FORM OF RESTRICTED SHARE AWARD AGREEMENT

                    UNDER THE GABLES RESIDENTIAL TRUST SECOND
            AMENDED AND RESTATED 1994 SHARE OPTION AND INCENTIVE PLAN



Name of Grantee:  [ENTER NAME]
No. of Shares:    [ENTER NO. SHARES]
Purchase Price per Share:  $.01 (i.e., par value)
Grant Date:  February 12, 1998
Final Acceptance Date:  April 13, 1998
                             [60 days after Grant Date]


     Pursuant to the Gables  Residential  Trust Second Amended and Restated 1994
Share  Option and  Incentive  Plan (as the same may be  hereafter  amended,  the
"Plan"),  and in accordance with authority  granted to the  undersigned  officer
pursuant to a duly adopted  resolution of the Committee (as defined in Section 2
of  the  Plan),  Gables  Residential  Trust  (the  "Company")  hereby  grants  a
Restricted Share Award (an "Award") to the Grantee named above.

     1.  ACCEPTANCE OF AWARD.   The Grantee shall have no rights with respect to
this Award unless he or she shall have accepted this Award prior to the close of
business on the Final  Acceptance Date specified above by signing and delivering
to the Company a copy of this Award Agreement.

     2.  ISSUANCE OF SHARES.  The  Company  shall issue the number of Shares set
forth above (the "Shares")  promptly after payment by the Grantee to the Company
in cash or by check or  other  instrument  acceptable  to the  Committee  of the
Purchase Price per Share times the number of Shares to be accepted. Upon payment
for Shares by the  Grantee,  (i)  certificates  evidencing  the Shares that vest
immediately  pursuant to  Paragraph 4 shall be issued in the name of the Grantee
and  delivered  to the  Grantee,  (ii)  certificates  evidencing  the  remaining
Restricted  Shares, as set forth in Paragraph 3 and Paragraph 4, shall be issued
in the name of the Grantee but  delivered to the Company to hold for the benefit
of the Grantee, and (iii) the Grantee's name shall be entered as the shareholder
of  record  on the  books of the  Company  with  respect  to all of the  Shares.
Thereupon,  the Grantee shall have all the rights of a shareholder  with respect
to the Shares,  including voting and dividend rights,  subject,  however, to the
restrictions and conditions specified in Paragraph 3 below.

     3. RESTRICTIONS AND CONDITIONS
     (a) As set  forth  in  Paragraph  4,  upon  receipt  of  Shares  hereunder,
three-fourths of such Shares shall be Restricted  Shares that are subject to the
restrictions set forth in this Paragraph 3. Such shares shall remain  Restricted
Shares until such shares vest  pursuant to this  Paragraph 3 or Paragraph 4. The
balance of such Shares are  unrestricted  and shall be deemed vested on the date
of issuance.
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     (b)  As set  forth  in  Paragraph  2,  the  certificates  representing  the
Restricted  Shares  shall be held by the Company for the benefit of the Grantee,
until such time that such shares vest pursuant this  Paragraph 3 or Paragraph 4.
Upon each such vesting date, the Company shall promptly deliver to the Grantee a
certificate  representing  the number of Shares  that vest as of such date.  The
Company  may staple or clip a legend to the effect set forth in Exhibit A hereto
to the  certificates  representing  the Restricted  Shares while the Company has
possession of such certificates.

     (c)  Restricted   Shares   granted  herein  may  not  be  sold,   assigned,
transferred, pledged or otherwise encumbered or disposed of by the Grantee prior
to vesting.

     (d) If,  prior to vesting of the  Restricted  Shares  granted  herein,  the
Grantee's  employment  with the Company and its  Subsidiaries  is voluntarily or
involuntarily  terminated,  the Company shall have the right to repurchase  from
the Grantee or the Grantee's legal representative any unvested Restricted Shares
held  by the  Company  for  the  benefit  of the  Grantee  at the  time  of such
termination.  Any  Restricted  Shares  so  purchased  by the  Company  shall  be
purchased for their original  purchase  price set forth above.  The Company must
exercise  such  right of  repurchase  by  written  notice to the  Grantee or the
Grantee's legal representative not later than 90 days following such termination
of employment.  In the event such right of repurchase is not exercised, all such
Restricted Shares shall vest.

