0001193125-04-180904 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • October 29th, 2004 • Cornerstone Realty Income Trust Inc • Real estate investment trusts • Virginia

THIS AGREEMENT dated as of October 25, 2004 (“Agreement Date”) is made by and between Cornerstone Realty Income Trust, Inc. (“Cornerstone” or the “Company”), a Virginia corporation, and Gustav G. Remppies (the “Executive”).

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VOTING AGREEMENT THOMAS H. LOWDER
Voting Agreement • October 29th, 2004 • Cornerstone Realty Income Trust Inc • Real estate investment trusts • Alabama

THIS VOTING AGREEMENT (this “Agreement”) is entered into as of October 25, 2004 by and among Cornerstone Realty Income Trust, Inc., a Virginia corporation (“Cornerstone”) and Thomas H. Lowder (such person, together with the other signatories hereto (other than Cornerstone), individually and collectively, the “Colonial Securityholder”).

AGREEMENT AND PLAN OF MERGER among COLONIAL PROPERTIES TRUST, CLNL ACQUISITION SUB LLC, and CORNERSTONE REALTY INCOME TRUST, INC. Dated as of October 25, 2004
Agreement and Plan of Merger • October 29th, 2004 • Cornerstone Realty Income Trust Inc • Real estate investment trusts • Virginia

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 25, 2004, by and among COLONIAL PROPERTIES TRUST, an Alabama real estate investment trust (“Colonial”), CLNL ACQUISITION SUB LLC, a Delaware limited liability company (“Colonial Merger Sub”), and CORNERSTONE REALTY INCOME TRUST, INC., a Virginia corporation (“Cornerstone”).

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