Exhibit 3.1
 COLONIAL PROPERTIES TRUST
DECLARATION OF TRUST




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/s/ Thomas H. LowderThomas H. Lowder




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STATE OF ALABAMA
    
    
    
    
    
    
    )ss: COUNTY OF
    
    
    
    
    
    
    )
   (Notarial Seal)
    
    /s/ Notary PublicNotary Public




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STATE OF ALABAMA
    
    
    )JEFFERSON COUNTY
    
    
    )
 ARTICLES OF AMENDMENT  TO  DECLARATION OF TRUST  OF  COLONIAL PROPERTIES TRUST




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COLONIAL PROPERTIES TRUSTBy:

/s/ Thomas H. LowderThomas H. LowderPresident and Chief Executive
Officer




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ARTICLES SUPPLEMENTARY OF
8 3/4% SERIES A CUMULATIVE REDEEMABLE PREFERRED SHARES
OF BENEFICIAL INTEREST OF
COLONIAL PROPERTIES TRUST




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COLONIAL PROPERTIES TRUSTBy:
    /s/ Howard B. Nelson, Jr.Howard B. Nelson, Jr.Chief Financial Officer




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ARTICLES SUPPLEMENTARY OF
SERIES 1998 JUNIOR PARTICIPATING PREFERRED SHARES
OF BENEFICIAL INTEREST OF
COLONIAL PROPERTIES TRUST




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COLONIAL PROPERTIES TRUSTBy:
    /s/ Howard B. Nelson, Jr.Howard B. Nelson, Jr.Chief Financial Officer




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COLONIAL PROPERTIES TRUST
ARTICLES SUPPLEMENTARY
2,000,000 SHARES
8.875% SERIES B CUMULATIVE REDEEMABLE PERPETUAL
PREFERRED SHARES




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COLONIAL PROPERTIES TRUSTBy:
    /s/ Thomas H. LowderName:  Thomas H. LowderTitle:    PresidentATTEST:By:
    /s/ Howard B. Nelson, Jr.Name:  Howard B. Nelson, Jr.Title:    Secretary




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ARTICLES SUPPLEMENTARY OF
9.25% SERIES C CUMULATIVE REDEEMABLE PREFERRED SHARES
OF BENEFICIAL INTEREST OF
COLONIAL PROPERTIES TRUST




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COLONIAL PROPERTIES TRUSTBy:
    /s/ HOWARD B. NELSON, JR.Howard B. Nelson, Jr.Chief Financial Officer




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ARTICLES SUPPLEMENTARY OF
8 1 / 8 % SERIES D CUMULATIVE REDEEMABLE PREFERRED SHARES
OF BENEFICIAL INTEREST OF
COLONIAL PROPERTIES TRUST
    Number of Shares and Designation 1 8
 Definitions




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provided however
   Dividends
 1 th
  2




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3




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Liquidation Rights
   Conversion
 Redemption at the Option of the Company
   4




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provided however
   5




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Shares to be Retired
 Ranking
     Voting
  6




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Record Holders
 Sinking Fund
 Restrictions on Ownership and Transfer
 7




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COLONIAL PROPERTIES TRUSTBy:
    /s/  HOWARD B. NELSON, JR.Howard B. Nelson, Jr.Chief Financial Officer and Secretary




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COLONIAL PROPERTIES TRUSTSTATEMENT OF CANCELLATIONDated September 24, 2003
 Statement of
Cancellation
 Company Series
A Preferred Shares
  Board of
Trustees
     Common Shares of Beneficial Interest
    
    
    31,505,8029.25 % Series C Cumulative
    
    
    2,000,000Redeemable Preferred Shares of
Beneficial Interest8 1/8 % Series D Cumulative
    
    
    500,000Redeemable Preferred Shares of
Beneficial Interest




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COLONIAL PROPERTIES TRUST/s/ Howard B. Nelson, Jr.By:
    Howard B. Nelson, Jr.Title:   Chief Financial Officer    th
 /s/ Kimberly A. KeuterNotary Public [NOTARIAL SEAL]

    My commission expires: 9-10-2007
 2




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COLONIAL PROPERTIES TRUST
 ARTICLES SUPPLEMENTARY
 2,000,000 SHARES
 7.25% SERIES B CUMULATIVE REDEEMABLE PERPETUAL
PREFERRED SHARES








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COLONIAL PROPERTIES TRUSTBy: /s/ Thomas H. LowderName: Thomas H. LowderTitle: President
 ATTEST:/s/ John P. RigrishName: John P. RigrishTitle: Assistant Secretary




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ARTICLES OF AMENDMENT
TO
DECLARATION OF TRUST
OF
COLONIAL PROPERTIES TRUST
  1.
    
    The name of the real estate investment trust is Colonial
Properties Trust.2.
    
    The Declaration of Trust is hereby amended by deleting Section
2.2 of Article II thereof in its entirety and inserting in
lieu thereof the following new Section 2.2:
  3.
    
    The Board of Trustees of the Company duly adopted a resolution
setting forth the foregoing amendment and declared it
advisable at a duly called meeting held on January 24, 2004.4.
    
    There were 26,740,590 of the Companys common shares of
beneficial interest, par value $.01 per share (Common
Shares), outstanding as of February 17, 2004, the record date
for the annual meeting held on April 21, 2004 at which the
foregoing amendment was considered (the Annual Meeting).
Common Shares represented the only class of securities
entitled to vote at the Annual Meeting, and each share thereof
entitled its holder to one vote. Of the 26,740,590 votes
entitled to be cast on the foregoing amendment, 21,687,380
were indisputably represented at the Annual Meeting. The total
number of undisputed votes cast FOR the foregoing amendment at
the Annual Meeting was 21,426,296, which number was sufficient
for approval of the foregoing amendment by the holders of
Common Shares.5.
    
