**Exhibit 10.13**

**FORM OF INDEMNIFICATION AGREEMENT**

        ThisIndemnification Agreement ("Agreement") is made as of this ____ day of___________, ____ by and between Gables Residential Trust, a Maryland realestate investment trust (the "Company"), Gables Realty Limited Partnership,a Delaware limited partnership (the "Operating Partnership"), Gables GP,Inc., a Texas corporation (the "General Partner" and together with theCompany and the Operating Partnership, "Indemnitors") and _______________("Indemnitee").

       WHEREAS, Indemnitorsdesire to attract and retain the services of highly qualified individuals, suchas Indemnitee, to serve as trustees, directors and/or executive officers of oneor more of such Indemnitors; and

       WHEREAS, Indemnitorsrecognize Indemnitee's need for protection against personal liability and inorder to insure Indemnitee's continued service to such Indemnitors wish toprovide in this Agreement for the indemnification of and the advancing ofexpenses to Indemnitee.

        NOW, THEREFORE,Indemnitors and Indemnitee hereby agree as follows:

 1.        Indemnification.

                        (a)       Third Party Proceedings.  Indemnitorsshall indemnify Indemnitee to the full extent permitted now or hereafter byapplicable law, as from time to time amended, subject to the exceptions providedin Section 8 of this Agreement.  Withoutlimiting the foregoing but subject to the provisions of this Agreement,Indemnitors shall indemnify Indemnitee if Indemnitee is or was a party or isthreatened to be made a party to any threatened, pending or completed action orproceeding, whether civil, criminal, administrative or investigative (other thanan action by or in the right of Indemnitors) by reason of Indemnitee's past,present or future service as a trustee, director or executive officer of anyIndemnitor, or, at any such Indemnitor's request, of another enterprise orentity in which any Indemnitor had, directly or indirectly, an interest at thetime of such service, against expenses (including attorney's fees), judgments,fines and amounts paid in settlement (if such settlement is approved in advanceby Indemnitors, which approval shall not be unreasonably withheld) actually andreasonably incurred by Indemnitee in connection with investigating, preparingfor, defending or settling such action or proceeding.  Indemnitors hereby agree to indemnify Indemnitee's spouse(whether by statute or at common law and without regard to the location of thegoverning jurisdiction) and children as express third-party beneficiarieshereunder to the same extent and subject to the same limitations applicable toIndemnitee hereunder for claims arising out of the status of such person as aspouse or child of Indemnitee, including claims seeking damages from maritalproperty (including community property) or property held by Indemnitee and suchspouse or property transferred to such spouse or child. The indemnification provided under this Agreement may not be amended,modified or limited in a manner adverse to the rights of Indemnitee without theconsent of Indemnitee and Indemnitee shall be deemed to be serving in hiscapacity as an officer, director and/or trustee of any Indemnitor in reliance onthe terms of this Agreement.                       (b)       Proceedings By or in the Right of Indemnitors. Subject to the provisions of this Agreement, Indemnitors shall indemnifyIndemnitee if Indemnitee was or is a party or is threatened to be made a partyto any threatened, pending or completed action or proceeding by or in the rightof Indemnitors or any subsidiary of Indemnitors to procure a judgment in itsfavor by reason of Indemnitee's past, present or future service as a trustee,director or officer of any Indemnitor, or, at any such Indemnitor's request,of another enterprise or entity in which any Indemnitor had, directly orindirectly, an interest at the time of such service, against expenses (includingattorneys' fees) and, to the fullest extent permitted by law, amounts paid insettlement, in each case to the extent actually and reasonably incurred byIndemnitee in connection with the defense or settlement of such action orproceeding.

