Exhibit 4.2


                            COLONIAL PROPERTIES TRUST
                                     BYLAWS
                     (as amended through February 6, 2001)


                  Colonial  Properties  Trust,  a real estate  investment  trust
organized  under the laws of the State of Alabama (the "Trust") having Thomas H.
Lowder as its resident agent located at Energen Plaza,  2101 Sixth Avenue North,
Suite 750,  Birmingham,  Alabama 35203, hereby adopts the Bylaws of the Trust as
of August 21, 1995, as follows:

                                    ARTICLE I

                                     OFFICES

                  Section 1.  PRINCIPAL OFFICE.  The principal office of the
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Trust shall be located at such place or places as the Trustees may designate.

                  Section 2.  ADDITIONAL OFFICES. The Trust may have additional
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offices at such places as the Trustees may from time to time determine or the
business of the Trust may require.


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

                  Section 1.  PLACE. All meetings of shareholders shall be held
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at the principal office of the Trust or at such other place within the United
States as shall be stated in the notice of the meeting.

                  Section  2.  ANNUAL   MEETING.   An  annual   meeting  of  the
shareholders  for the election of Trustees and the  transaction  of any business
within the powers of the Trust shall be held during the second calendar  quarter
of each year on a date and at the time set by the Trustees,  beginning  with the
year 1996.

                  Section  3.  SPECIAL  MEETINGS.  Subject  to the rights of the
holders of any series of Preferred Shares (as defined in the Trust's Declaration
of Trust, as amended (the "Declaration of Trust")) to elect additional  Trustees
under  specified  circumstances,  special  meetings of the  shareholders  may be
called by the  president  or the  chairman of the Board of Trustees and shall be
called by the president,  the chairman of the Board of Trustees or the secretary
upon  the  request  in  writing  of  shareholders   holding  outstanding  shares
representing at least 25% of all votes entitled to be cast on any issue proposed
to be considered at any such special meeting.

                  Section  4.  NOTICE.  Not less  than 10 nor more  than 75 days
before each  meeting of  shareholders,  the Trust or other  persons  calling the
meeting shall give to each shareholder  entitled to vote at such meeting, and to
each  shareholder not entitled to vote who is entitled to notice of the meeting,
written or printed notice  stating the date,  time and place of the meeting and,
in the case of a special meeting or as otherwise may be required by statute, the
purpose for which the meeting is called,  either by mail or by  presenting it to
such shareholder  personally or by leaving it at his residence or usual place of
business.  If mailed,  such notice shall be deemed to be given when deposited in
the United States mail  addressed to the  shareholder at his post office address
as it appears on the records of the Trust, with postage thereon prepaid.

                  Section 5. SCOPE OF NOTICE.  Any  business of the Trust may be
transacted  at an annual  meeting of  shareholders  without  being  specifically
designated  in the notice,  except such business as is required by statute to be
stated in such notice.  No business shall be transacted at a special  meeting of
shareholders except as specifically designated in the notice.

                  Section  6.  QUORUM.  At  any  meeting  of  shareholders,  the
presence  in person or by proxy of  shareholders  entitled to cast a majority of
all the votes entitled to be cast at such meeting shall constitute a quorum; but
this  section  shall  not  affect  any  requirement  under  any  statute  or the
Declaration of Trust for the vote necessary for the adoption of any measure. If,
however,  such quorum  shall not be present at any meeting of the  shareholders,
the  shareholders  entitled  to vote at such  meeting,  present  in person or by
proxy,  shall have power to adjourn the meeting  from time to time to a date not
more than 120 days after the  original  record date  without  notice  other than
announcement at the meeting.  At such adjourned  meeting at which a quorum shall
be present,  any business may be transacted  which might have been transacted at
the meeting as originally notified.

                  Section  7.  VOTING.  A  plurality  of all the votes cast at a
meeting of  shareholders  duly called and at which a quorum is present  shall be
sufficient to elect a Trustee.  Each share may be voted for as many  individuals
as there are Trustees to be elected and for whose election the share is entitled
to be voted.  A majority  of the votes cast at a meeting  of  shareholders  duly
called and at which a quorum is present shall be sufficient to approve any other
matter which may properly  come before the meeting,  unless more than a majority
of the votes cast is required by statute or by the Declaration of Trust.  Unless
otherwise  provided  in  the  Declaration  of  Trust,  each  outstanding  share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders.

                  Section 8. PROXIES. A shareholder may vote the shares owned of
record  by him,  either  in  person  or by  proxy  executed  in  writing  by the
shareholder  or by his duly  authorized  attorney  in fact.  Such proxy shall be
filed with the  secretary of the Trust before or at the time of the meeting.  No
proxy shall be valid after eleven months from the date of its execution,  unless
otherwise provided in the proxy.

                  Section  9.  VOTING  OF  SHARES  BY  CERTAIN  HOLDERS.  Shares
registered in the name of a corporation,  partnership, trust or other entity, if
entitled  to be voted,  may be voted by the chief  executive  officer  or a vice
president,  a general partner or trustee thereof, as the case may be, or a proxy
appointed by any of the foregoing individuals,  unless some other person who has
been  appointed to vote such shares  pursuant to a bylaw or a resolution  of the
board of directors of such corporation or other entity presents a certified copy
of such bylaw or resolution, in which case such person may vote such shares. Any
trustee  or other  fiduciary  may  vote  shares  registered  in his name as such
fiduciary, either in person or by proxy.

                  Shares of the Trust  directly or indirectly  owned by it shall
not be voted at any  meeting and shall not be counted in  determining  the total
number of outstanding shares entitled to be voted at any given time, unless they
are held by it in a  fiduciary  capacity,  in which  case  they may be voted and
shall be counted in determining  the total number of  outstanding  shares at any
given time.