    The foregoing amendment was duly adopted in accordance with
the applicable provisions of Section 10-13-14 of the Code of
Alabama, 1975 and of Sections 234 and 237 of the Constitution
of the State of Alabama.
   COLONIAL PROPERTIES TRUSTBy:
    /s/ Thomas H. LowderThomas H. LowderPresident and Chief Executive Officer




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COLONIAL PROPERTIES TRUST
 ARTICLES SUPPLEMENTARY
 RECLASSIFYING
 2,000,000 SHARES
 8.875% SERIES B CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES
 AND
 300,000 SHARES
 9.25% SERIES C CUMULATIVE REDEEMABLE PREFERRED SHARES




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Common Shares of Beneficial Interest
    
    
    32,556,4469.25% Series C Cumulative Redeemable
    
    
    2,000,000Preferred Shares of Beneficial Interest8 1/8% Series D Cumulative Redeemable
    
    
    500,000Preferred Shares of Beneficial Interest








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COLONIAL PROPERTIES TRUSTBy:
    /s/ John P. RigrishJohn P. RigrishExecutive Vice President and
Chief Administrative Officer




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ARTICLES SUPPLEMENTARY OF
7.62% SERIES E CUMULATIVE REDEEMABLE PREFERRED SHARES
OF BENEFICIAL INTEREST OF
COLONIAL PROPERTIES TRUST Pursuant to Section 10-13-7 of the
Code of Alabama 1975 Colonial Properties Trust, an Alabama real estate investment trust (the Company), hereby
certifies that on October 25, 2004, pursuant to authority conferred by Sections 3.2(e) and 6.3 of
the Charter (as defined below) and in accordance with Section 10-13-7 of the Code of Alabama 1975, a committee of
the Board of Trustees, pursuant to authority expressly delegated by the Board of Trustees on October 21, 2004, duly classified unissued Preferred Shares (as defined below) of the Company,
and the description of such Preferred Shares (as defined below), including the number, designation,
preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption thereof, as set by the committee of the Board of Trustees,
are as follows: Section 1. Number of Shares and Designation. This series of Preferred Shares shall be
designated as 7.62% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, par
value $.01 per share (the Series E Preferred Shares). The number of Preferred Shares
constituting the Series E Preferred Shares is 70,000. Section 2. Definitions. The following terms shall have the following meanings herein: (a) Articles shall mean
these Articles Supplementary of 7.62% Series E Cumulative Redeemable Preferred Shares of
Beneficial Interest of Colonial Properties Trust. (b) Board of Trustees shall mean the Board of Trustees of the Company or any committee
authorized by the Board of Trustees to perform any of its responsibilities with respect to the
Series E Preferred Shares. (c) Business Day shall mean any day other than a Saturday, Sunday or day on which state or
federally chartered banking institutions in New York City, New York are not required to be open. (d) Call Date shall have the meaning set forth in Section 6(b). (e) Capital Gains Amount shall have the meaning set forth in Section 3(d). (f) Charter means the Declaration of Trust of the Company, as amended to the date hereof and
as the same may be amended hereafter from time to time.




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(g) Code shall mean the Internal Revenue Code of 1986, as amended, or any successor statute
thereto. (h) Common Shares shall mean the Companys common shares of beneficial interest, par value
$.01 per share. (i) Dividend Payment Date shall mean the last day (or, if such day is not a Business Day,
the succeeding Business Day) of each March, June, September and December, commencing on ___,
2005. (j) Dividend Periods shall mean quarterly dividend periods commencing on, and including,
January 1, April 1, July 1 and October 1 of each year and ending on and including the next
succeeding Dividend Payment Date (other than the initial Dividend Period, which shall commence on
the Initial Dividend Accrual Date, and other than the Dividend Period during which any Series E
Preferred Shares shall be redeemed pursuant to Section 6, which shall end on and include the Call
Date with respect to the Series E Preferred Shares being redeemed). (k) Fully Junior Shares shall mean the Common Shares, the Series 1998 Junior Participating
Preferred Shares and any other class or series of shares of beneficial interest of the Company now
or hereafter issued and outstanding over which the Series E Preferred Shares have preference or
priority in both (i) the payment of dividends and (ii) the distribution of assets on any
liquidation, dissolution or winding up of the Company. (l) Initial Dividend Accrual Date shall
mean February 4, 2005. (m) Issue Date shall mean the first date on which the pertinent Series E Preferred Shares
are issued. (n) Junior Shares shall mean the Common Shares, the Series 1998 Junior Participating
Preferred Shares and any other class or series of shares of beneficial interest of the Company now
or hereafter issued and outstanding over which the Series E Preferred Shares have preference or
priority in the payment of dividends or in the distribution of assets on any liquidation,
dissolution or winding up of the Company. (o) Market Price, with
respect to a Common Share as of any date of determination, shall mean the average of the
closing prices of the Common Shares for the 10 consecutive Trading Days ending on date of
determination on the New York Stock Exchange (or such other national securities exchange
or automated quotation system on which the Common Shares are then listed or authorized
for quotation or, if the Common Shares are not so listed or authorized for quotation, an
amount determined in good faith by the Board of Trustees to be the fair value of the Common Shares). (p) Parity Shares shall have the meaning set forth in Section 9(b). (q) Person means an individual, a corporation, an association, a partnership, a limited
liability company, a joint venture, a joint stock company, a trust, an unincorporated organization
or any other entity or organization, a government or political subdivision or an agency or
instrumentality thereof. - 2 -




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(r) Preferred Shares shall mean the Companys preferred shares of beneficial interest, par
value $.01 per share. (s) Series E Preferred Shares shall have the meaning set forth in Section 1. (t) set apart for payment shall be deemed to include, without any action other than the
following, the recording by the Company in its accounting ledgers of any accounting or bookkeeping
entry which indicates, pursuant to a declaration of dividends or other distribution by the Board of
Trustees, the allocation of funds to be so paid on any series or class of shares of beneficial
interest of the Company; provided, however, that if any funds for any class or
series of Junior Shares or Fully Junior Shares or any class or series of shares of beneficial
interest ranking on a parity with the Series E Preferred Shares as to the payment of dividends are
placed in a separate account of the Company or delivered to a disbursing, paying or other similar
agent, then set apart for payment with respect to the Series E Preferred Shares shall mean
placing such funds in such separate account or delivering such funds to a disbursing, paying or
other similar agent. (u) Subsidiary shall mean, with respect to any Person, (a) any corporation, association or
other business entity of which more than fifty percent (50%) of the total voting power of shares of
capital stock or other equity interests entitled (without regard to the occurrence of any
contingency) to vote generally in the election of directors, managers or trustees thereof is at the
time owned or controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof) and (b) any partnership, (i) the sole
general partner or the managing general partner of which is such Person or a Subsidiary of such
Person or (ii) the only general partners of which are such Person or one or more Subsidiaries of
such Person (or any combination thereof). (v) Total Dividends shall have the meaning set forth in Section 3(d). (w) Trading Day means a day during which trading in securities generally
occurs on the New York Stock Exchange or, if the applicable security is not listed on the New
York Stock Exchange, on the principal other national or regional securities exchange on which
the applicable security is then listed or, if the applicable security is not listed on a national
 or regional securities exchange, on Nasdaq or, if the applicable security is not quoted on
Nasdaq, on the principal other market on which the applicable security is then traded. (x) Transfer Agent means EquiServe Trust Company, N.A., or such other agent or agents of the
Company as may be designated by the Board of Trustees or their designee as the transfer agent,
registrar and dividend disbursing agent for the Series E Preferred Shares. Section 3. Dividends. (a) The holders of Series E Preferred Shares shall be entitled to receive, when, as and if
declared by the Board of Trustees out of funds legally available for that purpose, cumulative
preferential dividends payable on each Dividend Payment Date in cash in an amount equal to the sum
of (i) $47.625 per share plus(ii) if the sum of all dividends paid on one Common Share during the - 3 -