2.         Expenses; Indemnification Procedure.                       (a)        Advancementof Expenses.  Indemnitors shalladvance all expenses incurred by Indemnitee in connection with theinvestigation, defense, settlement or appeal of any civil or criminal action orproceeding referenced in Section 1(a) or (b) hereof (but not amounts actuallypaid in settlement of any such action or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, andto the extent that, it shall ultimately be determined, in accordance withSection 2(c), that Indemnitee is not entitled to be indemnified by Indemnitorsas authorized hereby.  The advancesto be made hereunder shall be paid by Indemnitors to Indemnitee within twenty(20) days following delivery of a written request therefor by Indemnitee toIndemnitors.                      (b)        Notice/Cooperationby Indemnitee.  Indemniteeshall, as a condition precedent to his right to be indemnified under thisAgreement, give Indemnitors notice in writing as soon as practicable of anyclaim made against Indemnitee for which indemnification will or could be soughtunder this Agreement.  Such noticeshall contain the written affirmation of Indemnitee that the standard of conductnecessary for indemnification hereunder has been satisfied.     Notice to any Indemnitor shall be directed to the Chief Executive Officerof the Company in the manner provided in Section 13 hereof. Indemnitee shall give Indemnitors such information and cooperation as itmay reasonably require and as shall be within Indemnitee's power. A delay in giving notice under this Section 2(b) shall invalidatethe Indemnitee's right to indemnity under this Agreement only to the extentthat such delay prejudices the defense of the claim or the availability toIndemnitors of insurance coverage for such claim.                     (c)        Procedure.  Any indemnification provided for in Section 1 shall be made no laterthan forty-five (45) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under,respectively, any provision of the Company's Declaration of Trust or Bylaws,the Operating Partnership's Agreement of Limited Partnership, or the GeneralPartner's Articles of Incorporation or Bylaws, providing for indemnification,is not paid in full by the applicable Indemnitor within forty-five (45) daysafter a written request for payment thereof that complies with the requirementsof this Agreement has first been received by such Indemnitor, Indemnitee may,but need not, at any time thereafter bring an action against such Indemnitor torecover the unpaid amount of the claim and, subject to Section 12 of thisAgreement, Indemnitee shall also be entitled to be paid for the expenses(including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than anaction brought to enforce a claim for expenses incurred in connection with anyaction or proceeding in advance of its final disposition) that Indemnitee hasnot met the standards of conduct that made it permissible under applicable lawfor such Indemnitor to indemnify Indemnitee for the amount claimed, butIndemnitee shall be entitled to receive interim payments of expenses pursuant toSubsection 2(a) unless and until such defense may be finally adjudicated bycourt order or judgment from which no further right of appeal exists. It is the parties' intention that if such Indemnitor contestsIndemnitee's right to indemnification, the question of Indemnitee's right toindemnification shall be for the court to decide, and neither the failure ofsuch Indemnitor (including its Board of Trustees, Board of Directors or generalpartner, as applicable, any committee or subgroup of the Board of Trustees orBoard of Directors, independent legal counsel, or its equity holders) to havemade a determination that indemnification of Indemnitee is proper in thecircumstances because Indemnitee has met the applicable standard of conductrequired by applicable law, nor an actual determination by such Indemnitor(including its Board of Trustees, Board of Directors or general partner, asapplicable, any committee or subgroup of the Board of Trustees or Board ofDirectors, independent legal counsel, or its equity holders) that Indemnitee hasnot met such applicable standard of conduct, shall create a presumption thatIndemnitee has or has not met the applicable standard of conduct.                  (d)        Noticeto Insurers.  If, at the time ofthe receipt of a notice of a claim pursuant to Section 2(b) hereof, Indemnitorshave trustee/director and officer liability insurance in effect, Indemnitorsshall give prompt notice of the commencement of such proceeding to the insurersin accordance with the procedures set forth in the respective policies.  Indemnitors shall thereafter take all necessary or desirableaction to cause such insurers to pay, on behalf of the Indemnitee, all amountspayable as a result of such proceeding in accordance with the terms of suchpolicies.                  (e)       Selectionof Counsel.  In the eventIndemnitors shall be obligated under Section 2(a) hereof to pay the expenses ofany proceeding against Indemnitee, Indemnitors, unless Indemnitee determinesthat a conflict of interest exists between the Indemnitee and Indemnitors withrespect to a particular claim, shall be entitled to assume the defense of suchproceeding, with counsel approved by Indemnitee, which approval shall not beunreasonably withheld, upon the delivery to Indemnitee of written notice of itselection so to do.  After deliveryof such notice, approval of such counsel by Indemnitee and the retention of suchcounsel by Indemnitors, Indemnitors will be not be liable to Indemnitee underthis Agreement for any fees of counsel subsequently incurred by Indemnitee withrespect to the same proceeding, provided that (i) Indemnitee shall have theright to employ his own separate counsel in any such proceeding in addition toor in place of any counsel retained by Indemnitors on behalf of Indemnitee atIndemnitee's expense; and (ii)   if (A) the employment of counsel byIndemnitee has been previously authorized by Indemnitors, (B) Indemniteeshall have concluded that there may be a conflict of interest betweenIndemnitors and Indemnitee in the conduct of any such defense or (C) Indemnitorsshall not, in fact, have employed counsel to assume the defense of suchproceeding, then the fees and expenses of Indemnitee's counsel shall be at theexpense of Indemnitors.