     4. VESTING OF RESTRICTED SHARES
     (a) Upon  issuance of the Shares in  accordance  with  Paragraph  2, [ENTER
NUMBER OF SHARES] of such Shares (such amount being equal to  one-fourth  of the
total  number  of  Shares  granted  herein)  shall  be  immediately  vested  and
unrestricted  and the remainder shall be restricted and shall vest in accordance
with the following schedule:

                         Fraction of                    Number of
Vesting Date       Restricted Shares Vesting    Restricted Shares Vesting
------------       -------------------------    -------------------------

January 1, 1999        1/4 of Total Shares            [ENTER NUMBER]

January 1, 2000        1/4 of Total Shares            [ENTER NUMBER]

January 1, 2001        1/4 of Total Shares            [ENTER NUMBER]

provided,  however,  that the  Committee may at any time  accelerate,  waive or,
subject to Section 10 of the Plan, amend the vesting schedule  specified in this
Paragraph 4. Subsequent to any Vesting Date or Dates set forth above, the Shares
on which all  restrictions  and conditions have lapsed shall no longer be deemed
Restricted Shares.

     (b) If (i) the Grantee's  employment with the Company and its  Subsidiaries
is involuntarily  terminated due to death or Disability (as defined in Section 1
of the Plan) or (ii) there is a Change of Control of the  Company (as defined in
Section 12 of the Plan), any  restrictions  and conditions on Restricted  Shares
shall be deemed  waived by the  Committee,  and such shares shall  automatically
become fully vested.
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     5. DIVIDENDS.  Dividends on Restricted  Shares shall be paid immediately to
the Grantee.

     6. INCORPORATION OF PLAN.  Notwithstanding anything herein to the contrary,
this Agreement  shall be subject to and governed by all the terms and conditions
of the  Plan.  Capitalized  terms  in this  Agreement  shall  have  the  meaning
specified in the Plan, unless a different meaning is specified herein.

     7.  TRANSFERABILITY.  This  Agreement  is  personal  to  the  Grantee,  is
non-assignable  and is not  transferable  in any manner,  by operation of law or
otherwise, other than by will or the laws of descent and distribution.

     8. TAX WITHHOLDING.  The Grantee shall, not later than the date as of which
the  receipt  of this  Award  becomes a taxable  event for  Federal  income  tax
purposes, pay to the Company or make arrangements  satisfactory to the Committee
for payment of any Federal, state and local taxes required by law to be withheld
on account of such taxable event.

     9. MISCELLANEOUS
     (a) Notice  hereunder  shall be given to the Company at its principal place
of  business,  and shall be given to the Grantee at the address set forth below,
or in either case at such other address as one party may subsequently furnish to
the other party in writing.

     (b) This Agreement does not confer upon the Grantee any rights with respect
to continuance of employment by the Company or any Subsidiary.

     (c) Pursuant to Section 10 of the Plan, the Committee may at any time amend
or cancel  any  portion of this  Award,  but no such  action may be taken  which
adversely  affects  the  Grantee's  rights  under  this  Agreement  without  the
Grantee's consent.


                                      GABLES RESIDENTIAL TRUST


                                      By: /s/ Marcus E. Bromley
                                          --------------------------------
                                           Name:  Marcus E. Bromley
                                           Title:    Chief Executive Officer

     The  foregoing  Agreement is hereby  accepted and the terms and  conditions
     thereof hereby agreed to by the undersigned.

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Dated:    [ENTER DATE]                                 [ENTER NAME]
        -------------------------------      ----------------------------------
                                             Grantee's Signature

                                             Grantee's Name and Address:

                                                  [ENTER INFORMATION]
                                             ----------------------------------

                                             ----------------------------------

                                             ----------------------------------


Receipt of Certificates by Grantee


             Shares;        (date);         (initials)
---------           --------        --------

             Shares;        (date);         (initials)
---------           --------        --------

             Shares;        (date);         (initials)
---------           --------        --------

             Shares;        (date);         (initials)
---------           --------        --------

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                                    EXHIBIT A

Legend to be stapled or clipped to certificates  representing  Restricted Shares
while such shares are in the possession of the Company prior to vesting:


     "The  Shares  represented  by the  attached  certificate  are  subject to a
     Restricted Share Award Agreement  between the registered holder thereof and
     the issuer and pursuant  thereto are subject to forfeiture and restrictions
     on transfer.  This  attachment  shall only be removed by a duly  authorized
     officer of the issuer."