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preceding Dividend Period (i.e., the Dividend Period ending on the immediately preceding
Dividend Payment Date) (such sum, the Prior Period Dividends) exceeds the Common Dividend
Threshold Amount (as defined below), an amount equal to the product of (x)50% times (y)the excess
of the Prior Period Dividends over the Common Dividend Threshold Amount times (z)the Equalization
Factor (as defined below). Such dividends shall begin to accrue and shall be fully cumulative from
and including the Initial Dividend Accrual Date, whether or not in any Dividend Period or Periods
there shall be funds of the Company legally available for the payment of such dividends, and shall
be payable quarterly, when, as and if declared by the Board of Trustees, in arrears on Dividend
Payment Dates, commencing on the first Dividend Payment Date after the Issue Date. Such dividends
shall be payable in arrears to the holders of record of Series E Preferred Shares, as they appear
on the share records of the Company at the close of business on the record date, which shall be the
15th day of the calendar month in which the applicable Dividend Payment Date falls or
such other date designated by the Board of Trustees that is not more than 30 nor less than 10 days
preceding the relevant Dividend Payment Date. Accrued and unpaid dividends for any past Dividend
Periods may be declared and paid on any date and for such interim periods, without reference to any
regular Dividend Payment Date, to holders of record on such date, not more than 30 nor less than 10
days preceding the payment date thereof, as may be fixed by the Board of Trustees. Any dividend
payment made on the Series E Preferred Shares shall first be credited against the earliest accrued
but unpaid dividend due with respect to the Series E Preferred Shares which remains payable. (b) The amount of dividends payable for the initial Dividend Period and for any Dividend
Period shorter than a full Dividend Period for the Series E Preferred Shares shall be computed on
the basis of a 360-day year consisting of twelve 30-day months. Holders of Series E Preferred
Shares shall not be entitled to any dividends, whether payable in cash, property or shares of
stock, in excess of cumulative dividends, as herein provided, on the Series E Preferred Shares. No
interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment
or payments on the Series E Preferred Shares that may be in arrears. (c) If the Company, or any of its Subsidiaries, shall, after the Issue Date make
a tender or exchange offer for all or any portion of the Companys Common Shares that involves an aggregate consideration per share in excess of the Market Price per Common Share as of the
date immediately preceding the date notice is first given to the public or the holders of
Common Shares of such tender or exchange offer (the Tender Notice Date), then the amount
of the Prior Period Dividends for the Dividend Period ending on or after the expiration date
of such tender or exchange offer, shall include an amount equal to the fair market value
(to be determined in good faith by the Board of Directors to be the fair market value)
of the consideration received in such tender or exchange for each share so tendered less
the Market Price per Common Share on the date immediately preceding the Tender Notice Date. (d) Dividends on Series E Preferred Shares will accrue whether or not the Company has
earnings, whether or not there are funds legally available for the payment of such dividends and
whether or not such dividends are declared. (e) If, for any taxable year, the Company elects to designate as capital gain dividends (as
defined in Section 857 of the Code), any portion (the Capital Gains Amount) of the total
dividends paid or made available for the year to holders of all classes of capital stock (the
Total Dividends), then the portion of the Capital Gains Amount that shall be allocable to holders
of Series E Preferred Shares shall be in the same portion that the Total Dividends paid or made
available - 4 -




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to the holders of Series E Preferred Shares for the year bears to the Total Dividends. (f) So long as any Series E Preferred Shares are outstanding, no dividends, except as
described in the immediately following sentence, shall be declared or paid or set apart for payment
on any class or series of Parity Shares for any period unless full cumulative dividends have been
or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof
set apart for such payment on the Series E Preferred Shares for all Dividend Periods terminating on
or prior to the dividend payment date for such class or series of Parity Shares. When dividends
are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all
dividends declared upon Series E Preferred Shares and all dividends declared upon any other class
or series of Parity Shares shall be declared ratably in proportion to the respective amounts of
dividends accumulated and unpaid on the Series E Preferred Shares and accumulated and unpaid on
such Parity Shares. (g) So long as any Series E Preferred Shares are outstanding, no dividends (other than
dividends or distributions paid solely in, or options, warrants or rights to subscribe for or
purchase, Fully Junior Shares) shall be declared or paid or set apart for payment or other
distribution declared or made upon Junior Shares or Fully Junior Shares, nor shall any Junior
Shares or Fully Junior Shares be redeemed, purchased or otherwise acquired (other than a
redemption, purchase or other acquisition of Common Shares made for purposes of any employee
incentive or benefit plan of the Company or any subsidiary) for any consideration (or any moneys be
paid to or made available for a sinking fund for the redemption of any such shares) by the Company,
directly or indirectly (except by conversion into or exchange for Fully Junior Shares), unless in
each case (i) the full cumulative dividends on all outstanding Series E Preferred Shares and any
Parity Shares shall have been or contemporaneously are declared and paid or declared and set apart
for payment for all past Dividend Periods with respect to the Series E Preferred Shares and all
past dividend periods with respect to such Parity Shares and (ii) sufficient funds shall have been
or contemporaneously are declared and paid or declared and set apart for the payment of the
dividend for the current Dividend Period with respect to the Series E Preferred Shares and the
current dividend period with respect to such Parity Shares. (h) No dividends on Series E Preferred Shares shall be declared by the Board of Trustees or
paid or set apart for payment by the Company at such time as the terms and provisions of any
agreement of the Company, including any agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or provides that such declaration, payment or
setting apart for payment would constitute a breach thereof or a default thereunder, or if such
declaration or payment shall be restricted or prohibited by law. - 5 -