                  The  Trustees  may adopt by  resolution a procedure by which a
shareholder  may certify in writing to the Trust that any shares  registered  in
the name of the shareholder are held for the account of a specified person other
than the shareholder.  The resolution shall set forth: the class of shareholders
who may make the  certification,  the purpose for which the certification may be
made, the form of  certification  and the  information to be contained in it; if
the  certification  is with  respect  to a record  date or  closing of the share
transfer books,  the time after the record date or closing of the share transfer
books  within  which the  certification  must be received by the Trust;  and any
other  provisions  with respect to the  procedure  which the  Trustees  consider
necessary or desirable.  On receipt of such certification,  the person specified
in the  certification  shall be regarded  as, for the  purposes set forth in the
certification, the shareholder of record of the specified shares in place of the
shareholder who makes the certification.

                  Section 10.  INSPECTORS.  At any meeting of shareholders,  the
chairman of the  meeting  may,  or upon the  request of any  shareholder  shall,
appoint one or more persons as  inspectors  for such  meeting.  Such  inspectors
shall ascertain and report the number of shares represented at the meeting based
upon their determination of the validity and effect of proxies, count all votes,
report the  results  and  perform  such other acts as are proper to conduct  the
election and voting with impartiality and fairness to all the shareholders.

                  Each report of an inspector  shall be in writing and signed by
him or by a majority of them if there is more than one inspector  acting at such
meeting. If there is more than one inspector,  the report of a majority shall be
the report of the  inspectors.  The report of the inspector or inspectors on the
number of shares  represented at the meeting and the results of the voting shall
be prima facie evidence thereof.

                  Section 11.  REPORTS TO SHAREHOLDERS.
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                  (a) Not later than 90 days after the close of each fiscal year
of the Trust,  the Trustees  shall  deliver or cause to be delivered a report of
the  business  and  operations  of the  Trust  during  such  fiscal  year to the
shareholders,  containing a balance  sheet and a statement of income and surplus
of the Trust,  accompanied  by the  certification  of an  independent  certified
public accountant, and such further information as the Trustees may determine is
required pursuant to any law or regulation to which the Trust is subject. Within
the  earlier  of 20 days after the annual  meeting of  shareholders  or 120 days
after the end of the Trust's fiscal year, a signed copy of the annual report and
the accountant's  certificate shall be placed on file at the principal office of
the Trust.

                  (b) Not later  than 45 days after the end of each of the first
three  quarterly  periods  of each  fiscal  year and upon  written  request by a
shareholder,  the  Trustees  shall  deliver or cause to be  delivered an interim
report to such requesting  shareholder containing unaudited financial statements
for such quarter and for the period from the beginning of the fiscal year to the
end of such quarter,  and such further information as the Trustees may determine
is required pursuant to any law or regulation to which the Trust is subject.

                  Section 12.  NOMINATIONS AND SHAREHOLDER BUSINESS.
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                  (a)      Annual Meetings of Shareholders.
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                           (1)   With   respect   to  an   annual   meeting   of
         shareholders,  nominations  of  persons  for  election  to the Board of
         Trustees  and  the  proposal  of  business  to  be  considered  by  the
         shareholders  may be made only (i) by or at the  direction of the Board
         of  Trustees  or  (ii)  by any  shareholder  of  the  Trust  who  was a
         shareholder of record at the time of giving of notice,  who is entitled
         to vote at the meeting and who complied with the notice  procedures set
         forth in this Section 12(a).

                           (2) For  nominations or other business to be properly
         brought  before an annual  meeting by a shareholder  pursuant to clause
         (ii) of paragraph (a) (1) of this Section 12, the shareholder must have
         given timely  notice  thereof in writing to the secretary of the Trust.
         To be  timely,  a  shareholder's  notice  shall  be  delivered  to  the
         secretary at the principal executive offices of the Trust not less than
         60 days nor more  than 90 days  prior to the first  anniversary  of the
         preceding year's annual meeting;  provided,  however, that in the event
         that the date of the annual meeting is advanced by more than 30 days or
         delayed by more than 60 days from such anniversary  date, notice by the
         shareholder to be timely must be so delivered not earlier than the 90th
         day  prior to such  annual  meeting  and not  later  than the  close of
         business on the later of the 60th day prior to such  annual  meeting or
         the tenth day  following  the day on which public  announcement  of the
         date of such meeting is first made. Such shareholder's notice shall set
         forth: (i) as to each person whom the shareholder  proposes to nominate
         for election or  reelection  as a Trustee all  information  relating to
         such  person  that is  required to be  disclosed  in  solicitations  of
         proxies for election of Trustees,  or is  otherwise  required,  in each
         case pursuant to Regulation  14A under the  Securities  Exchange Act of
         1934,  as amended  (including  such person's  written  consent to being
         named in the proxy  statement  as a nominee and to serving as a Trustee
         if  elected);  (ii)  as to any  other  business  that  the  shareholder
         proposes  to bring  before  the  meeting,  a brief  description  of the
         business  desired to be brought  before the  meeting,  the  reasons for
         conducting  such  business at the meeting and any material  interest in
         such business of such shareholder and of the beneficial  owner, if any,
         on whose behalf the proposal is made;  and (iii) as to the  shareholder
         giving the notice and the beneficial owner, if any, on whose behalf the
         nomination  or  proposal  is  made,   the  name  and  address  of  such
         shareholder,  as  they  appear  on the  Trust'  s  books,  and of  such
         beneficial  owner and the class and number of shares of the Trust which
         are  owned  beneficially  and of record  by such  shareholder  and such
         beneficial owner.

                           (3)  Notwithstanding  anything in the second sentence
         of Section  12(a)(2) to the  contrary,  in the event that the number of
         Trustees to be elected to the Board of Trustees is increased  and there
         is no public  announcement  naming all of the  nominees  for Trustee or
         specifying  the size of the  increased  Board of  Trustees  made by the
         Trust at least 70 days prior to the first  anniversary of the preceding
         year's annual meeting, a shareholder's  notice required by this Section
         12(a)  shall  also be  considered  timely,  but only  with  respect  to
         nominees for any new positions created by such increase, if it shall be
         delivered to the  secretary at the principal  executive  offices of the
         Trust not later than the close of business  on the tenth day  following
         the day on which such public announcement is first made by the Trust.

