Section 5. SCOPE OF NOTICE. Subject to Section 12, any business of the Trust may betransacted at an annual meeting of shareholders without being specifically designated in thenotice, except such business as is required by statute to be stated in such notice. No businessshall be transacted at a special meeting of shareholders except as specifically designated in thenotice.          Section 6. QUORUM. At any meeting of shareholders, the presence in person or byproxy of shareholders entitled to cast a majority of all the votes entitled to be cast at suchmeeting shall constitute a quorum; but this section shall not affect any requirement under anystatute 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 shareholdersentitled to vote at such meeting, present in person or by proxy, shall have power to adjourn themeeting from time to time to a date not more than 120 days after the original record date withoutnotice other than announcement at the meeting. At such adjourned meeting at which a quorum shallbe present, any business may be transacted which might have been transacted at the meeting asoriginally notified.          Section 7. VOTING. A plurality of all the votes cast at a meeting of shareholdersduly called and at which a quorum is present shall be sufficient to elect a Trustee. Each sharemay be voted for as many individuals as there are Trustees to be elected and for whose election theshare is entitled to be voted. A majority of the votes cast at a meeting of shareholders dulycalled and at which a quorum is present shall be sufficient to approve any other matter which mayproperly come before the meeting, unless more than a majority of the votes cast is required bystatute 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 submittedto a vote at a meeting of shareholders.          Section 8. PROXIES. A shareholder may vote the shares owned of record by him or herin person, or a shareholder or his or her agent or attorney-in-fact may appoint a proxy to vote orotherwise act for him or her by signing an appointment form or by means of an electronictransmission. The appointment of a proxy shall be valid for eleven months, unless a longer periodis expressly provided in the appointment form. An appointment by electronic transmission mustcontain or be accompanied by information (such as a pass code or other similar identifier) fromwhich it can be determined that the shareholder, the shareholder’s agent or the shareholder’sattorney-in-fact authorized the transmission.          As used in these Bylaws, “electronic transmission” means any process of communication notdirectly involving the physical transfer of paper that is suitable for the retention, retrieval andreproduction of information by the recipient and may include, but shall not be limited to,transmission by telephone, electronic mail, the Internet or other electronic means, as specified bythe Board of Trustees.          Section 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares registered in the name of acorporation, partnership, trust or other entity, if entitled to be voted, may be voted by the chiefexecutive officer or a vice president, a general partner or trustee thereof, as the case may be, ora proxy appointed by any of the foregoing individuals, unless some other person who has beenappointed to vote such shares pursuant to a bylaw or a resolution of the board of directors of suchcorporation or other entity presents a certified copy of such bylaw or resolution, in which casesuch person may vote such shares. Any trustee or other fiduciary may vote shares registered in hisname 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 andshall not be counted in determining the total number of outstanding shares entitled to be voted atany given time, unless they are held by it in a fiduciary capacity, in which case they may
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be votedand 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 writingto the Trust that any shares registered in the name of the shareholder are held for the account ofa specified person other than the shareholder. The resolution shall set forth: the class ofshareholders 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 withrespect to a record date or closing of the share transfer books, the time after the record date orclosing 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 ordesirable. On receipt of such certification, the person specified in the certification shall beregarded as, for the purposes set forth in the certification, the shareholder of record of thespecified shares in place of the shareholder who makes the certification.          Section 10. INSPECTORS. At any meeting of shareholders, the chairman of the meetingmay, or upon the request of any shareholder shall, appoint one or more persons as inspectors forsuch meeting. Such inspectors shall ascertain and report the number of shares represented at themeeting 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 votingwith 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 ifthere is more than one inspector acting at such meeting. If there is more than one inspector, thereport of a majority shall be the report of the inspectors. The report of the inspector orinspectors on the number of shares represented at the meeting and the results of the voting shallbe primafacie evidence thereof.          Section 11. REPORTS TO SHAREHOLDERS.          (a) Not later than 90 days after the close of each fiscal year of the Trust, the Trusteesshall deliver or cause to be delivered a report of the business and operations of the Trust duringsuch fiscal year to the shareholders, containing a balance sheet and a statement of income andsurplus of the Trust, accompanied by the certification of an independent certified publicaccountant, and such further information as the Trustees may determine is required pursuant to anylaw or regulation to which the Trust is subject. Within the earlier of 20 days after the annualmeeting of shareholders or 120 days after the end of the Trust’s fiscal year, a signed copy of theannual report and the accountant’s certificate shall be placed on file at the principal office ofthe Trust.          (b) Not later than 45 days after the end of each of the first three quarterly periods of eachfiscal year and upon written request by a shareholder, the Trustees shall deliver or cause to bedelivered an interim report to such requesting shareholder containing unaudited financialstatements for such quarter and for the period from the beginning of the fiscal year to the end ofsuch quarter, and such further information as the Trustees may determine is required pursuant toany law or regulation to which the Trust is subject.          Section 12. NOMINATIONS AND SHAREHOLDER BUSINESS.          (a) Annual Meetings of Shareholders.          (1) Nominations of persons for election to the Board of Trustees and the proposal ofbusiness other than nominations of Trustees to be considered by the shareholders at anannual meeting of shareholders shall be made: (i) pursuant to the notice of the