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(i) For purposes of this Section 3, the following terms shall have the meanings set forth
below: (i) Common Dividend Threshold Amount shall initially mean $0.790; provided that if
the Company shall, after the Issue Date, (A) pay a distribution or make a distribution on
its Common Shares in Common Shares, (B) subdivide its outstanding Common Shares into a
greater number of Common Shares, (C) combine its outstanding Common Shares into a smaller
number of Common Shares or (D) issue any Common Shares by reclassification of its Common
Shares, the Common Dividend Threshold Amount in effect (x) , in the case of any such
distribution, at the opening of business on the day following the date fixed for the
determination of holders entitled to receive such distribution or (y), in the case of any
such subdivision, combination, or recapitalization, at the opening of business on the
Business Day next following the day on which such subdivision, combination or
reclassification becomes effective, shall be adjusted by multiplying (1)the Common Dividend
Threshold Amount in effect immediately prior to such record date in the case of a
distribution or such effective date in the case of a subdivision, combination or
reclassification by(2) the Adjustment Factor. So long as any Series E Preferred Shares are
outstanding, the Company shall not pay a distribution or make a distribution on its Common
Shares in any Junior Shares, Fully Junior Shares, Parity Shares or any other securities,
other than Common Shares. The Company shall be entitled, to the extent permitted by law, to
make such reductions in the Common Dividend Threshold Amount, in addition to those set forth
above, as it in its discretion shall determine to be advisable in order that any share
distributions, subdivision of shares, reclassification or combination of shares hereafter
made by the Company to its holders shall not be taxable. All calculations of the Common
Dividend Threshold Amount shall be made to the nearest $0.001 (with $.0005 being rounded
upward). (ii) Equalization Factor shall initially mean 60.2991; provided that if the Company
shall, after the Issue Date, (A) pay a distribution or make a distribution on its Common
Shares in Common Shares, (B) subdivide its outstanding Common Shares into a greater number
of Common Shares, (C) combine its outstanding Common Shares into a smaller number of Common
Shares or (D) issue any Common Shares by reclassification of its Common Shares, the
Equalization Factor in effect (x) , in the case of any such distribution, at the
opening of business on the day following the date fixed for the determination of holders
entitled to receive such distribution or (y), in the case of any such subdivision,
combination, or recapitalization, at the opening of business on the Business Day next
following the day on which such subdivision, combination or reclassification becomes
effective, shall be adjusted by dividing (1)the Equalization Factor in - 6 -




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effect immediately prior to such record date in the case of a distribution or such
effective date in the case of a subdivision, combination or reclassification by(2) the
Adjustment Factor. All calculations of the Equalization Factor shall be made to the nearest .0001 (with 0.00005 being rounded upward). (iii) Adjustment Factorshall mean the quotient obtained by dividing (A) the number
of Common Shares outstanding immediately prior to (x) the record date, in the case of a
distribution of Common Shares for which an adjustment is to be made hereunder, or (y) the
effective date, in the case of a subdivision, combination or reclassification for which an
adjustment is to be made hereunder, by (B) (x) in the case of any such distribution, the sum
of the number of Common Shares outstanding immediately prior to the record date for such
distribution plus the number of Common Shares distributed in such distribution or (y) in the
case of any such subdivision, combination or reclassification, the number of Common Shares
outstanding at the opening of business on the Business Day next following the day on which
such subdivision, combination or reclassification becomes effective. Section 4. Liquidation Rights. (a) In the event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, before any payment or distribution of the assets of the Company (whether
capital or surplus) shall be made to or set apart for the holders of Junior Shares, the holders of
the Series E Preferred Shares shall be entitled to receive Two Thousand Five Hundred Dollars
($2,500.00) per Series E Preferred Share plus an amount equal to all dividends (whether or not
earned or declared) accrued and unpaid thereon to the date of such liquidation, dissolution or
winding up, but such holders shall not be entitled to any further payment. If, upon any
liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds
thereof, distributable among the holders of the Series E Preferred Shares shall be insufficient to
pay in full the preferential amount aforesaid and liquidating payments on any other shares of any
class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed
among the holders of the Series E Preferred Shares and any such Parity Shares ratably in accordance
with the respective amounts that would be payable on such Series E Preferred Shares and any such
Parity Shares if all amounts payable thereon were paid in full. For the purposes of this Section
4, (i) a consolidation or merger of the Company with one or more corporations, real estate
investment trusts, or other entities and (ii) a sale, lease or transfer of all or substantially all
of the Companys assets shall not be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary, of the Company. - 7 -




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(b) Subject to the rights of the holders of any series or class or classes of shares of
beneficial interest ranking on a parity with or prior to the Series
E Preferred Shares upon liquidation, dissolution or winding up, upon any liquidation,
dissolution or winding up of the Company, after payment shall have been made in full to the holders
of the Series E Preferred Shares, as provided in this Section 4, any other series or class or
classes of Junior Shares or Fully Junior Shares shall, subject to the respective terms and
provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be
paid or distributed, and the holders of the Series E Preferred Shares shall not be entitled to
share therein. Section 5. Conversion. The Series E Preferred Shares are not convertible into or
exchangeable for any other property or securities of the Company. Section 6. Redemption at the Option of the Company. (a) The Company, at its option, may redeem the Series E Preferred Shares, in whole or in part,
at any time or from time to time, for cash at a redemption price of Two Thousand Five Hundred
Dollars ($2,500.00) per Series E Preferred Share, plus the amounts indicated in Section 6(b). If
the Company, at any time, chooses to redeem the Series E Preferred Shares, in part and not in
whole, the Company may not redeem in the aggregate more than 60,000 of the Series E Preferred Shares without
redeeming all of the Series E Preferred Shares that are then outstanding. (b) Upon any redemption of the Series E Preferred Shares pursuant to this Section 6, the
Company shall pay all accrued and unpaid dividends, if any, thereon ending on or prior to the date
of such redemption (the Call Date), without interest. If the Call Date falls after a dividend
payment record date and prior to the corresponding Dividend Payment Date, then each holder of
Series E Preferred Shares at the close of business on such dividend payment record date shall be
entitled to the dividend payable on such shares on the corresponding Dividend Payment Date
notwithstanding the redemption of such shares before such Dividend Payment Date. Except as
provided above, the Company shall make no payment or allowance for unpaid dividends, whether or not
in arrears, on Series E Preferred Shares called for redemption. (c) If full cumulative dividends on the Series E Preferred Shares and any class or series of
Parity Shares of the Company have not been declared and paid or declared and set apart for payment,
the Series E Preferred Shares or Parity Shares may not be redeemed under this Section 6 in part and
the Company may not purchase or otherwise acquire any Series E Preferred Shares or any Parity
Shares, otherwise than pursuant to a purchase or exchange offer made on the same terms to all
holders of Series E Preferred Shares or Parity Shares, as the case may be; - 8 -