                  (b) Special Meetings of Shareholders. Only such business shall
be conducted  at a special  meeting of  shareholders  as shall have been brought
before the meeting  pursuant to the Trust's  notice of meeting.  Nominations  of
persons for election to the Board of Trustees  may be made at a special  meeting
of  shareholders  at which  Trustees  are to be elected  pursuant to the Trust's
notice of meeting  (i) by or at the  direction  of the Board of Trustees or (ii)
provided  that the Board of  Trustees  has  determined  that  Trustees  shall be
elected  at such  special  meeting,  by any  shareholder  of the  Trust who is a
shareholder  of record at the time of  giving  of  notice  provided  for in this
Section 12(b),  who is entitled to vote at the meeting and who complied with the
notice  procedures set forth in this Section 12(b). In the event the Trust calls
a special  meeting  of  shareholders  for the  purpose of  electing  one or more
Trustees to the Board of Trustees, any such shareholder may nominate a person or
persons (as the case may be) for  election to such  position as specified in the
Trust's  notice  of  meeting,  if the  shareholder's  notice  complies  with the
requirements  of Section  12(a)(2)  and is  delivered  to the  secretary  at the
principal  executive offices of the Trust not earlier than the 90th day prior to
such  special  meeting  and not later than the close of business on the later of
the 60th day prior to such special meeting or the tenth day following the day on
which public  announcement  is first made of the date of the special meeting and
of the nominees proposed by the Trustees to be elected at such meeting.

                  (c)      General.
                           -------

                           (1) Only such persons who are nominated in accordance
         with the  procedures  set forth in this Section 12 shall be eligible to
         serve as  Trustees  and only  such  business  shall be  conducted  at a
         meeting of  shareholders  as shall have been brought before the meeting
         in  accordance  with the  procedures  set forth in this Section 12. The
         presiding  officer  of the  meeting  shall  have the  power and duty to
         determine  whether a nomination or any business  proposed to be brought
         before the meeting was made in accordance with the procedures set forth
         in this Section 12 and, if any proposed  nomination  or business is not
         in  compliance  with this  Section 12, to declare  that such  defective
         nomination or proposal be disregarded.

                           (2)  For  purposes  of  this   Section  12,   "public
         announcement"  shall mean disclosure in a press release reported by the
         Dow Jones News Service,  Associated Press or comparable news service or
         in a  document  publicly  filed by the Trust  with the  Securities  and
         Exchange  Commission  pursuant  to  Sections  13,  14 or  15(d)  of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act").

                           (3) Notwithstanding the foregoing  provisions of this
         Section  12, a  shareholder  shall  also  comply  with  all  applicable
         requirements  of state  law and of the  Exchange  Act and the rules and
         regulations  thereunder  with  respect to the matters set forth in this
         Section  12.  Nothing in this  Section 12 shall be deemed to affect any
         rights of shareholders to request inclusion of proposals in the Trust's
         proxy statement pursuant to Rule 14a-8 under the Exchange Act.

                  Section 13.  VOTING BY BALLOT.  Voting on any question or in
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any election may be viva voce unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.

                  Section 14. NO SHAREHOLDER ACTION BY WRITTEN CONSENT.  Subject
to the  rights  of the  holders  of any  series  of  Preferred  Shares  to elect
additional  Trustees  under  specific  circumstances,  any  action  required  or
permitted  to be taken by the  shareholders  of the Trust must be effected at an
annual or special meeting of shareholders and may not be effected by any consent
in writing by such shareholders.

                                   ARTICLE III

                                    TRUSTEES

                  Section 1.  GENERAL POWERS; QUALIFICATIONS.  The business and
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affairs of the Trust shall be managed under the direction of its Board of
Trustees.  A Trustee shall be a natural person at least 19 years of age who is
not under legal disability.

                  Section 2. ANNUAL AND REGULAR  MEETINGS.  An annual meeting of
the Trustees shall be held immediately after and at the same place as the annual
meeting of shareholders,  no notice other than this Bylaw being  necessary.  The
Trustees  may  provide,  by  resolution,  the time and place,  either  within or
without  the State of  Alabama,  for the  holding  of  regular  meetings  of the
Trustees without other notice than such resolution.

                  Section 3. SPECIAL MEETINGS.  Special meetings of the Trustees
may be  called  by or at the  request  of the chief  executive  officer  or by a
majority of the Trustees  then in office.  The person or persons  authorized  to
call  special  meetings  of the  Trustees  may fix any place,  either  within or
without  the State of Alabama,  as the place for holding any special  meeting of
the Trustees called by them.

                  Section 4.  NOTICE.  Notice of any  special  meeting  shall be
given  by  written  notice  delivered  personally,   transmitted  by  facsimile,
telegraphed  or mailed to each  Trustee at his  business or  residence  address.
Personally  delivered,  facsimile  transmitted or  telegraphed  notices shall be
given at least one day prior to the  meeting.  Notice by mail  shall be given at
least five days prior to the meeting.  If mailed, such notice shall be deemed to
be given when  deposited  in the United  States mail  properly  addressed,  with
postage thereon prepaid. If given by telegram, such notice shall be deemed to be
given when the  telegram is  delivered  to the  telegraph  company.  Neither the
business to be transacted at, nor the purpose of, any annual, regular or special
meeting  of the  Trustees  need be stated  in the  notice,  unless  specifically
required by statute or these Bylaws.

                  Section 5.  QUORUM.  A whole  number of  Trustees  equal to at
least a majority of the whole Board of Trustees  shall  constitute  a quorum for
transaction of business at any meeting of the Trustees;  provided,  that if less
than a quorum are present at said  meeting,  a majority of the Trustees  present
may adjourn the meeting from time to time without further  notice;  and provided
further, that if, pursuant to the Declaration of Trust or these Bylaws, the vote
of a majority of a particular group of Trustees is required for action, a quorum
must also include a majority of such group.

