustee or otherwise hold any Shares in trust or escrow for any participant or beneficiary under the terms of the Plan.

24. NONEXCLUSIVITY OF THE PLAN

Neither the adoption of the Plan nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations upon the right and authority of the Company, the Operating Partnership or its general partner or the Management Company or any Affiliate of the Operating Partnership or the Management Company to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as such entities in their discretion determine desirable.

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25. CAPTIONS

The use of captions in this Plan or any Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such Agreement.

26. WITHHOLDING TAXES

26.1. Withholding.

The Granting Employer shall have the right to deduct from payments of any kind otherwise due to an Optionee, Grantee or Holder any Federal, state, or local taxes of any kind required by law to be withheld with respect to any Shares issued upon the exercise of an Option, to any Bonus Shares or to the termination of the Limitation Period for Restricted Share, Share Unit or Performance Share Awards. At the time of termination of the Limitation Period, the Holder shall pay to the Granting Employer any amount that the Granting Employer may reasonably determine to be necessary to satisfy such withholding obligation. Subject to the prior approval of the Granting Employer, which may be withheld by the Granting Employer (and/or the Successor Granting Employer) in its sole discretion, the Optionee, Grantee or Holder may elect to satisfy such obligations, in whole or in part, (1) by causing such Granting Employer to withhold Shares otherwise issuable pursuant to the Share Unit Agreement or otherwise issuable pursuant to the exercise of an Option or (2) by delivering to such Granting Employer Shares already owned by the Optionee, Grantee or Holder. The Shares so delivered or withheld shall have a Fair Market Value equal to such withholding obligations, determined as of the date that the amount of tax to be withheld is to be determined. An Optionee, Grantee or Holder who has made an election pursuant to this Section 26.1 may satisfy his or her withholding obligation only with Shares that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

26.2. Limitations for Reporting Person.

Notwithstanding the foregoing, in the case of a Reporting Person, no election to use Shares for the payment of withholding taxes shall be effective unless made in compliance with any applicable requirements under Rule 16b-3(e) or any successor rule under the Exchange Act.

27. OTHER PROVISIONS

Each Incentive Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Applicable Committee, in its sole discretion.

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28. NUMBER AND GENDER

With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.

29. SEVERABILITY

If any provision of the Plan or any Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

30. GOVERNING LAW

The validity and construction of this Plan and the instruments evidencing the Incentive Awards granted hereunder shall be governed by the laws of the State of Maryland.

31. SECTION 409A

To the extent that the Applicable Committee determines that an Optionee, Grantee or Holder would be subject to the additional 20% tax imposed on certain deferred compensation arrangements pursuant to Code Section 409A as a result of any provision of any grant hereunder, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The Applicable Committee shall determine the nature and scope of any such amendment.

*     *     *

The foregoing Third Amended and Restated Employee Share Option and Restricted Share Plan was approved by the Boar of Trustees on April 26, 2006, and was further amended on July 26, 2006.

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