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##### 



provided,
however, that the foregoing shall not prevent the redemption, purchase or acquisition of
Series E Preferred Shares by the Company in accordance with the
terms of Article VI of the Charter or otherwise in order to ensure that the Company remains
qualified as a real estate investment trust (REIT) for United States federal income tax purposes. (d) Notice of the redemption of any Series E Preferred Shares under this Section 6 shall be
given by the Company by first-class mail, postage prepaid, by the registrar to each holder of
record of Series E Preferred Shares to be redeemed at the address of each such holder as shown on
the share transfer books of the Company, not less than 30 nor more than 60 days prior to the Call
Date, or by publication in a newspaper of general circulation in the City of New York, such
publication to be made once a week for two successive weeks commencing not less than 30 nor more
than 60 days prior to the Call Date. No failure to give any notice required by this Section 6(d),
nor any defect therein or in the mailing thereof, to any particular holder, shall affect the
sufficiency of the notice or the validity of the proceedings for redemption with respect to the
other holders. Any notice which was mailed in the manner herein provided shall be conclusively
presumed to have been duly given on the date mailed whether or not the holder receives the notice.
Each notice shall state: (i) the Call Date, (ii) the number of Series E Preferred Shares to be
redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of
such shares to be redeemed from such holder, (iii) the redemption price per share, (iv) the place
or places at which certificates for such shares are to be surrendered for payment of the redemption
price, and (v) that dividends on the shares to be redeemed shall cease to accrue on such Call Date.
Notice having been given as aforesaid, from and after the Call Date, (1) dividends on the Series E
Preferred Shares so called for redemption shall cease to accrue, (2) such Series E Preferred Shares
shall no longer be deemed to be outstanding, and (3) all rights of the holders thereof as holders
of Series E Preferred Shares of the Company (except the right to receive the cash redemption price
payable upon such redemption, without interest thereon, upon surrender and endorsement of their
certificates if so required and to receive any dividends payable thereon) shall cease and terminate
and such shares shall not thereafter be transferred (except with the consent of the Company) on the
Companys books. (e) On or before the Call Date, the Company may elect to deposit with a bank or trust company
(which may be an affiliate of the Company) or an affiliate of a bank or trust company, the amount
of cash necessary for such redemption, in trust, with irrevocable instructions that such cash be
applied to the redemption of the Series E Preferred Shares so called for redemption. No interest
shall accrue for the benefit of the holders of Series E Preferred Shares to be redeemed on any cash
so set aside by the Company. If the Company elects to so deposit the cash necessary for the
redemption of the called Series E Preferred Shares, any notice to the holders of Series E Preferred
Shares called for redemption - 9 -




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##### 



required by this Section 6(e) shall (x) specify the office of such
bank or trust company as the place of payment of the redemption price and (y) call upon such
holders to surrender the share certificates representing such shares at such place on
or about the date fixed in such notice (which shall not be later than the Call Date) against
payment of the redemption price (including all accrued and unpaid dividends up to the Call Date).
Subject to applicable escheat laws, any cash so deposited which remains unclaimed at the end of two
years from the Call Date shall revert to the general funds of the Company, after which reversion,
again subject to applicable escheat laws, the holders of such shares so called for redemption shall
look only to the general funds of the Company for the payment of such cash. As promptly as practicable after the surrender in accordance with said notice of the
certificates for any such shares so redeemed (properly endorsed or assigned for transfer, if the
Company shall so require and if the notice shall so state), such shares shall be exchanged for any
cash (without interest thereon) for which such shares have been redeemed. If fewer than all the
outstanding Series E Preferred Shares are to be redeemed, the shares to be redeemed shall be
determined pro rata (as nearly as practicable without creating fractional shares) or by lot or in
such other equitable manner as prescribed by the Companys Board of Trustees in its sole discretion
to be equitable. If fewer than all the Series E Preferred Shares represented by any certificate
are redeemed, then new certificates representing the unredeemed shares shall be issued without cost
to the holder thereof. Section 7. Mandatory Redemption Upon Change of Control. (a) If a Change of Control (as defined below) shall occur at any time after the Issue Date,
the Company shall be required to redeem all of the outstanding Series E Preferred Shares on the
date (the Change of Control Redemption Date) that is 30 calendar days after the date that the
Company has mailed written notice of such Change of Control to holders of the Series E Preferred
Shares as set forth in Section 7(c), subject to the conditions set forth in Section 7(e) and
otherwise in accordance with the provisions of this Section 7. If such 30th calendar day is not a
Business Day, the Change of Control Redemption Date will be the next succeeding Business Day. The
Company shall redeem the Series E Preferred Shares in exchange for payment, in cash, of $2,500 per
share plus the amounts specified in Section 7(b). As used herein, a Change of Control shall be deemed to have occurred upon the occurrence of
any of the following events after the Issue Date:  (i)
    any person or group (within the meaning of Section 13(d) of the
Exchange Act) other than the Company, its Subsidiaries or any
employee benefit plan of the Company or any of its Subsidiaries files a Schedule TO, Schedule 13D or any
schedule, form or report under the - 10 -




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##### 



Exchange Act disclosing that such person or group
has become the direct or indirect ultimate beneficial
owner (as defined in Rule 13d-3
under the Exchange Act) of shares of Common Shares representing more than
50% of the voting power of the Common Shares entitled to vote generally in the
election of trustees or directors; or(ii)
    consummation of any share exchange, consolidation or merger of the Company
pursuant to which the Common Shares will be converted into cash, securities or other
property or any sale, lease or transfer in one transaction or a series of transactions
of all or substantially all of the consolidated assets of the Company and its
Subsidiaries, taken as a whole, to any Person other than the Company or one or more of
its Subsidiaries; provided, however, that a transaction where the
Company is the surviving entity and the holders of the Common
Shares immediately prior to such transaction have, directly or indirectly, more than
50% of the aggregate voting power of the voting stock of the Company entitled to vote generally in the election of trustees
immediately after such event shall not be a Change of Control, or(iii)
    the Company or a wholly owned Subsidiary of the Company shall cease to be the sole
general partner of Colonial Realty Limited Partnership. (b) Upon any redemption of the Series E Preferred Shares pursuant to this Section 7, the
Company shall pay all accrued and unpaid dividends, if any, thereon ending on or prior to the
Change of Control Redemption Date, without interest. If the Change of Control Redemption Date
falls after a dividend payment record date and prior to the corresponding Dividend Payment Date,
then each holder of Series E Preferred Shares at the close of business on such dividend payment
record date shall be entitled to the dividend payable on such shares on the corresponding Dividend
Payment Date notwithstanding the redemption of such shares before such Dividend Payment Date.
Except as provided above, the Company shall make no payment or allowance for unpaid dividends,
whether or not in arrears, on Series E Preferred Shares called for redemption. (c) Notice of the occurrence of a Change of Control and redemption of the Series E Preferred
Shares under this Section 7 shall be given by the Company by first-class mail, postage prepaid, by
the registrar to each holder of record of Series E Preferred Shares at the address of each such
holder as shown on the share transfer books of the Company, within 15 days after the occurrence of
the Change of Control. No failure to give any notice required by this Section 7(c), nor any
defect therein or in the mailing thereof, to any particular holder, shall affect the sufficiency of
the notice or the validity of the proceedings for redemption with respect to the other holders.
Any notice which was mailed in the manner herein provided shall be conclusively presumed to have
been duly given on the date mailed whether or not the holder receives the notice. Each notice
shall state: (i) the Change of Control Redemption Date, (ii) the - 11 -