 3.         Nonexclusivity of Indemnification Rights. The indemnification provided by this Agreement shall not be deemedexclusive of any rights to which Indemnitee may be entitled under theCompany's Declaration of Trust or its Bylaws, the Operating Partnership'sAgreement of Limited Partnership, the General Partner's Articles ofIncorporation or Bylaws, any agreement, any vote of equity holders ordisinterested Trustees, applicable law, or otherwise, both as to action inIndemnitee's official capacity and as to action in another capacity whileholding such office.

 4.        Partial Indemnification.  IfIndemnitee is entitled under any provision of this Agreement to indemnificationby Indemnitors for some or a portion of the expenses, judgments, fines orpenalties actually or reasonably incurred by him in the investigation, defense,appeal or settlement of any civil or criminal action or proceeding, but not,however, for the total amount thereof, Indemnitors shall nevertheless indemnifyIndemnitee for the portion of such expenses, judgments, fines or penalties towhich Indemnitee is entitled. 5.        Mutual Acknowledgment.  BothIndemnitors and Indemnitee acknowledge that in certain instances, Federal law orapplicable public policy may prohibit Indemnitors from indemnifying theirrespective trustees, directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Indemnitors have undertakenand may be required in the future to undertake with the Securities and ExchangeCommission to submit the question of indemnification to a court in certaincircumstances for a determination of Indemnitors' right under public policy toindemnify Indemnitee.6.         Trustees' and Officers' Liability Insurance. The Company currently intends to obtain and maintain a policy or policiesof insurance with reputable insurance companies providing the officers andtrustees of the Company with coverage for losses from wrongful acts, or toensure the Company's performance of its indemnification obligations under thisAgreement, subject to its good faith determination from time to time whether ornot it is practicable for the Company to obtain or maintain such insurance. Among other considerations, the Company will weigh the costs of obtainingsuch insurance coverage against the protection afforded by such coverage.  In all policies of trustees' and officers' liability insurance,Indemnitee shall be named as an insured in such a manner as to provideIndemnitee the same rights and benefits as are accorded to the most favorablyinsured of the Company's trustees.  Notwithstandingthe foregoing, the Company shall have no obligation to obtain or maintain suchinsurance if the Company determines in good faith that such insurance is notreasonably available, if the premium costs for such insurance aredisproportionate to the amount of coverage provided, if the coverage provided bysuch insurance is limited by exclusions so as to provide an insufficientbenefit, or if Indemnitee is covered by similar insurance maintained by asubsidiary or parent of the Company.7.         Severability. Nothingin this Agreement is intended to require or shall be construed as requiringIndemnitors to do or fail to do any act in violation of applicable law. Indemnitors' inability, pursuant to court order, to perform itsobligations under this Agreement shall not constitute a breach of thisAgreement.  The provisions of thisAgreement shall be severable as provided in this Section 7. If this Agreement or any portion hereof shall be invalidated on anyground by any court of competent jurisdiction, then Indemnitors shallnevertheless indemnify Indemnitee to the full extent permitted by any applicableportion of this Agreement that shall not have been invalidated, and the balanceof this Agreement not so invalidated shall be enforceable in accordance with itsterms.8.        Exceptions.  Any otherprovision herein to the contrary notwithstanding, Indemnitors shall not beobligated pursuant to the terms of this Agreement to indemnify Indemnitee in thefollowing circumstances:                       (a)       Excluded Acts.  EachIndemnitor shall not be obligated to indemnify Indemnitee for any acts oromissions or transactions from which a person serving in Indemnitee's capacitywith respect to such Indemnitor may not be relieved of liability under thejurisdiction of such Indemnitor's organization.                       (b)        Claims Initiated by Indemnitee. Indemnitors shall not be obligated to indemnify or advance expenses toIndemnitee with respect to proceedings or claims initiated or broughtvoluntarily by Indemnitee and not by way of defense, except with respect toproceedings brought to establish or enforce a right to indemnification underthis Agreement or any other statute or law in accordance with Section 1(b)hereof, but such indemnification or advancement of expenses may be provided byany Indemnitor in specific cases if such Indemnitor's Board of Trustees, Boardof Directors or general partner, as applicable, has approved the initiation orbringing of such suit; or                       (c)        Insured Claims .  Indemnitorsshall not be obligated to indemnify Indemnitee for expenses or liabilities ofany type whatsoever (including, but not limited to, judgments, fines, ERISAexcise taxes or penalties and amounts paid in settlement) to the extent thatIndemnitee has otherwise actually received payment, or payments have been madeon behalf of Indemnitee, with respect to such expense or liability (under anyinsurance policy, provision of the Company's Declaration of Trust or Bylaws,the Operating Partnership's Agreement of Limited Partnership, the GeneralPartner's Articles of Incorporation or Bylaws, or otherwise) of amountsotherwise indemnifiable hereunder; or                       (d)       Claims Under Section 16 (b)..  