                  The Trustees  present at a meeting  which has been duly called
and   convened   may   continue  to   transact   business   until   adjournment,
notwithstanding the withdrawal of enough Trustees to leave less than a quorum.

                  Section 6. VOTING.  The action of the majority of the Trustees
present  at a meeting  at which a quorum is  present  shall be the action of the
Trustees,  unless the  concurrence of a greater  proportion is required for such
action by applicable statute, the Declaration of Trust or these Bylaws.

                  Section 7. TELEPHONE  MEETINGS.  Trustees may participate in a
meeting by means of a conference telephone or similar  communications  equipment
if all  persons  participating  in the  meeting  can hear each other at the same
time.  Participation  in a meeting by these means shall  constitute  presence in
person at the meeting.

                  Section 8. INFORMAL ACTION BY TRUSTEES. Any action required or
permitted  to be taken at any  meeting of the  Trustees  may be taken  without a
meeting,  if a consent in writing to such  action is signed by each  Trustee and
such written consent is filed with the minutes of proceedings of the Trustees.

                  Section  9.  VACANCIES.  If for  any  reason  any  or all  the
Trustees  cease to be  Trustees,  such event  shall not  terminate  the Trust or
affect these Bylaws or the powers of the remaining  Trustees  hereunder (even if
fewer than three Trustees remain).  Any vacancy  (including a vacancy created by
an increase in the number of Trustees)  shall be filled,  at any regular meeting
or at any  special  meeting  called  for  that  purpose,  by a  majority  of the
Trustees.  Any  individual  so  elected as  Trustee  shall  hold  office for the
unexpired term of the Trustee he is replacing.

                  Section  10.  COMPENSATION.  Trustees  shall not  receive  any
stated salary for their services as Trustees but, by resolution of the Trustees,
fixed sums per year and/or per meeting.  Expenses of attendance,  if any, may be
allowed to Trustees for attendance at each annual, regular or special meeting of
the Trustees or of any committee thereof;  but nothing herein contained shall be
construed to preclude any Trustees from serving the Trust in any other  capacity
and receiving compensation therefor.

                  Section 11.  REMOVAL OF TRUSTEES.  The shareholders may, at
                               -------------------
any time, remove any Trustee in the manner provided in the Declaration of Trust.

                  Section 12. LOSS OF DEPOSITS.  No Trustee  shall be liable for
any loss which may occur by reason of the  failure of the bank,  trust  company,
savings and loan  association,  or other  institution with whom moneys or shares
have been deposited.

                  Section 13.  SURETY BONDS. Unless required by law, no Trustee
                               ------------
shall be obligated to give any bond or surety or other security for the
performance of any of his duties.

                  Section 14.  RELIANCE.  Each  Trustee,  officer,  employee and
agent of the Trust shall,  in the  performance of his duties with respect to the
Trust, be fully justified and protected with regard to any act or failure to act
in  reliance  in good faith  upon the books of  account or other  records of the
Trust,  upon an opinion of counsel or upon  reports  made to the Trust by any of
its  officers  or  employees  or by a  committee  of  the  Board,  the  adviser,
accountants, appraisers or other experts or consultants selected by the Trustees
or officers of the Trust,  regardless of whether such counsel or expert may also
be a Trustee.

                  Section 15.  CERTAIN RIGHTS OF TRUSTEES,  OFFICERS,  EMPLOYEES
AND AGENTS.  The Trustees shall have no responsibility to devote their full time
to the affairs of the Trust.  Any  Trustee or officer,  employee or agent of the
Trust, in his personal capacity or in a capacity as an affiliate,  employee,  or
agent of any other person, or otherwise,  may have business interests and engage
in business  activities similar to or in addition to those of or relating to the
Trust,  subject to the adoption of any policies  relating to such  interests and
activities adopted by the Trustees and applicable law.

                                   ARTICLE IV

                                   COMMITTEES

                  Section 1.  NUMBER,  TENURE AND  QUALIFICATIONS.  The Trustees
may, by  resolution  or  resolutions  passed by a majority  of the whole  Board,
appoint from among its members an Executive  Committee,  an Audit  Committee and
other  committees,  composed of one or more Trustees to serve at the pleasure of
the Trustees; provided, that the membership of the Audit Committee shall consist
only of Independent  trustees so long as they continue in office,  and all other
individuals  who have been duly elected and qualify as  Independent  trustees of
the Trust. An individual shall be deemed to be  "Independent"  hereunder if such
individual is not an affiliate of Colonial Properties,  Inc. ("Colonial") or the
Trust and is not an employee of Colonial or of any  affiliate of Colonial or the
Trust.

                  Section 2. POWERS.  The  Trustees  may delegate to  committees
appointed  under  Section 1 of this Article IV any of the powers of the Board of
Trustees; provided, however, that the Trustees may not delegate to committee the
power  to  declare  dividends  or other  distributions,  elect  Trustees,  issue
Preferred  or Common  Shares (as such terms are  defined in the  Declaration  of
Trust)  (hereinafter  "Shares")  in the Trust other than as provided in the next
sentence,  approve or recommend to the  shareholders  any action which  requires
shareholder  approval,  amend the Bylaws,  approve any merger or share  exchange
which does not require  shareholder  approval,  or approve the  reacquisition of
Shares unless pursuant to a formula prescribed by the Board of Trustees.  If the
Board of Trustees has given general  authorization for the issuance of Shares in
the Trust,  a committee of the Board,  in accordance  with a general  formula or
method specified by the Board by resolution or by adoption of an option or other
plan,   may  fix  the  terms  of  the  Shares  subject  to   classification   or
reclassification and the terms on which the shares may be issued,  including all
terms and  conditions  required or permitted to be  established or authorized by
the Board of Trustees.