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meeting (orany supplement thereto) given by or at the direction of the Board of Trustees, (ii)otherwise by or at the direction of the Board of Trustees, or (iii) by a shareholder of theTrust who was a shareholder of record at the time of the giving of notice of the meeting, who isentitled to vote at the meeting and who complied with the notice procedures set forth inSections 12(a)(2), (4) and (5), in the case of nominations of Trustees, and Sections12(a)(3) and (4), in the case of business other than the nomination of Trustees.          (2) For nominations to be properly brought before an annual meeting by a shareholderpursuant to Section 12(a)(1)(iii), the shareholder must have given timely notice thereof inwriting to the secretary of the Trust (the “Shareholder Notice”) containing the informationspecified in this Section 12(a)(2). To be timely, such Shareholder Notice shall bedelivered to the secretary at the principal executive offices of the Trust not less than 60days nor more than 90 days prior to the first anniversary of the preceding year’s annualmeeting; provided, however, that in the event that the date of the annual meeting isadvanced by more than 30 days or delayed by more than 60 days from such anniversary date,such Shareholder Notice to be timely must be so delivered not earlier than the 90th dayprior to such annual meeting and not later than the close of business on the later of the60th day prior to such annual meeting or the tenth day following the day on which publicannouncement of the date of such meeting is first made. Such Shareholder Notice shall setforth: (i) as to each person whom the shareholder proposes to nominate for election orreelection as a Trustee, (A) a description of all agreements, arrangements or understandingsbetween such shareholder and such beneficial owner (if any) on whose behalf the nominationis made, on the one hand, and such potential nominee and any other person or persons (namingsuch person or persons), on the other hand, pursuant to which the nomination is to be madeby such shareholder, and (B) all other information relating to such potential nominee thatis required to be disclosed in solicitations of proxies for election of Trustees, or isotherwise required, in each case pursuant to Regulation 14A under the Securities ExchangeAct of 1934, as amended (the “Exchange Act”) (including such person’s written consent tobeing named in the proxy statement as a nominee and to serving as a Trustee if elected); and(ii) as to the shareholder giving such Shareholder Notice and the beneficial owner (if any)on whose behalf the nomination is made, the additional information specified in Section12(a)(4) below.          (3) For business other than the nomination of Trustees to be properly brought before anannual meeting by a shareholder pursuant to Section 12(a)(1)(iii), the shareholder must havegiven a timely Shareholder Notice in writing to the secretary of the Trust containing theinformation specified in this Section 12(a)(3). To be timely, such Shareholder Notice shallbe delivered to the secretary at the principal executive offices of the Trust not less than60 days nor more than 90 days prior to the first anniversary of the preceding year’s annualmeeting; provided, however, that in the event that the date of the annual meeting isadvanced by more than 30 days or delayed by more than 60 days from such anniversary date,such Shareholder Notice to be timely must be so delivered not earlier than the 90th dayprior to such annual meeting and not later than the close of business on the later of the60th day prior to such annual meeting or the tenth day following the day on which publicannouncement of the date of such meeting is first made. Such Shareholder Notice shall setforth: (i) a brief description of the business desired to be brought before the meeting(including the complete text of any proposed resolutions or proposed amendments to theseBylaws or other governing documents of the Trust), the reasons for conducting such businessat the meeting, a brief written statement of the reasons why the shareholder and thebeneficial owner (if any) on whose behalf the proposal is made support such business and anymaterial interest in such business of such shareholder and of such beneficial owner (ifany); (ii) a description of any agreement, arrangement or understanding with respect to suchbusiness between or among the shareholder and the beneficial owner (if any) on whose behalfthe proposal is made, on the one hand, and any of their respective affiliates or
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associatesand any others (including their names) acting in concert with any of the foregoing, on theother hand, and a representation that such shareholder and such beneficial owner (if any)will notify the Trust in writing of any such agreement, arrangement or understanding ineffect as of the record date for the meeting promptly following the later of the record date or thedate on which public announcement of the record date is first made; and (iii) as to theshareholder giving such Shareholder Notice and the beneficial owner (if any) on whose behalfthe proposal is made, the additional information specified in Section 12(a)(4) below.          (4) Each Shareholder Notice delivered pursuant to Section 12(a)(2) or Section 12(a)(3)also must contain the following information as to the shareholder giving the ShareholderNotice and the beneficial owner (if any) on whose behalf the nomination is made (in the caseof Section 12(a)(2)) or the business other than the nomination of Trustees is desired to bebrought (in the case of Section 12(a)(3)):          (A) the name and address of such shareholder, as they appear on the Trust’ sbooks, and of such beneficial owner (if any);          (B) the class or series and number of Shares of the Trust which are, directlyor indirectly, owned beneficially and of record by such shareholder and suchbeneficial owner (if any), including the proportionate interest in Shares of theTrust held, directly or indirectly, by a general or limited partnership in whichsuch shareholder or such beneficial owner (if any) is a general partner or a director indirect beneficial owner of an interest in a general partner, as of the date ofthe Shareholder Notice, and a representation that such shareholder and suchbeneficial owner (if any) will notify the Trust in writing of the class or seriesand number of such Shares (including the proportionate interest in Shares heldthrough a general or limited partnership) owned of record and beneficially as of therecord date for the meeting promptly following the later of the record date or thedate on which public announcement of the record date is first made;          (C) a description of any agreement, arrangement or understanding (including anyderivative or short positions, profit interests, options, hedging transactions, andborrowed or loaned shares) that has been entered into by such shareholder and/orsuch beneficial owner (if any) as of the date of the Shareholder Notice, the effector intent of which is to mitigate loss to, manage risk or benefit of share pricechanges for, or increase or decrease the voting power of such shareholder orbeneficial owner or any of their respective affiliates, and a representation thatsuch shareholder and such beneficial owner (if any) will notify the Trust in writingof any such agreement, arrangement or understanding in effect as of the record datefor the meeting promptly following the later of the record date or the date on whichpublic announcement of the record date is first made;          (D) a representation that such shareholder intends to appear at the meeting inperson or by proxy to make the nomination or propose the other business specified insuch Shareholder Notice, as the case may be; and          (E) a representation as to whether such shareholder or such beneficial owner(if any) intends, or is or intends to be part of a group (within the meaningascribed to such term under Section 13(d)(3) of the Exchange Act) that intends, (i)to deliver a proxy statement and/or form of proxy to holders of at least thepercentage of the Trust’s outstanding Shares required to elect the proposed Trusteenominee or to approve or adopt the other business proposal, as the case may be,and/or (ii) otherwise to solicit proxies from shareholders in support of suchnominee or other business proposal, as the case may be.
