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                              POST PROPERTIES, INC.

                            2003 INCENTIVE STOCK PLAN

                           NON-INCENTIVE STOCK OPTION

                                       AND

                            STOCK APPRECIATION RIGHT

                                   CERTIFICATE

                                  FOR DIRECTORS

Post Properties, Inc., a Georgia corporation, in accordance with the Post
Properties, Inc. 2003 Incentive Stock Plan, hereby grants an Option and Stock
Appreciation Right, or "SAR", to _______________ ("Director") with respect to
________ shares of Stock of Post Properties, Inc. at an Option Price per share
equal to $[XX.XX]. This Option and SARs grant (this "Grant") shall be subject to
all of the terms and conditions set forth in this Certificate and in the Plan.
This Grant has been made as of [XXXXXXX ___, 200_], which shall be referred to
as the "Grant Date."

                                      POST PROPERTIES, INC.

                                      By: ______________________________________
                                          Sherry W. Cohen
                                          Executive Vice President & Secretary

                              TERMS AND CONDITIONS

            Section 1.  Plan. This Grant is subject to all the terms and
conditions set forth in the Plan and this Certificate, and all the terms in this
Certificate which begin with a capital letter either are defined in this
Certificate or in the Plan. If A determination is made that any term or
condition set forth in this Certificate is inconsistent with the Plan, the Plan
shall control. A copy of the Plan will be made available to Director upon
written request to the Secretary of Post.

            Section 2.  Section 16(a). If Director, at the time he or she
proposes to exercise any rights under this Grant, is an officer or director of
Post, or is filing ownership reports with the

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Securities and Exchange Commission under Section 16(a) of the Exchange Act, then
Director should consult Post before Director exercises such rights to determine
whether the securities law might subject him or her to additional restrictions
upon the exercise of such rights.

            Section 3.  Date Exercisable.

            (a)   General Rule. Subject to Section 3(b), Director shall have the
                  right under this Certificate to exercise this Grant with
                  respect to:

                  (1)   the first one-third of the shares of Stock underlying
                        this Grant (rounding down to the nearest whole number)
                        only if he or she remains a member of the Board through
                        the first anniversary of the Grant Date,

                  (2)   the second one-third of the shares of Stock underlying
                        this Grant (rounding down to the nearest whole number)
                        only if he or she remains a member of the Board through
                        the second anniversary of the Grant Date, and

                  (3)   the balance of the whole number of shares of Stock
                        underlying this Grant only if he or she remains a member
                        of the Board through the third anniversary of the Grant
                        Date.

            (b)   Acceleration of Exercise Rights and Time to Exercise.

                  (1)   Before a Change in Control. If Director's status as a
                        member of the Board terminates before the Effective Date
                        (as defined in Section 3(c)) of a Change in Control (as
                        defined in Section 3(c)) as a result of

                        (a)   his or her failure to be nominated for election as
                              a member of the Board after affirmatively and in
                              good faith seeking such nomination,

                        (b)   his or her failure to be elected a member of the
                              Board after affirmatively and in good faith
                              seeking such election, or

                        (c)   if he or she had been Chairman of the Board, his
                              or her resignation following his or her failure to
                              be elected as Chairman of the Board after
                              affirmatively and in good faith seeking such
                              election,

                        then the date his or her status as a member of the Board
                        terminates shall be treated as the third anniversary of
                        the Grant Date, this

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                        Grant shall immediately be exercisable in full and
                        Director's right to exercise this Grant in full shall
                        expire on the earlier of (1) the second anniversary of
                        the date his or her status as a member of the Board so
                        terminates or (2) the 10th anniversary of the Grant
                        Date.

                  (2)   After a Change in Control. If Director's status as a
                        member of the Board terminates on or after the Effective
                        Date of a Change in Control as a result of

                        (a)   his or her failure to be nominated for election as
                              a member of the Board at his or her first
                              opportunity to be so nominated following such
                              Change in Control,

                        (b)   his or her failure to be elected a member of the
                              Board at his or her first opportunity to be so
                              elected following such Change in Control, or

                        (c)   if he or she had been Chairman of the Board, his
                              or her resignation following his or her failure to
                              be elected as Chairman of the Board at his or her
                              first opportunity to be so elected following such
                              Change in Control,

                        then the date his or her status as a member of the Board
                        terminates shall be treated as the third anniversary of
                        the Grant Date, this Grant shall immediately be
                        exercisable in full and Director's right to exercise
                        this Grant in full shall expire on the 10th anniversary
                        of the Grant Date.