                  Section 3. COMMITTEE PROCEDURES.  Each Committee may fix rules
of procedure  for its business.  A majority of the members of a committee  shall
constitute a quorum for the transaction of business and the action of a majority
of those  present at a meeting at which a quorum is present  shall be the action
of the  committee.  Subject to the terms of Section 1 hereof,  in the absence of
any member of any committee, the members thereof present at any meeting, whether
or not they constitute a quorum, may appoint another Trustee to act in the place
of such absent member. Any action required or permitted to be taken at a meeting
of a committee may be taken without a meeting,  if a unanimous  written  consent
which sets forth the action is signed by each member of the  committee and filed
with  the  minutes  of the  proceedings  of such  committee.  The  members  of a
committee may conduct any meeting thereof by means of a conference  telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by such means shall
constitute presence in person at the meeting.

                  Section 4.  EMERGENCY.  In the event of a state of disaster of
sufficient  severity to prevent the  conduct and  management  of the affairs and
business  of the Trust by its  Trustees  and  officers  as  contemplated  by the
Declaration of Trust and these Bylaws,  any two or more available members of the
then incumbent  Executive  Committee shall constitute a quorum of that Committee
for the full conduct and  management of the affairs and business of the Trust in
accordance  with  the  provisions  of  this  Article  IV.  In the  event  of the
unavailability,  at such time, of a minimum of two members of the then incumbent
Executive  Committee,  the available Trustees shall elect an Executive Committee
composed  of any two  members of the Board of  Trustees,  whether or not they be
officers  of the  Trust,  which  two  members  shall  constitute  the  Executive
Committee  for the full  conduct and  management  of the affairs of the Trust in
accordance with the foregoing provisions of this Section 4. This Section 4 shall
be subject to  implementation by resolution of the Board of Trustees passed from
time to time for that purpose, and any provisions of the Bylaws (other than this
Section 4) and any  resolutions  which are  contrary to the  provisions  of this
Section 4 or to the  provisions of any such  implementing  resolutions  shall be
suspended until it shall be determined by any interim Executive Committee acting
under this  Section 4 that it shall be to the  advantage  of the Trust to resume
the conduct and  management  of its  affairs  and  business  under all the other
provisions of these Bylaws.

                                    ARTICLE V

                                    OFFICERS

                  Section 1. GENERAL  PROVISIONS.  The officers of the Trust may
consist of a chairman of the board, a chief executive  officer,  a president,  a
chief operating officer, one or more vice presidents, a chief financial officer,
a  secretary,  and one or  more  assistant  secretaries,  as  determined  by the
Trustees.  In  addition,  the  Trustees may from time to time appoint such other
officers with such powers and duties as they shall deem  necessary or desirable.
The officers of the Trust shall be elected annually by the Trustees at the first
meeting of the Trustees held after each annual meeting of  shareholders.  If the
election of officers  shall not be held at such meeting,  such election shall be
held as soon  thereafter  as may be  convenient.  Each officer shall hold office
until his successor is elected and qualifies or until his death,  resignation or
removal in the manner hereinafter provided. Any two or more offices except chief
executive  officer and vice  president may be held by the same person.  In their
discretion,  the  Trustees may leave  unfilled  any office  except that of chief
executive officer, chief financial officer and secretary. Election of an officer
or agent shall not of itself create  contract  rights between the Trust and such
officer or agent.

                  Section 2.  REMOVAL AND  RESIGNATION.  Any officer or agent of
the Trust may be  removed  by a majority  of the  members of the whole  Board of
Trustees,  with or without cause, if in their judgment the best interests of the
Trust would be served  thereby,  but such removal shall be without  prejudice to
the contract rights, if any, of the person so removed.  Any officer of the Trust
may  resign  at any time by giving  written  notice  of his  resignation  to the
Trustees, the chairman of the board (if any), the chief executive officer or the
secretary.  Any resignation shall take effect at any time subsequent to the time
specified  therein  or,  if the  time  when it  shall  become  effective  is not
specified therein, immediately upon its receipt. The acceptance of a resignation
shall not be  necessary  to make it  effective  unless  otherwise  stated in the
resignation.

                  Section 3.  VACANCIES.  A vacancy in any office may be filled
                              ---------
by the Trustees for the balance of the term.

                  Section 4.  CHAIRMAN OF THE BOARD.  The  chairman of the board
shall preside over the meetings of the Trustees and of the shareholders at which
he shall be present.  The chairman of the board shall  perform such other duties
as may be assigned to him by the Trustees.  Except where by law the signature of
the chief executive officer is required, the chairman of the board shall possess
the same power as the chief executive officer to sign deeds,  mortgages,  bonds,
contracts or other instruments.

                  Section 5. CHIEF EXECUTIVE OFFICER. The Trustees may designate
a chief  executive  officer from among the elected  officers.  In the absence of
such designation, the chairman of the board shall be the chief executive officer
of the  Trust.  The chief  executive  officer  shall in  general  supervise  the
management of the business  affairs of the Trust and the  implementation  of the
policies of the Trust,  as determined by the Trustees.  He may execute any deed,
mortgage,  bond,  contract  or  other  instrument,  except  in cases  where  the
execution  thereof  shall be  expressly  delegated  by the  Trustees or by these
Bylaws to some other  officer or agent of the Trust or shall be  required by law
to be otherwise  executed;  and in general shall perform all duties  incident to
the office of chief executive officer and such other duties as may be prescribed
by the Trustees from time to time.

                  Section 6. PRESIDENT. The president, subject to the control of
the Board of  Trustees  and at the  direction  of and with the  chief  executive
officer,  shall in general supervise and control all of the business and affairs
of the Trust.  He shall,  when present and in the absence of the chairman of the
board  and  the  chief  executive  officer,  preside  at  all  meetings  of  the
shareholders  and the Board of Trustees.  He may sign, with the secretary or any
other  proper  officer  of the  Trust  authorized  by  the  Board  of  Trustees,
certificates for shares of the Trust and deeds, mortgages,  bonds, contracts, or
other  instruments  which the Board of Trustees has  authorized  to be executed,
except in cases where the  signing  and  execution  thereof  shall be  expressly
delegated by the Board of Trustees or by these  Bylaws to some other  officer or
agent of the  Trust,  or shall be  required  by law to be  otherwise  signed  or
executed;  and in general  shall  perform  all duties  incident to the office of
president  and such other  duties as may be  prescribed  by the chief  executive
officer or the Trustees from time to time.