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          (5) Notwithstanding anything in the second sentence of Section 12(a)(2) to thecontrary, in the event that the number of Trustees to be elected to the Board ofTrustees is increased and there is no public announcement naming all of the nominees forTrustee or specifying the size of the increased Board of Trustees made by the Trust at least70 days prior to the first anniversary of the preceding year’s annual meeting, a ShareholderNotice required by Section 12(a)(2) shall also be considered timely, but only with respectto nominees for any new positions created by such increase, if it shall be delivered to thesecretary at the principal executive offices of the Trust not later than the close ofbusiness on the tenth day following the day on which such public announcement is first madeby the Trust.          (b) Special Meetings of Shareholders. Only such business shall be conducted at aspecial meeting of shareholders as shall have been brought before the meeting pursuant to theTrust’s notice of meeting. Nominations of persons for election to the Board of Trustees may bemade at a special meeting of shareholders at which Trustees are to be elected pursuant to theTrust’s notice of meeting (i) by or at the direction of the Board of Trustees or (ii) provided thatthe Board of Trustees has determined that Trustees shall be elected at such special meeting, by anyshareholder of the Trust who is a shareholder of record at the time of giving of notice providedfor in this Section 12(b), who is entitled to vote at the meeting and who complied with the noticeprocedures set forth in this Section 12(b). In the event the Trust calls a special meeting ofshareholders for the purpose of electing one or more Trustees to the Board of Trustees, any suchshareholder may nominate a person or persons (as the case may be) for election to such position asspecified in the Trust’s notice of meeting, if the shareholder’s notice complies with theShareholder Notice requirements of Section 12(a)(2) and is delivered to the secretary at theprincipal executive offices of the Trust not earlier than the 90th day prior to such specialmeeting and not later than the close of business on the later of the 60th day prior to such specialmeeting or the tenth day following the day on which public announcement is first made of the dateof 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 inthis Section 12 shall be eligible to serve as Trustees and only such business shall beconducted and nominations made at a meeting of shareholders as shall have been broughtbefore the meeting in accordance with the procedures set forth in this Section 12. Thepresiding officer of the meeting shall have the power and duty to determine whether anomination or any other business proposed to be brought before the meeting was made inaccordance with the procedures set forth in this Section 12 and, if any proposed nominationor other business is not in compliance with this Section 12, to declare that such defectivenomination or proposal be disregarded.          (2) For purposes of this Section 12, “public announcement” shall mean disclosure in apress release reported by the Dow Jones News Service, Associated Press or comparable newsservice or in a document publicly filed by the Trust with the Securities and ExchangeCommission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.          (3) Sections 12(a) and (b) shall be the exclusive means for a shareholder to makenominations or submit business other than nominations of Trustees before an annual meetingof the shareholders (other than matters properly brought under Rule 14a-8 under the ExchangeAct or any successor provision then in effect and included in the Trust’s notice ofmeeting). Notwithstanding the foregoing provisions of this Section 12, a shareholder shallalso comply with all applicable requirements of state law and of the Exchange Act and therules and regulations thereunder with respect to the matters set forth
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in this Section 12;provided, however, that any references in these Bylaws to the Exchange Act or the rules andregulations promulgated thereunder are not intended to and shall not limit the requirementsapplicable to nominations or other business proposals to be consideredpursuant to Sections 12(a) and (b). Nothing in this Section 12 shall be deemed to affectany right of a shareholder to request inclusion of a proposal in, nor the right of the Trustto omit a proposal from, the Trust’s proxy statement pursuant to Rule 14a-8 (or anysuccessor provision) under the Exchange Act. The requirements of this Section 12 areincluded to provide the Trust notice of a shareholder’s intention to make Trusteenominations or bring business other than nominations of Trustees before an annual meeting ofshareholders, and to provide such notice in a timely manner, and shall in no event beconstrued as imposing upon any shareholder the requirement to seek approval from the Trustas a condition precedent to making any such nomination or bringing any such business beforean annual meeting.          Section 13. VOTING BY BALLOT. Voting on any question or in any election may beviva voce unless the presiding officer shall order or any shareholder shall demand thatvoting be by ballot. If so authorized by the Board of Trustees, voting may be by electronictransmission. A vote by electronic transmission must contain or be accompanied by information(such as a pass code or other similar identifier) from which it can be determined that theshareholder or the shareholder’s duly-appointed proxy authorized the electronic transmission.          Section 14. NO SHAREHOLDER ACTION BY WRITTEN CONSENT. Subject to the rights of theholders of any series of Preferred Shares to elect additional Trustees under specificcircumstances, any action required or permitted to be taken by the shareholders of the Trust mustbe effected at an annual or special meeting of shareholders and may not be effected by any consentin writing by such shareholders.**ARTICLE III****TRUSTEES**          Section 1. GENERAL POWERS; QUALIFICATIONS. The business and affairs of the Trustshall be managed under the direction of its Board of Trustees. A Trustee shall be a natural personat least 19 years of age who is not under legal disability.          Section 2. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Trustees shall beheld immediately after and at the same place as the annual meeting of shareholders, no notice otherthan this Bylaw being necessary. Regular meetings of the Trustees may be called by or at therequest of the chairman of the board, the lead Trustee or the chief executive officer. The Boardof Trustees may provide, by resolution, the time and place, either within or without the State ofAlabama, for the holding of regular meetings of the Trustees without other notice than suchresolution.          Section 3. SPECIAL MEETINGS. Special meetings of the Trustees may be called by or atthe request of the chairman of the board, the lead Trustee, the chief executive officer or by amajority of the Trustees then in office. The person or persons authorized to call special meetingsof the Trustees may fix any place, either within or without the State of Alabama, as the place forholding any special meeting of the Trustees called by them.
