**Exhibit10****.10**** **

#### GABLES RESIDENTIAL SERVICES, INC.

******CONFIDENTIALNEGOTIATED SETTLEMENT AND RELEASE OF ALL CLAIMS**

This Confidential Negotiated Settlement and Releaseof All Claims ("Agreement") is entered into between Gables ResidentialServices, Inc., ("Employer") and Catherine K. Cabell ("Individual"), toset forth the terms for separation of their employment relationship and finalresolution of all issuesbetween them and payment of termination severancebenefits.

In consideration of the mutual promises, covenants,and agreements set forth in this Agreement, the adequacy and sufficiency ofwhich are acknowledged, Individual and Employer agree as follows: 

1.         Individual's employment with Employer will cease for all purposes onJanuary 18, 2002 ("Termination Date"). In consideration of Individual's past services and for the otheragreements made by Individual herein, on the effective date of this Agreement,Employer shall pay Individual's regular bi-weekly salary through January 18,2002.  Payments provided throughJanuary 18, 2002 will be paid and sent to Individual in accordance withEmployer's normal bi-weekly payroll schedule, less applicable deductions forstate and federal taxes and any health insurance premiums incurred atIndividual's election, on such amount. Employeragrees to pay Individual twenty-six (26) weeks salary (representing$100,048.00), six (6) weeks sabbatical salary (representing $23,088.00), sixty(60) hours earned vacation (representing $5,772.00), a 2001 bonus (representing$118,400.00), and a cash equivalent of 2000 shares of Company stock at a valueof $29.50 per share (representing $59,000.00), less applicable deductions forstate and federal taxes on such amounts.  Paymentsprovided herein will be made on March 8, 2002.

Employeragrees that all restricted stock grants issued to Individual will fully vesteffective February 23, 2002.

Allother compensation, bonuses, benefits, and entitlements to benefits will ceaseas of the Termination Date.

2.         The Employer shall continue to provide Individual all health insurancebenefits at the current level through January 31, 2002. Subsequent to January 31, 2002, the Employer will extend to Individualthe right to continue health insurance at Individual's own expense for up toeighteen (18) months, as may be required by and pursuant to the terms andconditions of the Consolidated Omnibus Budget Reconciliation Act of 1986. Notification of the ability to continue these benefits shall be extendedto Individual according to the COBRA notification requirements. 

3.         Within ten (10) days of receipt of business expense reimbursement claims,Employer will, pursuant to its standard business reimbursement policy, processand pay to Individual reasonable and customary business expenses claimed byIndividual to have been incurred.  

 

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4.         Individual hereby fully, finally, completely, and generally releases andforever discharges Employer, its predecessors, successors, parent entities,subsidiaries, affiliates, officers, directors, associates, agents, andrepresentatives, from any and all claims, actions, charges, complaints, demands,or causes of action, whatever kind or character, whether now known or unknown,arising from, relating to, or in any way connected with Individual'semployment with or separation of employment from Employer.  This includes, but is not limited to, any contractual claims,additional compensation, tortuous conduct, wrongful discharge or discriminationin employment on the basis of race, color, sex, pregnancy, national origin,religion, age under the Age Discrimination in Employment Act, or disability, ifany, Individual may have, including attorney's fees and costs, occurring on orbefore the effective date of this Agreement. This Release includes, but is not limited to, all claims under Title VIIof the Civil Rights Act of 1964, and amendments thereto; the Americans withDisabilities Act; the Age Discrimination in Employment Act; the Fair LaborStandards Act; and all other comparable state, federal, or local laws orordinances regulating the employment relationship and prohibiting employmentdiscrimination, occurring on or before the date of execution of this Agreement.

5.         Individual represents that Individual has not filed any complaints,charges or lawsuits against Employer with any governmental agencies or courtsand that Individual will not do so.  IfIndividual currently has on file any complaints, charges, or lawsuits,Individual will request such agency or court to withdraw Individual from thematter and to dismiss with prejudice such matter. Furthermore, Individual will not file, bring or pursue any claims,charges, complaints or other actions against Employer on their own or on behalfof Individual.