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##### 



redemption price per share, (iii)
the place or places at which certificates for such shares are to be surrendered for payment of the
redemption price, and (iv) that dividends on the shares to be redeemed shall cease to accrue on the
Change of
Control Redemption Date. Notice having been given as aforesaid, from and after the Change of
Control Redemption Date, (x) dividends on the Series E Preferred Shares shall cease to accrue, (y)
the Series E Preferred Shares shall no longer be deemed to be outstanding, and (z) all rights of
the holders thereof as holders of Series E Preferred Shares of the Company (except the right to
receive the cash redemption price payable upon such redemption, without interest thereon, upon
surrender and endorsement of their certificates if so required and to receive any dividends payable
thereon) shall cease and terminate and such shares shall not thereafter be transferred (except with
the consent of the Company) on the Companys books. (d) On or before the Change of Control Redemption Date, the Company may elect to deposit with
a bank or trust company (which may be an affiliate of the Company) or an affiliate of a bank or
trust company, the amount of cash necessary for such redemption, in trust, with irrevocable
instructions that such cash be applied to the redemption of the Series E Preferred Shares so called
for redemption. No interest shall accrue for the benefit of the holders of Series E Preferred
Shares to be redeemed on any cash so set aside by the Company. If the Company elects to so deposit
the cash necessary for the redemption of the called Series E Preferred Shares, any notice to the
holders of Series E Preferred Shares called for redemption required by this Section 7(d) shall (x)
specify the office of such bank or trust company as the place of payment of the redemption price
and (y) call upon such holders to surrender the share certificates representing such shares at such
place on or about the date fixed in such notice (which shall not be later than the Change of
Control Redemption Date) against payment of the redemption price (including all accrued and unpaid
dividends up to the Change of Control Redemption Date). Subject to applicable escheat laws, any
cash so deposited which remains unclaimed at the end of two years from the Change of Control
Redemption Date shall revert to the general funds of the Company, after which reversion, again
subject to applicable escheat laws, the holders of such shares so called for redemption shall look
only to the general funds of the Company for the payment of such cash. As promptly as practicable
after the surrender in accordance with such notice of the certificates for any Series E Preferred
Shares (properly endorsed or assigned for transfer, if the Company shall so require and if the
notice shall so state), such shares shall be exchanged for cash (without interest thereon) in the
amount of the redemption price for the applicable shares represented by each such
certificate; provided that, if the Company shall default in the payment of the
 mandatory redemption amount to the holders of the Series E Preferred Shares
as set forth in this Section 7, the Series E Preferred Shares shall be deemed
to remain outstanding and the holders of the Series E Preferred Shares shall have
all the rights provided in these Articles until such time as such default shall no
longer be outstanding. (e) The obligation of the Company to redeem the Series E Preferred Shares shall be subject to
the rights of any class or series of Parity Shares or Senior Shares and compliance with the
provisions of any material debt agreement to which the Company - 12 -




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##### 



or any Subsidiary of the Company is a party that
would prohibit such redemption or under which such redemption would constitute an event of default.
In the event that the Company shall be prohibited from redeeming the Series E Preferred Shares for
any of the reasons set forth in the previous sentence,
(i) no dividends (other than dividends or distributions paid solely in, or options,
warrants or rights to subscribe for or purchase, Fully Junior Shares) shall be declared
or paid or set apart for payment or other distribution declared or made upon Junior
Shares or Fully Junior Shares, nor shall any Junior Shares or Fully Junior Shares be
redeemed, purchased or otherwise acquired (other than a redemption, purchase or other
acquisition of Common Shares made for purposes of any employee incentive or benefit
plan of the Company or any subsidiary) for any consideration (or any moneys be paid
to or made available for a sinking fund for the redemption of any such shares) by the
Company, directly or indirectly (except by conversion into or exchange for Fully Junior
Shares), in each case until the Company shall have paid the mandatory redemption price
for the Series E Preferred Shares in full; and (ii) the Company shall be
obligated to redeem the Series E Preferred Shares on the date not later than 45 days following
the date on which it is first able to redeem the Series E Preferred Shares by delivering a notice
of such redemption in accordance with Section 7(c) within 15 days following such date, in which
event the Change of Control Redemption Date shall be the date 30 days after the date of such notice
or, if such 30th calendar day is not a Business Day, the Change of Control Redemption Date will be
the next succeeding Business Day. (f) The Companys obligation to redeem the Series E Preferred Shares under this Section 7
shall be satisfied if a third party purchases all Series E Preferred Shares presented for
redemption in exchange for payment of the redemption price in cash and otherwise complies with the
obligations of the Company in connection herewith. Section 8. Shares to be Retired. If and when approved by the Board of Trustees, all
Series E Preferred Shares which shall have been issued and reacquired in any manner by the Company
shall be restored to the status of authorized but unissued Preferred Shares of the Company, without
designation as to class or series. Section 9. Ranking. Any class or series of shares of beneficial interest of the
Company shall be deemed to rank: (a) prior to the Series E Preferred Shares, as to the payment of dividends and as to
distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or
series of shares of beneficial interest shall be entitled to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of Series E Preferred Shares; (b) on a parity with the Series E Preferred Shares, as to the payment of dividends and as to
distribution of assets upon liquidation, dissolution or winding up, whether or not the dividend
rates, dividend payment dates or redemption or liquidation prices per share thereof be different
from those of the Series E Preferred Shares, if the holders of such class or series of shares of
beneficial interest and the Series E Preferred Shares shall be entitled to the receipt of dividends
and of amounts distributable upon liquidation, dissolution or winding up in proportion to their
respective amounts of accrued and unpaid dividends per share or liquidation preferences, without
preference or priority one over the other (Parity Shares); as of the date hereof, the Series B
Preferred Shares, the Series C Preferred Shares and the Series D Preferred Shares constitute Parity
Shares; - 13 -