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          Section 4. NOTICE. Notice of any special meeting shall be given by telephone or bywritten notice delivered personally, transmitted by facsimile, telegraphed, transmitted viaelectronic mail or mailed or couriered to each Trustee at his business or residence address.Personally delivered, facsimile transmitted, telegraphed, electronically mailed or telephonicnotices shall be given at least one day prior to the meeting. Notice by mail shall be given atleast five days prior tothe meeting. If mailed, such notice shall be deemed to be given when deposited in the UnitedStates mail properly addressed, with postage thereon prepaid. If given by telegram, such noticeshall be deemed to be given when the telegram is delivered to the telegraph company. Telephonenotice shall be deemed given when the Trustee is personally given such notice in a telephone callto which he or she is a party. Electronic mail notice shall be deemed to be given upon transmissionof the message to the electronic mail address given to the Trust by the Trustee.Facsimile-transmission notice shall be deemed given upon completion of the transmission of themessage to the number given to the Trust by the Trustee and receipt of a completed answer-backindicating receipt. Notice by courier shall be deemed to be given when deposited with or deliveredto a courier properly addressed. Neither the business to be transacted at, nor the purpose of, anyannual, regular or special meeting of the Trustees need be stated in the notice, unlessspecifically required by statute or these Bylaws.          Section 5. QUORUM. A whole number of Trustees equal to at least a majority of thewhole Board of Trustees shall constitute a quorum for transaction of business at any meeting of theTrustees; provided, that if less than a quorum are present at said meeting, a majority ofthe Trustees present may adjourn the meeting from time to time without further notice; andprovidedfurther, 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 alsoinclude a majority of such group.          The Trustees present at a meeting which has been duly called and convened may continue totransact business until adjournment, notwithstanding the withdrawal of enough Trustees to leaveless than a quorum.          Section 6. VOTING. The action of the majority of the Trustees present at a meetingat which a quorum is present shall be the action of the Trustees, unless the concurrence of agreater proportion is required for such action by applicable statute, the Declaration of Trust orthese Bylaws.          Section 7. TELEPHONE MEETINGS. Trustees may participate in a meeting by means of aconference telephone or similar communications equipment if all persons participating in themeeting can hear each other at the same time. Participation in a meeting by these means shallconstitute presence in person at the meeting.          Section 8. INFORMAL ACTION BY TRUSTEES. Any action required or permitted to be takenat any meeting of the Trustees may be taken without a meeting, if a consent in writing to suchaction is signed by each Trustee and such written consent is filed with the minutes of proceedingsof the Trustees.          Section 9. VACANCIES. If for any reason any or all the Trustees cease to beTrustees, such event shall not terminate the Trust or affect these Bylaws or the powers of theremaining Trustees hereunder (even if fewer than three Trustees remain). Any vacancy (including avacancy created by an increase in the number of Trustees) shall be filled, at any regular meetingor at any special meeting called for that purpose, by a majority of the Trustees. Any individualso 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 theirservices 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, regularor special meeting of the Trustees or of any committee thereof; but nothing herein contained shallbe
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construed to preclude any Trustees from serving the Trust in any other capacity and receivingcompensation therefor.          Section 11. REMOVAL OF TRUSTEES. The shareholders may, at any time, remove anyTrustee in the manner provided in the Declaration of Trust.          Section 12. LOSS OF DEPOSITS. No Trustee shall be liable for any loss which mayoccur by reason of the failure of the bank, trust company, savings and loan association, or otherinstitution with whom moneys or shares have been deposited.          Section 13. SURETY BONDS. Unless required by law, no Trustee shall be obligated togive 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 withregard to any act or failure to act in reliance in good faith upon the books of account or otherrecords of the Trust, upon an opinion of counsel or upon reports made to the Trust by any of itsofficers or employees or by a committee of the Board, the adviser, accountants, appraisers or otherexperts or consultants selected by the Trustees or officers of the Trust, regardless of whethersuch counsel or expert may also be a Trustee.          Section 15. CERTAIN RIGHTS OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS. The Trusteesshall have no responsibility to devote their full time to the affairs of the Trust. Any Trustee orofficer, 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 inbusiness activities similar to or in addition to those of or relating to the Trust, subject to theadoption of any policies relating to such interests and activities adopted by the Trustees andapplicable law.