Indemnitorsshall not be obligated to indemnify Indemnitee for expenses and the payment ofprofits arising from the purchase and sale by Indemnitee of securities inviolation of Section 16(b) of the Securities Exchange Act of 1934, as amended,or any similar successor statute.9.          Construction ofCertain Phases .                      (a)        For purposes of this Agreement, references to "Indemnitors" shallinclude, in addition to the resulting corporation, any constituent corporation(including any constituent of a constituent) absorbed in a consolidation ormerger which, if its separate existence had continued, would have had power andauthority to indemnify its directors, officers, employees or agents, so that ifIndemnitee is or was a director, officer, employee or agent of such constituentcorporation, or is or was serving at the request of such constituent corporationas a director, officer, employee or agent of another corporation, partnership,joint venture, trust or other enterprise, Indemnitee shall stand in the sameposition under the provisions of this Agreement with respect to the resulting orsurviving corporation as Indemnitee would have with respect to such constituentcorporation if its separate existence had continued.                       (b)        For purposes of this Agreement, references to "another enterprise" or"other enterprises" shall include employee benefit plans; references to"fines" shall include any excise taxes assessed on Indemnitee with respectto an employee benefit plan; and references to "serving at the request ofIndemnitors" shall include any service as a trustee, director, officer,employee or agent of Indemnitors which imposes duties on, or involves servicesby, such trustee, director, officer, employee or agent with respect to anemployee benefit plan, its participants, or beneficiaries.10.       Counterparts. This Agreement may be executed in one or more counterparts, each of whichshall constitute an original and all of which together shall constitute a singleagreement.11.       Successorsand Assigns.  This Agreementshall be binding upon Indemnitors and their respective successors and assigns,and shall inure to the benefit of Indemnitee and Indemnitee's estate, heirs,legal representatives and assigns.12.       Attorneys'Fees.  In the event that anyaction is instituted by Indemnitee under this Agreement to enforce or interpretany of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys' fees, incurred by Indemniteewith respect to such action, unless as a part of such action, the court ofcompetent jurisdiction determines that each of the material assertions made byIndemnitee as a basis for such action were not made in good faith or werefrivolous.  In the event of anaction instituted by or in the name of Indemnitors under this Agreement or toenforce or interpret any of the terms of this Agreement, Indemnitee shall beentitled to be paid all court costs and expenses, including reasonableattorneys' fees, incurred by Indemnitee in defense of such action (includingwith respect to Indemnitee's counterclaims and cross-claims made in suchaction), unless as a part of such action the court determines that each ofIndemnitee's material defenses to such action were made in bad faith or werefrivolous.13.       Notice.  All notices, requests, demands and other communications underthis Agreement shall be in writing and shall be deemed duly given (i) ifdelivered by hand and receipted for by the party addressee, on the date of suchreceipt or (ii) if mailed by domestic certified or registered mail withpostage prepaid, on the third business day after the date postmarked.  Addresses for notice to any party are as shown on the signature page ofthis Agreement, or as subsequently modified by written notice.14.      Choiceof Law.  This Agreement shall begoverned by and its provisions construed in accordance with the laws of theState of Maryland as applied to contracts between Maryland residents enteredinto and to be performed entirely within Maryland.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as ofthe date first above written.

**                                                          GABLES RESIDENTIAL TRUST**

 

                                                           By: ____________________________________

                                               Name: 

                                               Title: 

  

**                                                           GABLES REALTY LIMITED PARTNERSHIP**

                                                                     By:       GablesGP, Inc., as General Partner 

                                  By: _____________________________________

                       Name: 

                       Title:   

**                                                           GABLES GP, INC.**

                                                                      By: _____________________________________

                                              Name:

                                               Title: 

  

 

AGREED TO AND ACCEPTED:

 

**INDEMNITEE**:

 

 

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