6.         Individual agrees not to divulge any information that is of aconfidential or proprietary nature relative to the Employer, such as insiderinformation.  Individual agrees toreturn to Employer all documents and other property in Individual's possessionthat were originated by anyone, including Individual, as part of Individual'sduties for the Employer, that are part of the Employer's business records, ofwhich the Employer has any ownership or possessory rights. Individual agrees to return and represents that Individual has returnedthe originals and all copies of such documents and property to representativesof the Employer at the time this Agreement is executed by the parties. Individual hereby agrees that Individual will provide Employer with anyand all password(s) to computer files of which Individual has knowledge andallow Employer to confirm such password(s).

7.         Individual agrees to keep confidential all information contained in thisAgreement and that its terms will not be disclosed or divulged by Individual toanyone at any time, other than to Individual's confidential advisors orpursuant to a court order or other legally binding requirement.

8.         From and after the date of presentment of this Agreement, Individualshall not, directly or indirectly, take any action which is in fact, or isintended to be, contrary to the interests of the Employer, nor will Individualdisparage or make negative, derogatory or defamatory statements about Employer.

 

 

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9.         Individual acknowledges and agrees that Individual has read theprovisions of this Agreement and that Individual has had a sufficientopportunity to discuss thoroughly the Agreement with Individual's confidentialadvisors prior to signing below, that the contents and meaning of this documentare understood by Individual in full, and that Individual enters into thisdocument voluntarily and without coercion. 

10.       This Agreement sets forth the entire agreement between the partieshereto, and fully supersedes any prior agreements, understandings, orrepresentations, if any, between the parties. This Agreement, offer of this Agreement, and compliance with thisAgreement shall not constitute or be construed or deemed as an admission ofliability or wrongdoing on the part of the Employer of any violation of therights of Individual but, rather, such liability or wrongdoing is expresslydenied. 

11.       This Agreement is made in the State of Texas and shall be interpretedunder the laws of said state.  Itslanguage shall be construed as a whole, according to its fair meaning, and notstrictly for or against either party. 

12.       Should any part of this Agreement be determined by any court to beillegal or invalid, the validity of the remaining parts shall not be affectedthereby and, said illegal or invalid part shall be deemed not to be part of thisAgreement. 

13.       This Agreement is binding on Individual's heirs, successors, assigns,administrators, executors, and representatives and shall inure to the benefit ofEmployer, its successors, assigns, administrators, receivers, and trustees.

 

# GABLES RESIDENTIAL SERVICES,INC.

#  

By:  /s/ Michael M.HefleyMichael M. HefleyChief Operating PartnerPresented this date: /s/ January 14,  2002

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### NOTICE TOINDIVIDUAL

The law requires that you be advised and you arehereby advised that you have up to twenty-one (21) days to consider thisAgreement and to consult with an attorney prior to executing this Agreementshould you desire.  If you acceptthe terms of this Agreement, it must be signed by you, notarized, and returnedto Joni Kay Bastuba, Vice President of Human Resources, Gables ResidentialServices, Inc., 6551 Park of Commerce Blvd., Suite 100, Boca Raton, Florida,33487, within twenty-one (21) days, which is on or before 5:00 PM on February 5,2002.  After the execution of thisAgreement by you, you have a period of seven (7) days in which you may revokethis Agreement.  Notification ofrevocation is required to be made in writing to Joni Kay Bastuba, at the addresslisted above.  The effective date ofthis Agreement is eight (8) days after you execute this Agreement.

 

# INDIVIDUAL'S STATEMENT

I have read the Agreement; reviewed and discussed itwith Employer prior to execution; been afforded the necessary time to review theAgreement and to consult with the advisor of my choice; and I fully understandits term and conditions.  Therefore,I hereby indicate my agreement by signing below on this /s/ 1st day of /s/February, 2002./s/ Catherine K.CabellCatherine K. Cabell

 Before me, the undersigned notary public, on this daypersonally appeared /s/ Catherine K. Cabell ("Individual") known to me to be the personwhose name is subscribed to on the foregoing agreement and acknowledged to methat it was executed for the purpose of and consideration therein expressed;that it was executed as a free and voluntary act after having read it fully andhaving conferred with person(s) desired, including an attorney; and that it wasexecuted by Individual without threat, force, fraud, or duress; and that at thetime of the execution of this agreement, Individual was completely sober,competent, and capable of understanding the character of her/his acts was incomplete charge of her/his faculties and capable of executing this instrumentand understanding the significance of her/his acts.

 Signed this day  /s/ Melanie Peterson

 Notary Public, Stateof   /s/  Texas   

 

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