**ARTICLE IV****COMMITTEES**          Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Trustees may, by resolution orresolutions passed by a majority of the whole Board, appoint from among its members an ExecutiveCommittee, an Audit Committee, a Governance Committee, an Executive Compensation Committee andother committees, composed of one or more Trustees to serve at the pleasure of the Trustees;provided, that the membership of each of the Audit Committee, the Governance Committee andthe Executive Compensation Committee shall consist only of trustees who meet the independence andother requirements applicable to members of such committees under the New York Stock Exchangelisting standards and the rules and regulations promulgated under the federal securities laws, andany other independence and other requirements set forth in the Company’s corporate governanceguidelines and the applicable committee charters.          Section 2. POWERS. The Trustees may delegate to committees appointed under Section 1of 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 otherdistributions, elect Trustees, issue Preferred or Common Shares (as such terms are defined in theDeclaration of Trust) (hereinafter “Shares”) in the Trust other than as provided in the nextsentence, 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
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Board ofTrustees. If the Board of Trustees has given general authorization for the issuance of Shares inthe Trust, a committee of the Board, in accordance with a general formula or method specified bythe Board by resolution or by adoption of an option or other plan, may fix the terms of the Sharessubject 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 theBoard of Trustees.          Section 3. COMMITTEE PROCEDURES. Each Committee may fix rules of procedure for itsbusiness. A majority of the members of a committee shall constitute a quorum for the transactionof business and the action of a majority of those present at a meeting at which a quorum is presentshall be the action of the committee. Subject to the terms of Section 1 hereof, in the absence ofany member of any committee, the members thereof present at any meeting, whether or not theyconstitute a quorum, may appoint another Trustee to act in the place of such absent member. Anyaction required or permitted to be taken at a meeting of a committee may be taken without ameeting, if a unanimous written consent which sets forth the action is signed by each member of thecommittee and filed with the minutes of the proceedings of such committee. The members of acommittee may conduct any meeting thereof by means of a conference telephone or similarcommunications equipment if all persons participating in the meeting can hear each other at thesame time. Participation in a meeting by such means shall constitute presence in person at themeeting.          Section 4. EMERGENCY. In the event of a state of disaster of sufficient severity toprevent the conduct and management of the affairs and business of the Trust by its Trustees andofficers as contemplated by the Declaration of Trust and these Bylaws, any two or more availablemembers of the then incumbent Executive Committee shall constitute a quorum of that Committee forthe full conduct and management of the affairs and business of the Trust in accordance with theprovisions of this Article IV. In the event of the unavailability, at such time, of a minimum oftwo members of the then incumbent Executive Committee, the available Trustees shall elect anExecutive Committee composed of any two members of the Board of Trustees, whether or not they beofficers of the Trust, which two members shall constitute the Executive Committee for the fullconduct and management of the affairs of the Trust in accordance with the foregoing provisions ofthis Section 4. This Section 4 shall be subject to implementation by resolution of the Board ofTrustees passed from time to time for that purpose, and any provisions of the Bylaws (other thanthis Section 4) and any resolutions which are contrary to the provisions of this Section 4 or tothe provisions of any such implementing resolutions shall be suspended until it shall be determinedby any interim Executive Committee acting under this Section 4 that it shall be to the advantage ofthe Trust to resume the conduct and management of its affairs and business under all the otherprovisions of these Bylaws.**ARTICLE V****OFFICERS**          Section 1. GENERAL PROVISIONS. The officers of the Trust may consist of a chairmanof the board, a chief executive officer, a president, a chief operating officer, one or more vicepresidents, a chief financial officer, a secretary, and one or more assistant secretaries, asdetermined by the Trustees. In addition, the Trustees may from time to time appoint such otherofficers with such powers and duties as they shall deem necessary or desirable. The officers ofthe Trust shall be elected annually by the Trustees at the first meeting of the Trustees held aftereach annual meeting of shareholders. If the election of officers shall not be held at suchmeeting, such election shall be held as soon thereafter as may be convenient. Each officer shallhold office until his successor is elected and qualifies or until his death, resignation or removalin the manner hereinafter provided. Any two or more offices except chief executive officer andvice president may
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be held by the same person. In their discretion, the Trustees may leaveunfilled 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 andsuch officer or agent.          Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Trust may be removedby a majority of the members of the whole Board of Trustees, with or without cause, if in theirjudgment the best interests of the Trust would be served thereby, but such removal shall bewithout prejudice to the contract rights, if any, of the person so removed. Any officer of theTrust may resign at any time by giving written notice of his resignation to the Trustees, thechairman of the board (if any), the chief executive officer or the secretary. Any resignationshall take effect at any time subsequent to the time specified therein or, if the time when itshall become effective is not specified therein, immediately upon its receipt. The acceptance of aresignation 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 thebalance of the term.          Section 4. CHAIRMAN OF THE BOARD. The chairman of the board shall preside over themeetings of the Trustees and of the shareholders at which he shall be present. The chairman of theboard shall perform such other duties as may be assigned to him by the Trustees. Except where bylaw the signature of the chief executive officer is required, the chairman of the board shallpossess the same power as the chief executive officer to sign deeds, mortgages, bonds, contracts orother instruments.          