                  Section  7.  CHIEF  OPERATING  OFFICER.  The  chief  operating
officer,  under the direction of the chief executive officer, shall have general
management authority and responsibility for the day-to-day implementation of the
policies  of the Trust.  He may execute any deed,  mortgage,  bond,  contract or
other instrument, except in cases where the execution thereof shall be expressly
delegated by the  Trustees or by these Bylaws to some other  officer or agent of
the Trust or shall be required by law to be otherwise  executed;  and in general
shall perform all duties incident to the office of chief  operating  officer and
such other duties as may be prescribed by the Trustees from time to time.

                  Section  8.  VICE  PRESIDENTS.  In the  absence  of the  chief
executive officer, the president, the chief operating officer or in the event of
a vacancy in all such offices, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated at the time
of their  election or, in the absence of any  designation,  then in the order of
their election)  shall perform the duties of the chief executive  officer or the
president  and when so acting shall have all the powers of and be subject to all
the restrictions upon the chief executive  officer and the president;  and shall
perform  such other  duties as from time to time may be  assigned  to him by the
chief executive officer, by the president,  by the chief operating officer or by
the  Trustees.  The  Trustees  may  designate  one or more  vice  presidents  as
executive  vice  president  or  as  vice  president  for  particular   areas  of
responsibility.

                  Section  9.  SECRETARY.  The  secretary  shall:  (a)  keep the
minutes of the proceedings of the  shareholders,  the Trustees and committees of
the Trustees in one or more books  provided for that  purpose;  (b) see that all
notices are duly given in accordance  with the  provisions of these Bylaws or as
required by law; (c) be custodian of the trust  records and of the seal (if any)
of the Trust; (d) keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholder;  (e) have general
charge of the share transfer books of the Trust; and (f) in general perform such
other duties as from time to time may be assigned to him by the chief  executive
officer, by the president, by the chief operating officer or by the Trustees.

                  Section  10.  CHIEF  FINANCIAL  OFFICER.  The chief  financial
officer  shall  have the  custody of the funds and  securities  of the Trust and
shall keep full and  accurate  accounts of receipts and  disbursements  in books
belonging to the Trust and shall deposit all moneys and other  valuable  effects
in the name  and to the  credit  of the  Trust  in such  depositories  as may be
designated by the Trustees. The chief financial officer shall disburse the funds
of the Trust as may be ordered by the Trustees,  taking proper vouchers for such
disbursements,  and shall render to the chief executive officer and Trustees, at
the regular meetings of the Trustees or whenever they may require it, an account
of all  his  transactions  as  chief  financial  officer  and  of the  financial
condition of the Trust.

                  If required by the Trustees, he shall give the Trust a bond in
such sum and with  such  surety  or  sureties  as shall be  satisfactory  to the
Trustees  for the faithful  performance  of the duties of his office and for the
restoration  to the Trust,  in case of his  death,  resignation,  retirement  or
removal from office, all books, papers,  vouchers,  moneys and other property of
whatever kind in his possession or under his control belonging to the Trust.

                  Section 11.  ASSISTANT SECRETARIES. The assistant secretaries,
                               ---------------------
in general, shall perform such duties as shall be assigned to them by the
secretary, or by the chief executive officer, the president, or the Trustees.

                  Section 12.  SALARIES.  The salaries of the officers  shall be
fixed from time to time by the Trustees and no officer  shall be prevented  from
receiving such salary by reason of the fact that he is also a Trustee.

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

                  Section 1.  CONTRACTS.  The Trustees may authorize any officer
or agent to enter into any contract or to execute and deliver any  instrument in
the name of and on  behalf of the Trust and such  authority  may be  general  or
confined to specific instances.  Any agreement,  deed, mortgage,  lease or other
document  executed  by one or more of the  Trustees or by an  authorized  person
shall be deemed  valid and binding  upon the Trustees and upon the Trust when so
authorized or ratified by action of the Trustees.

                  Section 2.  CHECKS AND  DRAFTS.  All  checks,  drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Trust shall be signed by such officer or  officers,  agent or
agents of the Trust and in such manner as shall from time to time be  determined
by the Trustees.

                  Section  3.  DEPOSITS.  All funds of the  Trust not  otherwise
employed shall be deposited from time to time to the credit of the Trust in such
banks, trust companies or other depositories as the Trustees may designate.

                                   ARTICLE VII

                                     SHARES

                  Section 1. CERTIFICATES. Each shareholder shall be entitled to
a certificate or  certificates  which shall  represent and certify the number of
shares of each class of  beneficial  interests  held by him in the  Trust.  Each
certificate  shall  state on its face:  (i) the name of the Trust and that it is
organized  under the laws of  Alabama,  and (ii) the name of the  person to whom
such  certificate  is  issued.  Each  certificate  shall be  signed by the chief
executive  officer,  the president or a vice president and  countersigned by the
secretary or an assistant  secretary or the chief  financial  officer and may be
sealed with the seal, if any, of the Trust.  The signatures may be either manual
or facsimile.  Certificates  shall be consecutively  numbered;  and if the Trust
shall,  from time to time, issue several classes of shares,  each class may have
its own number  series.  A certificate is valid and may be issued whether or not
an officer who signed it is still an officer when it is issued. Each certificate
representing  shares which are restricted as to their  transferability or voting
powers,  which are  preferred  or limited as to their  dividends  or as to their
allocable  portion of the assets upon liquidation or which are redeemable at the
option of the Trust,  shall have a statement  of such  restriction,  limitation,
preference or redemption provision, or a summary thereof,  plainly stated on the
certificate.  In lieu of such statement or summary, the Trust may set forth upon
the face or back of the  certificate a statement  that the Trust will furnish to
any  shareholder,  upon  request and without  charge,  a full  statement of such
information.