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##### 



(c) junior to the Series E Preferred Shares, as to the payment of dividends or as to the
distribution of assets upon liquidation, dissolution or winding up, if such shares of beneficial of
interest shall be Junior Shares; and (d) junior to the Series E Preferred Shares, as to the payment of dividends and as to the
distribution of assets upon liquidation dissolution or winding up, if such shares of stock shall be
Fully Junior Shares. Section 10. Voting. (a) If and whenever dividends on the Series E Preferred Shares are in arrears (which shall,
with respect to any such quarterly dividend, mean that any such dividend has not been paid in full)
for six or more quarterly periods, whether or not such quarterly periods are consecutive, the
number of Trustees then constituting the Board of Trustees shall be increased by two, and the
holders of Series E Preferred Shares, together with the holders of shares of every series of Parity
Shares upon which like voting rights have been conferred and are exercisable, voting as a single
class regardless of series, shall be entitled to elect the two additional Trustees to serve on the
Board of Trustees at any annual meeting of shareholders or special meeting held in place thereof,
or at a special meeting of the holders of the Series E Preferred Shares and such Parity Shares
called as hereinafter provided. Whenever all arrears in dividends on the Series E Preferred Shares
and such Parity Shares then outstanding shall have been paid and dividends thereon for the current
quarterly dividend period shall have been paid or declared and set apart for payment, then the
right of the holders of the Series E Preferred Shares and such Parity Shares to elect such
additional two Trustees shall immediately cease (but subject always to the same provision for the
vesting of such voting rights in the case of any similar future arrearages), and the terms of
office of all persons elected as Trustees by the holders of the Series E Preferred Shares and such
Parity Shares shall immediately terminate and the number of the Board of Trustees shall be reduced
accordingly. At any time after such voting rights shall have been so vested in the holders of
Series E Preferred Shares and such Parity Shares, the secretary of the Company may, and upon the
written request of the holders of record of at least 10% of the outstanding Series E Preferred
Shares and the holders of Parity Shares (addressed to the secretary at the principal office of the
Company) shall, call a special meeting of the holders of the Series E Preferred Shares and of such
Parity Shares for the election of the two Trustees to be elected by them as herein provided, such
call to be made by notice similar to that provided in the Bylaws of the Company for a special
meeting of the shareholders or as required by law. The Trustees elected at any such special
meeting shall hold office until the next annual meeting of the shareholders or special meeting held
in lieu thereof if such office shall not have previously terminated as above provided. If any
vacancy shall occur among the Trustees elected by the holders of the Series E Preferred Shares and
such Parity Shares, a successor shall be elected by the Board - 14 -




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of Trustees, upon the nomination of
the then-remaining Trustee elected by the holders of the Series E Preferred Shares and such Parity
Shares or the successor of such remaining Trustee, to serve until the next annual meeting of the
shareholders or special meeting held in place thereof if such office shall not have previously
terminated as provided above. (b) So long as any Series E Preferred Shares remain outstanding, the Company will not, without
the affirmative vote or consent of the holders of at least two-thirds of the Series E Preferred
Shares outstanding at the time, given in person or by proxy, either in writing or at a meeting
(such series voting separately as a class), (i) authorize or create, or increase the authorized or
issued amount of, any class or series of capital shares ranking prior to the Series E Preferred
Shares with respect to the payment of dividends or the distribution of assets upon liquidation,
dissolution or winding up or reclassify any authorized shares of the Company into such shares, or
create, authorize or issue any obligation or security convertible into or evidencing the right to
purchase any such shares; or (ii) amend, alter or repeal the provisions of the Charter, including
these Articles Supplementary, whether by merger, consolidation, or transfer or conveyance of
substantially all of the Companys assets or otherwise (an Event), so as to materially and
adversely affect any right, preference, privilege or voting power of the Series E Preferred Shares
or the holders thereof; provided, however, with respect to the occurrence of any of the Events set
forth in (ii) above, that so long as the Series E Preferred Shares remain outstanding with the
terms thereof materially unchanged, taking into account that upon the occurrence of an Event, the
Company may not be the surviving entity, the occurrence of any such Event shall not be deemed to
materially and adversely affect such rights, preferences, privileges or voting power of holders of
Series E Preferred Shares and provided further that (x) any increase in the amount of the
authorized Preferred Shares or the creating or issuance of any other series of Preferred Shares, or
(y) any increase in the amount of authorized Series E Preferred Shares or any other series of
Preferred Shares, in each case ranking on a parity with or junior to the Series E Preferred Shares
with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or
winding up, shall not be deemed to materially and adversely affect such rights, preferences,
privileges or voting powers. The voting provisions set forth in this paragraph (b) will not apply
if, at or prior to the time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding Series E Preferred Shares shall have been redeemed or
called for redemption and sufficient funds shall have been deposited in trust to effect such
redemption. (c) For purposes of the foregoing provisions of this Section 10, each Series E Preferred Share
shall have one (1) vote per share. Except as otherwise required by applicable law or as set forth
herein, the Series E Preferred Shares shall not have any relative, participating, optional or other
special voting rights and - 15 -




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##### 



powers, and the consent of the holders thereof shall not be required for
the taking of any corporate action. Section 11. Record Holders. The Company and the Transfer Agent may deem and treat the
record holder of any Series E Preferred Shares as the true and lawful owner thereof for all
purposes, and neither the Company nor the Transfer Agent shall be affected by any notice to the
contrary. Section 12. Sinking Fund. The Series E Preferred Shares shall not be entitled to the
benefits of any retirement or sinking fund. Section 13. Restrictions on Ownership and Transfer. The beneficial ownership and
transfer of the Series E Preferred Shares shall in all respects be subject to the applicable
provisions of Section 6.7 of the Charter. Section 14. Listing on New York Stock Exchange. The Company shall (i) use reasonable
best efforts, including timely submission of all required applications and filings and payment of
required fees and expenses, to cause the Series E Preferred Shares to be approved for listing on
the New York Stock Exchange, subject to official notice of issuance, prior to the Issue Date, and
(ii) use reasonable best efforts to maintain the listing of the Series E Preferred Shares on the
New York Stock Exchange so long as any Series E Preferred Shares are outstanding. - 16 -




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IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be signed in its
name and on its behalf by its Chief Financial Officer as of March 15, 2005. COLONIAL PROPERTIES TRUSTBy:
    
    /s/ Weston P. AndressName: Weston P. AndressTitle:  Executive Vice President and
Chief FinancialOfficer