Section 5. CHIEF EXECUTIVE OFFICER. The Trustees may designate a chief executiveofficer from among the elected officers. In the absence of such designation, the chairman of theboard shall be the chief executive officer of the Trust. The chief executive officer shall ingeneral supervise the management of the business affairs of the Trust and the implementation of thepolicies 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 expresslydelegated by the Trustees or by these Bylaws to some other officer or agent of the Trust or shallbe required by law to be otherwise executed; and in general shall perform all duties incident tothe office of chief executive officer and such other duties as may be prescribed by the Trusteesfrom time to time.          Section 6. PRESIDENT. The president, subject to the control of the Board of Trusteesand at the direction of and with the chief executive officer, shall in general supervise andcontrol all of the business and affairs of the Trust. He shall, when present and in the absence ofthe chairman of the board and the chief executive officer, preside at all meetings of theshareholders and the Board of Trustees. He may sign, with the secretary or any other properofficer of the Trust authorized by the Board of Trustees, certificates for shares of the Trust anddeeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorizedto be executed, except in cases where the signing and execution thereof shall be expresslydelegated 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 allduties incident to the office of president and such other duties as may be prescribed by the chiefexecutive officer or the Trustees from time to time.          Section 7. CHIEF OPERATING OFFICER. The chief operating officer, under the directionof the chief executive officer, shall have general management authority and responsibility for theday-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 expresslydelegated by the Trustees or by these Bylaws to some other officer or agent of the Trust or shallbe required by law to be otherwise executed; and in general shall perform all duties incident tothe
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office of chief operating officer and such other duties as may be prescribed by the Trusteesfrom time to time.          Section 8. VICE PRESIDENTS. In the absence of the chief executive officer, thepresident, the chief operating officer or in the event of a vacancy in all such offices, the vicepresident (or in the event there be more than one vice president, the vice presidents in the orderdesignated at the time of their election or, in the absence of any designation, then in the orderof their election) shall perform the duties of the chief executive officer or the president andwhen so acting shall haveall the powers of and be subject to all the restrictions upon the chief executive officer and thepresident; and shall perform such other duties as from time to time may be assigned to him by thechief executive officer, by the president, by the chief operating officer or by the Trustees. TheTrustees may designate one or more vice presidents as executive vice president or as vice presidentfor particular areas of responsibility.          Section 9. SECRETARY. The secretary shall: (a) keep the minutes of the proceedingsof the shareholders, the Trustees and committees of the Trustees in one or more books provided forthat purpose; (b) see that all notices are duly given in accordance with the provisions of theseBylaws or as required by law; (c) be custodian of the trust records and of the seal (if any) of theTrust; (d) keep a register of the post office address of each shareholder which shall be furnishedto the secretary by such shareholder; (e) have general charge of the share transfer books of theTrust; and (f) in general perform such other duties as from time to time may be assigned to him bythe 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 thecustody of the funds and securities of the Trust and shall keep full and accurate accounts ofreceipts and disbursements in books belonging to the Trust and shall deposit all moneys and othervaluable effects in the name and to the credit of the Trust in such depositories as may bedesignated by the Trustees. The chief financial officer shall disburse the funds of the Trust asmay be ordered by the Trustees, taking proper vouchers for such disbursements, and shall render tothe chief executive officer and Trustees, at the regular meetings of the Trustees or whenever theymay require it, an account of all his transactions as chief financial officer and of the financialcondition of the Trust.          If required by the Trustees, he shall give the Trust a bond in such sum and with such suretyor sureties as shall be satisfactory to the Trustees for the faithful performance of the duties ofhis office and for the restoration to the Trust, in case of his death, resignation, retirement orremoval from office, all books, papers, vouchers, moneys and other property of whatever kind in hispossession or under his control belonging to the Trust.          Section 11. ASSISTANT SECRETARIES. The assistant secretaries, in general, shallperform such duties as shall be assigned to them by the secretary, or by the chief executiveofficer, the president, or the Trustees.          Section 12. SALARIES. The salaries of the officers shall be fixed from time to timeby the Trustees and no officer shall be prevented from receiving such salary by reason of the factthat he is also a Trustee.**ARTICLE VI****CONTRACTS, LOANS, CHECKS AND DEPOSITS**