                  (3)   Disability or Death. If Director's status as a member of
                        the Board terminates as a result of his or her
                        Disability (as defined in Section 3(c)) or death, then
                        the date his or her status as a member of the Board so
                        terminates shall be treated as the third anniversary of
                        the Grant Date, this Grant shall immediately be
                        exercisable in full and the right of the Director or his
                        or her estate (as applicable) to exercise this Grant in
                        full shall expire on the earlier of (a) the first
                        anniversary of the date his or her status as a member of
                        the Board so terminates or (b) the 10th anniversary of
                        the Grant Date.

                  (4)   Vesting Date. If Director reaches his or her Vesting
                        Date and there is no interruption in his or her status
                        as a member of the Board between the Grant Date and his
                        or her Vesting Date, then the date he or she reaches his
                        or her Vesting Date shall be treated as the third
                        anniversary of the Grant Date, this Grant shall
                        immediately be

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                        exercisable in full and Director's right to exercise
                        this Grant in full shall expire on the 10th anniversary
                        of the Grant Date.

                  (5)   Other Reason. If Director's status as a member of the
                        Board terminates for any reason other than a reason
                        described in Section 3(b)(1) through Section 3(b)(3),
                        then his or her right under Section 3(a) to exercise
                        this Grant shall expire on the earlier of (a) the first
                        anniversary of the date his or her status as a member of
                        the Board terminates or (b) the 10th anniversary of the
                        Grant Date.

                  (6)   No Duplication. If Director exercises his or her right
                        to purchase any share of Stock under the Option part of
                        this Grant, such exercise automatically shall cancel his
                        or her right to exercise the SAR part of this Grant with
                        respect to such share of Stock and, if Director
                        exercises the SAR part of this Grant with respect to any
                        share of Stock, such exercise automatically shall cancel
                        his or her right to exercise the Option part of this
                        Grant with respect to such share of stock.

            (c)   Definitions.

                  (1)   Change in Control. The term "Change in Control" for
                        purposes of this Certificate shall mean:

                        (a)   a "change in control" of Post of a nature that
                              would be required to be reported in response to
                              Item 6(e) of Schedule 14A for a proxy statement
                              filed under Section 14(a) of the Exchange Act as
                              in effect on the Grant Date.

                        (b)   a "person" (as that term is used in Section
                              14(d)(2) of the Exchange Act) becomes the
                              beneficial owner (as defined in Rule 13d-3 under
                              the Exchange Act) directly or indirectly of
                              securities representing 45% or more of the
                              combined voting power for election of directors of
                              the then outstanding securities of Post;

                        (c)   the individuals who at the beginning of any period
                              of two consecutive years or less (starting on or
                              after the Grant Date) constitute the Board cease
                              for any reason during such period to constitute at
                              least a majority of the Board, unless the election
                              or nomination for election of each new member of
                              the Board was approved by vote of at least
                              two-thirds of the members of such Board then still
                              in office who were

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                              members of such Board at the beginning of such
                              period;

                        (d)   the shareholders of Post approve any
                              reorganization, merger, consolidation or share
                              exchange as a result of which the common stock of
                              Post shall be changed, converted or exchanged into
                              or for securities of another organization (other
                              than a merger with a Post Affiliate or a
                              wholly-owned subsidiary of Post) or any
                              dissolution or liquidation of Post or any sale or
                              the disposition of 50% or more of the assets or
                              business of Post; or

                        (e)   the shareholders of Post approve any
                              reorganization, merger, consolidation or share
                              exchange with another corporation unless (i) the
                              persons who were the beneficial owners of the
                              outstanding shares of the common stock of Post
                              immediately before the consummation of such
                              transaction beneficially own more than 60% of the
                              outstanding shares of the common stock of the
                              successor or survivor corporation in such
                              transaction immediately following the consummation
                              of such transaction and (ii) the number of shares
                              of the common stock of such successor or survivor
                              corporation beneficially owned by the persons
                              described in Section 3(c)(1)(e)(i) immediately
                              following the consummation of such transaction is
                              beneficially owned by each such person in
                              substantially the same proportion that each such
                              person had beneficially owned shares of Post
                              common stock immediately before the consummation
                              of such transaction, provided (iii) the percentage
                              described in Section 3(c)(1)(e)(i) of the
                              beneficially owned shares of the successor or
                              survivor corporation and the number described in
                              Section 3(c)(1)(e)(ii) of the beneficially owned
                              shares of the successor or survivor corporation
                              shall be determined exclusively by reference to
                              the shares of the successor or survivor
                              corporation which result from the beneficial
                              ownership of shares of common stock of Post by the
                              persons described in Section 3(c)(1)(e)(i)
                              immediately before the consummation of such
                              transaction.