                  Section  2.  TRANSFERS.   Certificates  shall  be  treated  as
negotiable  and  title  thereto  and to  the  shares  they  represent  shall  be
transferred by delivery  thereof to the same extent as those of an Alabama stock
corporation. Upon surrender to the Trust or the transfer agent of the Trust of a
share certificate duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer,  the Trust shall issue a new certificate to
the  person  entitled  thereto,  cancel  the  old  certificate  and  record  the
transaction upon its books.

                  The Trust  shall be  entitled to treat the holder of record of
any share or shares as the holder in fact thereof and, accordingly, shall not be
bound to recognize  any equitable or other claim to or interest in such share on
the part of any other  person,  whether  or not it shall  have  express or other
notice  thereof,  except  as  otherwise  provided  by the  laws of the  State of
Alabama.

                  Section 3. LOST  CERTIFICATE.  The  Trustees  may direct a new
certificate to be issued in place of any  certificate  previously  issued by the
Trust  alleged  to have been  lost,  stolen or  destroyed  upon the making of an
affidavit of that fact by the person claiming the certificate to be lost, stolen
or destroyed.  When authorizing the issuance of a new certificate,  the Trustees
may, in their discretion and as a condition  precedent to the issuance  thereof,
require the owner of such lost,  stolen or  destroyed  certificate  or his legal
representative to advertise the same in such manner as they shall require and/or
to give bond, with sufficient  surety,  to the Trust to indemnify it against any
loss or claim which may arise as a result of the issuance of a new certificate.

                  Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
The Trustees may set, in advance,  a record date for the purpose of  determining
shareholders entitled to notice of or to vote at any meeting of shareholders, or
shareholders entitled to receive payment of any dividend or the allotment of any
other rights,  or in order to make a determination of shareholders for any other
proper  purpose.  Such  date,  in any  case,  shall not be prior to the close of
business  on the day the record date is fixed and shall be not more than 70 days
and, in the case of a meeting of shareholders not less than ten days, before the
date on which the meeting or particular  action requiring such  determination of
shareholders is to be held or taken.

                  In lieu of fixing a record date, the Trustees may provide that
the share transfer books shall be closed for a stated period but not longer than
20 days. If the share  transfer  books are closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days before the date of such meeting.

                  If no record  date is fixed and the share  transfer  books are
not closed for the  determination of  shareholders,  (a) the record date for the
determination  of shareholders  entitled to notice of or to vote at a meeting of
shareholders  shall be at the close of  business on the date on which the notice
of meeting is mailed or the 30th day before the meeting, whichever is the closer
date  to the  meeting,  and  (b)  the  record  date  for  the  determination  of
shareholders  entitled to receive  payment of a dividend or an  allotment of any
other rights  shall be the close of business on the day on which the  resolution
of the Trustees declaring the dividend or allotment of rights is adopted.

                  When a determination  of shareholders  entitled to vote at any
meeting  of  shareholders  has been made as  provided  in this  Section  4, such
determination  shall  apply  to  any  adjournment  thereof,   except  where  the
determination  has been made through the closing of the  transfer  books and the
stated period of closing has expired.

                  Section 5.  SHARE  LEDGER.  The Trust  shall  maintain  at its
principal office or at the office of its counsel, accountants or transfer agent,
an original or duplicate  share ledger  containing  the name and address of each
shareholder and the number of shares of each class held by such shareholder.

                  Section 6. FRACTIONAL SHARES;  ISSUANCE OF UNITS. Trustees may
issue fractional shares or provide for the issuance of' scrip, all on such terms
and under  such  conditions  as they may  determine.  Notwithstanding  any other
provision of the  Declaration  of Trust or these Bylaws,  the Trustees may issue
units consisting of different  securities of the Trust. Any security issued in a
unit shall have the same  characteristics as any identical  securities issued by
the Trust,  except that the  Trustees  may provide  that for a specified  period
securities of the Trust issued in such unit may be  transferred  on the books of
the Trust only in such unit.

                                  ARTICLE VIII

                                 ACCOUNTING YEAR

                  The Trustees  shall have the power,  from time to time, to fix
the fiscal year of the Trust by a duly adopted resolution.

                                   ARTICLE IX

                                    DIVIDENDS

                  Section 1.        DECLARATION.   Dividends upon the shares of
                                    -----------
the Trust may be declared by the Trustees, subject to the provisions of law and
the Declaration of Trust.  Dividends may be paid in cash, property or shares of
the Trust, subject to the provisions of law and the Declaration.

                  Section 2.  CONTINGENCIES.  Before  payment of any  dividends,
there may be set aside out of any  funds of the Trust  available  for  dividends
such sum or sums as the  Trustees  may  from  time to  time,  in their  absolute
discretion,  think proper as a reserve fund for  contingencies,  for  equalizing
dividends,  for repairing or  maintaining  any property of the Trust or for such
other purpose as the Trustees shall  determine to be in the best interest of the
Trust,  and the Trustees may modify or abolish any such reserve in the manner in
which it was created.

                                    ARTICLE X

                                INVESTMENT POLICY

                  Subject to the  provisions of the  Declaration  of Trust,  the
Trustees may from time to time adopt,  amend,  revise or terminate any policy or
policies with respect to investments by the Trust as they shall deem appropriate
in their sole discretion.

                                   ARTICLE XI

                                      SEAL

                  Section 1.  SEAL.  The Trustees may authorize the adoption of
                              ----
a seal by the Trust.The seal shall have inscribed thereon the name of the Trust.
The Trustees may authorize one or more duplicate seals and provide for the
custody thereof.

                  Section 2.  AFFIXING  SEAL.  Whenever the Trust is required to
place its seal to a document, it shall be sufficient to meet the requirements of
any  law,  rule or  regulation  relating  to a seal to place  the word  "(SEAL)"
adjacent to the  signature of the person  authorized  to execute the document on
behalf of the Trust.

