EXHIBIT 3.2.1


                            COLONIAL PROPERTIES TRUST

                                     BYLAWS

                       (as amended through April 28, 2000)


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

                                    ARTICLE I

                                     OFFICES

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

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


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

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

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

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

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

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

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

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

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

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

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

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

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

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

         Section 11.  REPORTS TO SHAREHOLDERS.

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

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

         Section 12.  NOMINATIONS AND SHAREHOLDER BUSINESS.

         (a)      Annual Meetings of Shareholders.

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

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

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

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

         (c)      General.

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

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

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

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

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

                                   ARTICLE III

                                    TRUSTEES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   ARTICLE IV

                                   COMMITTEES

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

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

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

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

                                    ARTICLE V

                                    OFFICERS

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

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

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

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

                                   ARTICLE VII

                                     SHARES

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

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

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

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

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

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

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

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

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

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

                                  ARTICLE VIII

                                 ACCOUNTING YEAR

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

                                   ARTICLE IX

                                    DIVIDENDS

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

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

                                    ARTICLE X

                                INVESTMENT POLICY

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

                                   ARTICLE XI

                                      SEAL

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

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

                                   ARTICLE XII

                                 INDEMNIFICATION

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

                                  ARTICLE XIII

                                WAIVER OF NOTICE

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

<PAGE>

                                   ARTICLE XIV

                               AMENDMENT OF BYLAWS

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

         The  foregoing  are certified as the Bylaws of the Trust adopted by the
Trustees as of April 28, 2000.

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

                          Index of Amendments to Bylaws

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

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