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          Section 1. CONTRACTS. The Trustees may authorize any officer or agent to enter intoany contract or to execute and deliver any instrument in the name of and on behalf of the Trust andsuch 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 bedeemed valid and binding upon the Trustees and upon the Trust when so authorized or ratified byaction of the Trustees.          Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment ofmoney, notes or other evidences of indebtedness issued in the name of the Trust shall be signed bysuch officer or officers, agent or agents of the Trust and in such manner as shall from time totime be determined by the Trustees.          Section 3. DEPOSITS. All funds of the Trust not otherwise employed shall bedeposited from time to time to the credit of the Trust in such banks, trust companies or otherdepositories as the Trustees may designate.**ARTICLE VII****SHARES**          Section 1. CERTIFICATES. Each shareholder shall be entitled to a certificate orcertificates which shall represent and certify the number of shares of each class of beneficialinterests held by him in the Trust. Each certificate shall state on its face: (i) the name of theTrust and that it is organized under the laws of Alabama, and (ii) the name of the person to whomsuch certificate is issued. Each certificate shall be signed by the chief executive officer, thepresident or a vice president and countersigned by the secretary or an assistant secretary or thechief financial officer and may be sealed with the seal, if any, of the Trust. The signatures maybe either manual or facsimile. Certificates shall be consecutively numbered; and if the Trustshall, from time to time, issue several classes of shares, each class may have its own numberseries. A certificate is valid and may be issued whether or not an officer who signed it is stillan officer when it is issued. Each certificate representing shares which are restricted as totheir transferability or voting powers, which are preferred or limited as to their dividends or asto their allocable portion of the assets upon liquidation or which are redeemable at the option ofthe Trust, shall have a statement of such restriction, limitation, preference or redemptionprovision, or a summary thereof, plainly stated on the certificate. In lieu of such statement orsummary, the Trust may set forth upon the face or back of the certificate a statement that theTrust will furnish to any shareholder, upon request and without charge, a full statement of suchinformation.          Section 2. TRANSFERS. Certificates shall be treated as negotiable and title theretoand to the shares they represent shall be transferred by delivery thereof to the same extent asthose of an Alabama stock corporation. Upon surrender to the Trust or the transfer agent of theTrust 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 entitledthereto, 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 holderin fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim toor interest in such share on the part of any other person, whether or not it shall have express orother notice thereof, except as otherwise provided by the laws of the State of Alabama.
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          Section 3. LOST CERTIFICATE. The Trustees may direct a new certificate to be issuedin place of any certificate previously issued by the Trust alleged to have been lost, stolen ordestroyed upon the making of an affidavit of that fact by the person claiming the certificate to belost, 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 suchlost, stolen or destroyed certificate or his legal representative to advertise the same in suchmanner as they shall require and/or to give bond, with sufficient surety, to the Trust to indemnifyit 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 tovote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend orthe allotment of any other rights, or in order to make a determination of shareholders forany other proper purpose. Such date, in any case, shall not be prior to the close of business onthe day the record date is fixed and shall be not more than 70 days and, in the case of a meetingof shareholders not less than ten days, before the date on which the meeting or particular actionrequiring 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 shallbe closed for a stated period but not longer than 20 days. If the share transfer books are closedfor the purpose of determining shareholders entitled to notice of or to vote at a meeting ofshareholders, 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 determinationof shareholders, (a) the record date for the determination of shareholders entitled to notice of orto vote at a meeting of shareholders shall be at the close of business on the date on which thenotice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to themeeting, and (b) the record date for the determination of shareholders entitled to receive paymentof a dividend or an allotment of any other rights shall be the close of business on the day onwhich 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 beenmade 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 thestated period of closing has expired.          Section 5. SHARE LEDGER. The Trust shall maintain at its principal office or at theoffice of its counsel, accountants or transfer agent, an original or duplicate share ledgercontaining the name and address of each shareholder and the number of shares of each class held bysuch shareholder.          Section 6. FRACTIONAL SHARES; ISSUANCE OF UNITS. Trustees may issue fractionalshares or provide for the issuance of’ scrip, all on such terms and under such conditions as theymay 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 issuedin 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 insuch unit may be transferred on the books of the Trust only in such unit.**ARTICLE VIII****ACCOUNTING YEAR**
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          The Trustees shall have the power, from time to time, to fix the fiscal year of the Trust by aduly adopted resolution.**ARTICLE IX****DIVIDENDS**          Section 1. DECLARATION. Dividends upon the shares of the Trust may be declared bythe Trustees, subject to the provisions of law and the Declaration of Trust. Dividends may be paidin 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 asideout of any funds of the Trust available for dividends such sum or sums as the Trustees may fromtime to time, in their absolute discretion, think proper as a reserve fund for contingencies, forequalizing dividends, for repairing or maintaining any property of the Trust or for such otherpurpose as the Trustees shall determine to be in the best interest of the Trust, and the Trusteesmay 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 timeadopt, amend, revise or terminate any policy or policies with respect to investments by the Trustas 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 ormore duplicate seals and provide for the custody thereof.          Section 2. AFFIXING SEAL. Whenever the Trust is required to place its seal to adocument, it shall be sufficient to meet the requirements of any law, rule or regulation relatingto a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to executethe 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 apreliminary determination of the ultimate entitlement to indemnification has been made inaccordance with Section 8.55 of Chapter 2B, Title 10, of the Code of Alabama, 1975, as