                                   ARTICLE XII

                                 INDEMNIFICATION

                  To the maximum extent  permitted by Alabama law in effect from
time to time,  the Trust,  after a  preliminary  determination  of the  ultimate
entitlement to indemnification  has been made in accordance with Section 8.55 of
Chapter 2B, Title 10, of the Code of Alabama,  1975, as amended, shall indemnify
(a) any  Trustee,  officer  or  shareholder  or any former  Trustee,  officer or
shareholder (including among the foregoing, for all purposes of this Article XII
and without  limitation,  any individual who, while a Trustee and at the request
of the  Trust,  serves or has served  another  corporation,  partnership,  joint
venture,  trust,  employee  benefit plan or any other  enterprise as a director,
officer,  partner or trustee of such  corporation,  partnership,  joint venture,
trust, employee benefit plan or other enterprise),  who has been successful,  on
the merits or  otherwise,  in the defense of a proceeding to which he was made a
party by reason of such status,  against reasonable  expenses incurred by him in
connection with the proceeding, (b) any Trustee or officer or any former Trustee
or  officer  made a party to a  proceeding  by  reason  of such  status  against
reasonable  expenses incurred by him in connection with the proceeding,  if: (i)
he conducted  himself in good faith, and (ii) he reasonably  believed (A) in the
case of conduct in his official capacity with the Trust, that the conduct was in
the Trust's best  interests and (B) in all other cases,  that the conduct was at
least not opposed to its best  interests,  and (iii) in the case of any criminal
proceeding,  he had no  reasonable  cause to believe his  conduct was  unlawful,
provided,  however,  that the  indemnification  provided  for in this clause (b)
shall  not be  available  if it is  established  that (1) in  connection  with a
proceeding by or in the right of the Trust, he was adjudged liable to the Trust,
or (2) in  connection  with any  other  proceeding  charging  improper  personal
benefit to him, whether or not involving action in his official capacity, he was
adjudged  liable on the basis that personal  benefit was improperly  received by
him,  and (c) each  shareholder  or  former  shareholder  against  any  claim or
liability  to  which  he  may  become  subject  by  reason  of his  status  as a
shareholder  or  former  shareholder.  In  addition,  the  Trust  shall  pay  or
reimburse, in advance of final disposition of a proceeding,  reasonable expenses
incurred by a Trustee,  officer or  shareholder  or former  Trustee,  officer or
shareholder  made a party to a proceeding  by reason of his status as a Trustee,
officer or shareholder;  provided, that in the case of a Trustee or officer, (i)
the Trust shall have received a written affirmation by the Trustee or officer of
his  good  faith  belief  that he has met the  applicable  standard  of  conduct
necessary for  indemnification by the Trust as authorized by these Bylaws,  (ii)
the Trust shall have received a written undertaking by or on his behalf to repay
the amount paid or reimbursed by the Trust if it shall  ultimately be determined
that the  applicable  standard of conduct was not met and (iii) a  determination
shall have been made, in  accordance  with Section 8.55 of Chapter 2B, Title 10,
of the Code of Alabama,  1975,  as  amended,  that the facts then known to those
making the determination would not preclude indemnification under the provisions
hereof.  The  Trust  may,  with  the  approval  of its  Trustees,  provide  such
indemnification and payment or reimbursement of expenses to any Trustee, officer
or  shareholder  or any  former  Trustee,  officer or  shareholder  who served a
predecessor  of the  Trust  and to any  employee  or  agent  of the  Trust  or a
predecessor of the Trust.  Neither the amendment nor repeal of this Article XII,
nor the adoption or amendment of any other provision of the Declaration of Trust
or these Bylaws  inconsistent with this Article XII, shall apply to or affect in
any respect  the  applicability  of this  paragraph  with  respect to any act or
failure to act which occurred prior to such amendment,  repeal or adoption.  Any
indemnification  or payment or reimbursement of the expenses  permitted by these
Bylaws  shall be  furnished  in  accordance  with the  procedures  provided  for
indemnification  and payment or  reimbursement  of expenses  under  Article 8 of
Chapter  2B,  Title 10, of the Code of Alabama,  1975.  The Trust may provide to
Trustees,  officers and shareholders such other and further  indemnification  or
payment or  reimbursement  of expenses as may be permitted by Alabama law, as in
effect from time to time, for directors of Alabama corporations.

                                  ARTICLE XIII

                                WAIVER OF NOTICE

                  Whenever  any notice is required  to be given  pursuant to the
Declaration  of Trust or these  Bylaws or pursuant to  applicable  law, a waiver
thereof in writing,  signed by the person or persons entitled to such notice and
filed with the minutes or records of the Trust, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice. Neither
the  business to be  transacted  at nor the  purpose of any meeting  need be set
forth in the waiver of notice,  unless  specifically  required by  statute.  The
attendance of any person at any meeting  shall  constitute a waiver of notice of
such meeting, except where such person attends a meeting for the express purpose
of objecting to the  transaction  of any business on the ground that the meeting
is not lawfully called or convened.


<PAGE>


                                   ARTICLE XIV

                               AMENDMENT OF BYLAWS

                  These  Bylaws  may  be  amended  or  repealed  by  either  the
affirmative  vote of a majority of all shares  outstanding  and entitled to vote
generally  in the  election  of  Trustees,  voting as a single  group,  or by an
affirmative vote of a majority of the Board of Trustees, unless the shareholders
prescribe  that any such Bylaw may not be amended  or  repealed  by the Board of
Trustees.

                  The foregoing are certified as the Bylaws of the Trust adopted
by the Trustees as of February 6, 2001.


                                                 /s/ Howard B. Nelson, Jr.
                                                     --------------------------
                                                     Secretary


                          Index of Amendments to Bylaws

                  Article  IV,  Section 1 of the Bylaws of the Trust was amended
pursuant to a  resolution  duly adopted at a meeting of the Board of Trustees on
April 22,  1999.  Such  amendment  to Article IV,  Section 1 is reflected in the
foregoing certified Bylaws.


                                                 /s/ Howard B. Nelson, Jr.
                                                     --------------------------
                                                     Secretary