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##### 



STATE OF ALABAMA ) JEFFERSON COUNTY ) ARTICLES OF AMENDMENT
TO
DECLARATION OF TRUST
OF
COLONIAL PROPERTIES TRUST Pursuant to Section 10-13-14 of the Code of Alabama 1975, Colonial Properties Trust, a real
estate investment trust organized and existing under the laws of Alabama (the Company), hereby
submits the following:  1.
    The name of the real estate investment trust is Colonial Properties Trust.2.
    The Declaration of Trust is hereby amended as follows:The following sentence in Section 6.1 of Article VI thereof is deleted: The total number of Shares which the Trust is authorized to
issue is seventy-five million (75,000,000), consisting of
sixty-five million (65,000,000) common Shares and ten million
(10,000,000) preferred Shares.  The deleted sentence in Section 6.1 of Article VI is replaced by the
following sentence: The total number of Shares which the Trust is authorized to
issue is one hundred forty-five million (145,000,000), consisting
of one hundred twenty-five million (125,000,000) common Shares
and twenty million (20,000,000) preferred Shares.  3.
    The Board of Trustees of the Company duly adopted a resolution setting forth
the foregoing amendment and declared it advisable at a duly called meeting held on
October 21, 2004.4.
    The following shares of beneficial interest of the Company were outstanding as
of February 9, 2005, the record date for the special meeting held on April 1, 2005 at
which the foregoing amendment was considered (the Special Meeting):




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##### 



Class of Shares
    
    Number of Shares
    
    Value of SharesCommon Shares
    
    
    27,724,505.5990
    
    
    $
    1,030,242,628.06Series C Preferred Shares
    
    
    2,000,000
    
    
    $
    53,480,000.00Series D Preferred Shares
    
    
    500,000
    
    
    $
    131,250,000.00Total
    
    
    30,224,505.5990
    
    
    $
    1,214,972,628.06
  All outstanding shares of beneficial interest were entitled to vote at the Special
Meeting. Of the total number of shares having a total value of $1,214,972,628.06
outstanding, 21,344,706.773 shares representing $841,572,620.13 in total value were
indisputably represented at the Special Meeting. The total number and value of shares
casting undisputed votes FOR the foregoing amendment at the Special Meeting
was 18,857,249.92 and $747,477,719.97, respectively, which number and amount was
sufficient for approval of the foregoing amendment by the holders of shares of
beneficial interest of the Company.5.
    The foregoing amendment was duly adopted in accordance with the applicable
provisions of Section 10-13-14 of the Code of Alabama, 1975 and of Section 234 of the
Constitution of the State of Alabama. These Articles of Amendment are being filed in the Office of the Judge of Probate of Jefferson
County, Alabama, for the purpose of effecting the foregoing amendment in accordance with
10-13-14(f) of the Code of Alabama, 1975. [Signature appears on the following page.] 2




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##### 



IN WITNESS WHEREOF, the Company, by its duly authorized officer and with full authority, has
executed these Articles of Amendment as of this 5th day of April, 2005. COLONIAL PROPERTIES TRUSTBy:
    /s/ Thomas H. LowderThomas H. LowderPresident and Chief Executive Officer 3




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##### 



COLONIAL PROPERTIES TRUST
 STATEMENT OF CANCELLATION
  Statement of Cancellation)
 Company Series
C Preferred Shares
  Board of Trustees
     Common Shares of Beneficial Interest
    
    
    51,535,3038 1/8 % Series D Cumulative Redeemable Preferred
Shares of Beneficial Interest
    
    
    500,0007 3/8 % Series E Cumulative Redeemable Preferred
Shares of Beneficial Interest
    
    
    41,904




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##### 



COLONIAL PROPERTIES TRUSTBy:
    
    /s/ Jerry A. BrewerName:
    
    Jerry A. BrewerTitle:
    
    SVP
 STATE OF ALABAMA
    
    
    )COUNTY OF JEFFERSON
    
    
    )
  rd
 /s/
Brandi L. SingletonNotary Public[NOTARIAL SEAL]
    
    My commission expires:  3.31.08
 2




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##### 



COLONIAL PROPERTIES TRUST
 STATEMENT OF CANCELLATION
  Statement of Cancellation
 Company Series E
Preferred Shares
  (the Board of Trustees)
     Common Shares of Beneficial Interest
    
    
    46,557,7818 1/8%
Series D Cumulative Redeemable Preferred Shares of Beneficial Interest
    
    
    500,000




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##### 



COLONIAL PROPERTIES TRUSTBy :
    
    /s/ Jerry A. BrewerName:
    
    Jerry A. brewerTitle:
    
    SVP
 STATE OF ALABAMA
    
    
    )COUNTY OF JEFFERSON
    
    
    )
 
 st
 /s/ Brandi R. SingletonNotary Public[NOTARIAL SEAL]
    
    My commission expires:
    
    3/30/09
 2




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##### 



COLONIAL PROPERTIES TRUST
 STATEMENT OF CANCELLATION
  Statement of Cancellation
 Company Series D Preferred Shares Series D Depositary Shares
 Reacquired Series D Preferred Shares
 Board of Trustees
     Common Shares of Beneficial Interest
    
    
    48,595,938Series D Preferred Shares
    
    
    401,125




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##### 



COLONIAL PROPERTIES TRUSTBy:
Name:
    
    /s/ Jerry A. Brewer

Jerry A. BrewerTitle:
    
    Executive Vice President  Finance
 STATE OF ALABAMA
    
    
    )COUNTY OF JEFFERSON
    
    
    )
   /s/ Natalie L. Crabbe

Notary Public[NOTARIAL SEAL]
    
    My commission expires: 11/22/2010




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##### 



COLONIAL PROPERTIES TRUST
 ARTICLES SUPPLEMENTARY
 RECLASSIFYING
 6,500 SHARES
 SERIES 1998 JUNIOR PARTICIPATING PREFERRED SHARES
  Articles Supplementary Company
 Rights Agreement Preferred Shares Declaration of Trust 1998 Preferred Shares
   Board of Trustees




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##### 



Common Shares of Beneficial Interest
    
    
    48,537,0958 1/8% Series D Cumulative Redeemable Preferred Shares of
Beneficial Interest, par value $.01 per share
    
    
    401,125
  2




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##### 



COLONIAL PROPERTIES TRUSTBy:
Name:
    
    /s/ John P. Rigrish

John P. RigrishTitle:
    
    Chief Administrative Officer and
Corporate Secretary
 STATE OF ALABAMA
    
    )COUNTY OF JEFFERSON
    
    )
   /s/ Kimberly A. Keuter

Notary Public[NOTARIAL SEAL]
    
    My commission expires: September 10, 2011
 3