                  (2)   Disability. Director's service as a member of the Board
                        shall be treated as terminating by reason of a
                        "Disability" if the Committee determines that his or her
                        service terminated because he or she no longer was able
                        to perform the essential functions of his or her

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                        position as a result of a physical or mental illness
                        with or without a reasonable accommodation by Post with
                        respect to such illness.

                  (3)   Effective Date. The term "Effective Date" for purposes
                        of this Certificate shall mean either the date which
                        includes the "closing" of the transaction which makes a
                        Change in Control effective if the Change in Control is
                        made effective through a transaction which has a
                        "closing" or the date a Change in Control is reported in
                        accordance with applicable law as effective to the
                        Securities and Exchange Commission if the Change in
                        Control is made effective other than through a
                        transaction which has a "closing".

                  (4)   Exchange Act. The term "Exchange Act" for purposes of
                        this Certificate shall mean the Securities Exchange Act
                        of 1934, as amended.

                  (5)   Gross Up Payment. The term "Gross Up Payment" for
                        purposes of this Certificate means a payment to or on
                        behalf of Director which shall be sufficient to pay (a)
                        any excise tax described in Section 10 in full, (b) any
                        federal, state and local income tax and social security
                        and other employment tax on the payment made to pay such
                        excise tax as well as any additional taxes on such
                        payment and (c) any interest or penalties assessed by
                        the Internal Revenue Service on Director which are
                        related to the payment of such excise tax unless such
                        interest or penalties are attributable to Director's
                        willful misconduct or gross negligence.

                  (6)   Vesting Date. The term "Vesting Date" for purposes of
                        this Certificate means the date Director reaches age 72.

            Section 4.  Life of Grant. This Grant shall expire and shall not be
exercisable for any reason on or after the 10th anniversary of the Grant Date.

            Section 5.  Method of Exercise.

            (a)   Option. Director may exercise the Option part of this Grant in
                  whole or in part (to the extent this Grant is otherwise
                  exercisable under Section 3) on any normal business day of
                  Post by (1) delivering to Post a written notice of the
                  exercise of such Option, and (2) simultaneously paying to Post
                  the Option Price. The payment of such Option Price shall be
                  made either in cash, by check acceptable to Post, by delivery
                  to Post of certificates (properly endorsed) for shares of
                  Stock registered in Director's name, which have been held for
                  at least six (6) months and which are acceptable to the

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                  Committee, or in any combination of such cash, check, and
                  Stock which results in payment in full of the Option Price.
                  Stock which is so tendered as payment (in whole or in part) of
                  the Option Price shall be valued at its Fair Market Value on
                  the date the Option part of this Grant is exercised.

            (b)   SAR. Director may exercise the SAR part of this Grant in whole
                  or in part (to the extent this Grant is otherwise exercisable
                  under Section 3) on any normal business day of Post by
                  delivering to Post a written notice of the exercise of such
                  SAR.

            Section 6.  Delivery of Stock.

            (a)   Option. Post shall (subject to Section 16.3 of the Plan)
                  deliver to Director a properly issued certificate for any
                  Stock purchased pursuant to the exercise of all or any portion
                  of the Option part of this Grant as soon as practicable after
                  such exercise, and such delivery shall discharge Post of all
                  of its duties and responsibilities and obligations with
                  respect to the shares of Stock subject to such exercise.

            (b)   SAR. Post, pursuant to any exercise of all or any portion of
                  the SAR part of this Grant, shall compute the excess, if any,
                  of the aggregate Fair Market Value of the shares of Stock
                  subject to such exercise on the date of exercise over the
                  aggregate Option Price for such shares (the "Spread") and
                  shall (subject to Section 16.3 of the Plan) as soon as
                  practicable after such exercise deliver to Director whole
                  shares of Stock equal to the Spread, and such delivery shall
                  discharge Post of all of its duties and responsibilities and
                  obligations with respect to the shares of Stock subject to
                  such exercise. The number of whole shares of Stock delivered
                  shall be determined using the Fair Market Value of a share of
                  Stock on the date the SAR is exercised.

            Section 7.  Nontransferable. No rights under this Grant shall be
transferable by Director other than by will or by the laws of descent and
distribution, and such rights shall be exercisable during Director's lifetime
only by Director. The person or persons, if any, to whom this Grant is
transferred by will or by the laws of descent and distribution shall be treated
after Director's death the same as Director under this Certificate.