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amended,shall indemnify (a) any Trustee, officer or shareholder or any former Trustee, officer orshareholder (including among the foregoing, for all purposes of this Article XII and withoutlimitation, any individual who, while a Trustee and at the request of the Trust, serves or hasserved another corporation, partnership, joint venture, trust, employee benefit plan or any otherenterprise as a director, officer, partner or trustee of such corporation, partnership, jointventure, trust, employee benefit plan or other enterprise), who has been successful, on the meritsor otherwise, in the defense of a proceeding to which he was made a party by reason of such status,againstreasonable expenses incurred by him in connection with the proceeding, (b) any Trustee or officeror any former Trustee or officer made a party to a proceeding by reason of such status againstreasonable expenses incurred by him in connection with the proceeding, if: (i) he conducted himselfin good faith, and (ii) he reasonably believed (A) in the case of conduct in his official capacitywith the Trust, that the conduct was in the Trust’s best interests and (B) in all other cases, thatthe conduct was at least not opposed to its best interests, and (iii) in the case of any criminalproceeding, 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 itis established that (1) in connection with a proceeding by or in the right of the Trust, he wasadjudged liable to the Trust, or (2) in connection with any other proceeding charging improperpersonal benefit to him, whether or not involving action in his official capacity, he was adjudgedliable on the basis that personal benefit was improperly received by him, and (c) each shareholderor former shareholder against any claim or liability to which he may become subject by reason ofhis 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, officeror shareholder or former Trustee, officer or shareholder made a party to a proceeding by reason ofhis status as a Trustee, officer or shareholder; provided, that in the case of a Trustee orofficer, (i) the Trust shall have received a written affirmation by the Trustee or officer of hisgood faith belief that he has met the applicable standard of conduct necessary for indemnificationby the Trust as authorized by these Bylaws, (ii) the Trust shall have received a writtenundertaking by or on his behalf to repay the amount paid or reimbursed by the Trust if it shallultimately be determined that the applicable standard of conduct was not met and (iii) adetermination shall have been made, in accordance with Section 8.55 of Chapter 2B, Title 10, of theCode of Alabama, 1975, as amended, that the facts then known to those making the determinationwould not preclude indemnification under the provisions hereof. The Trust may, with the approvalof its Trustees, provide such indemnification and payment or reimbursement of expenses to anyTrustee, officer or shareholder or any former Trustee, officer or shareholder who served apredecessor 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 otherprovision of the Declaration of Trust or these Bylaws inconsistent with this Article XII, shallapply to or affect in any respect the applicability of this paragraph with respect to any act orfailure to act which occurred prior to such amendment, repeal or adoption. Any indemnification orpayment or reimbursement of the expenses permitted by these Bylaws shall be furnished in accordancewith the procedures provided for indemnification and payment or reimbursement of expenses underArticle 8 of Chapter 2B, Title 10, of the Code of Alabama, 1975. The Trust may provide toTrustees, officers and shareholders such other and further indemnification or payment orreimbursement of expenses as may be permitted by Alabama law, as in effect from time to time, fordirectors of Alabama corporations.**ARTICLE XIII****WAIVER OF NOTICE**          Whenever any notice is required to be given pursuant to the Declaration of Trust or theseBylaws or pursuant to applicable law, a waiver thereof in writing, signed by the person or personsentitled to such notice and filed with the minutes or records of the Trust, whether before or
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afterthe time stated therein, shall be deemed equivalent to the giving of such notice. Neither thebusiness to be transacted at nor the purpose of any meeting need be set forth in the waiver ofnotice, unless specifically required by statute. The attendance of any person at any meeting shallconstitute a waiver of notice of such meeting, except where such person attends a meeting for theexpress purpose of objecting to the transaction of any business on the ground that the meeting isnot lawfully called or convened.
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**ARTICLE XIV****AMENDMENT OF BYLAWS**          These Bylaws may be amended or repealed by either the affirmative vote of a majority of allshares outstanding and entitled to vote generally in the election of Trustees, voting as a singlegroup, or by an affirmative vote of a majority of the Board of Trustees, unless the shareholdersprescribe 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, as amended through January 30, 2009.                                                       /s/ John P. Rigrish   Secretary  Index of Amendments to Bylaws          Article IV, Section 1 of the Bylaws of the Trust was amended pursuant to a resolution dulyadopted 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.          Article III, Sections 2, 3 and 4 of the Bylaws of the Trust were amended pursuant to aresolution duly adopted at a meeting of the Board of Trustees on April 25, 2007. Such amendmentsto Article III, Sections 2, 3 and 4 are reflected in the foregoing certified Bylaws.          The Preamble, Article II, Sections 5, 8, 12 and 13, and Article IV, Section 1 of the Bylaws ofthe Trust were amended pursuant to a resolution duly adopted at a meeting of the Board of Trusteeson January 30, 2009. Such amendments to the Preamble, Article II, Sections 5, 8, 12 and 13, andArticle IV, Section 1 are reflected in the foregoing certified Bylaws.                                                       /s/ John P. Rigrish   Secretary      
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