            Section 8.  No Right to Continue Service. Neither the Plan, this
Grant, nor any related material shall give Director the right to be nominated or
elected as a member of the Board or as the Chairman of the Board.

            Section 9.  Stockholder Status. Director shall have no rights as a
stockholder with respect to any shares of Stock subject to this Grant until such
shares have been duly issued and

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delivered to Director, and no adjustment shall be made for dividends of any
rights or any kind or description whatsoever or for distributions of other
rights of any kind or description whatsoever respecting such Stock, except as
expressly set forth in the Plan.

            Section 10. Tax Protection. If Post or Post's independent
accountants (which shall consider such issue upon the reasonable request of
Director) determine that any acceleration of the right to exercise this Option
and any other benefits called for under this Certificate together with any other
payments and benefits made available to Director by Post or a Post Affiliate
will result in Director being subject to an excise tax under Section 4999 of the
Code or if such an excise tax is assessed against Director as a result of any
such payments and other benefits, Post shall make a Gross Up Payment to or on
behalf of Director as and when any such determination or assessment is made,
provided Director takes such action (other than waiving Director's right to any
payments or benefits in excess of the payments or benefits which Director has
expressly agreed to waive under this Section 10) as Post reasonably requests
under the circumstances to mitigate or challenge such tax; provided, however, if
Post or Post's independent accountants make such a determination and, further,
determine that Director will not be subject to any such excise tax if Director
waives Director's right to receive a part of such payments or benefits and such
part does not exceed $25,000, Director shall irrevocably waive Director's right
to receive such part if an independent accountant or lawyer retained by Director
and paid by Post agrees with the determination made by Post or Post's
independent accountants with respect to the effect of such reduction in payments
or benefits. Any determinations under this Section 10 shall be made in
accordance with Section 280G of the Code and any applicable related regulations
(whether proposed, temporary or final) and any related Internal Revenue Service
rulings and any related case law and, if Post reasonably requests that Director
take action to mitigate or challenge, or to mitigate and challenge, any such tax
or assessment (other than waiving Director's right to any payments or benefits
in excess of the payments or benefits which Director has expressly agreed to
waive under this Section 10) and Director complies with such request, Post shall
provide Director with such information and such expert advice and assistance
from Post's independent accountants, lawyers and other advisors as Director may
reasonably request and shall pay for all expenses incurred in effecting such
compliance and any related fines, penalties, interest and other assessments.

            Section 11. Other Laws. Post shall have the right to refuse to issue
or transfer any Stock under this Grant if Post, acting in its absolute
discretion, determines that the issuance or transfer of such Stock might violate
any applicable law or regulation, and any payment tendered in such event to
exercise the Option part of this Grant shall be promptly refunded to Director,
and Post at that point shall have the right to cancel the Option part of this
Grant or to take such other action with respect to this Grant as Post deems
appropriate under the circumstances.

            Section 12. Governing Law. The Plan and this Grant shall be governed
by the laws of the State of Georgia.

            Section 13. Binding Effect. This Grant shall be binding upon Post
and Director and their respective heirs, executors, administrators and
successors.

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            Section 14. References. Any references to sections (Section) in this
Certificate shall be to sections (Section) of this Certificate unless otherwise
expressly stated as part of such reference.

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                           OPTION OR SAR EXERCISE FORM

                             (To be used by Director
                    to exercise the rights to purchase Stock
        evidenced by the foregoing Option or to exercise the related SAR)

TO: Post Properties, Inc.

Please check either (a), (b) or (c).

[ ]    (a) The Undersigned hereby exercises his/her right to purchase
_____________ shares of Stock covered by the Option grant evidenced by attached
Certificate in accordance with the terms and conditions thereof, and herewith
makes payment of the Option Price of such shares in full; or

[ ]    (b) The Undersigned hereby exercises the SAR evidenced by the attached
Certificate with respect to _____________ shares of Stock covered by the SAR
grant in accordance with the terms and conditions thereof; or

[ ]    (c) The Undersigned hereby exercises (1) his/her right to purchase
_____________ shares of such Stock covered by such Option and herewith makes
payment of the Option Price of such shares in full and (2) the SAR with respect
to _____________ shares of such Stock.


If the Undersigned wants shares electronically transferred to a brokerage
account, please attach appropriate transfer instructions to this form.

                                          _____________________________________
                                          Signature

                                          _____________________________________

                                          _____________________________________
                                          Address

Dated ____________________

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