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                                                                   EXHIBIT 10.46

                              POST PROPERTIES, INC.

                            2003 INCENTIVE STOCK PLAN

                    FORM OF RESTRICTED STOCK AWARD AGREEMENT

                                      GRANT
                              (THREE YEAR VEST)(1)

This Restricted Stock Award Agreement evidences the grant by Post Properties,
Inc., a Georgia corporation ("Post"), in accordance with the Post Properties,
Inc. 2003 Incentive Stock Plan ("Plan"), of ___________ shares of restricted
common stock (the "Restricted Stock") to ___________ ("Key Employee"). This
Restricted Stock grant is granted effective as of ___________, which shall be
referred to as the "Grant Date."

                                POST PROPERTIES, INC.



                                By:
                                   -------------------------------------
                                   David P. Stockert
                                   President and Chief Executive Officer

                              TERMS AND CONDITIONS

         SECTION 1. PLAN AND AWARD AGREEMENT. This Restricted Stock grant is
subject to all of the terms and conditions set forth in this Restricted Stock
Award Agreement and in the Plan, and if a determination is made that any term or
condition set forth in this Restricted Stock Award Agreement is inconsistent
with the Plan, the Plan shall control. All of the capitalized terms not
otherwise defined in this Restricted Stock Award Agreement shall have the same
meaning in this Restricted Stock Award Agreement as in the Plan. A copy of the
Plan will be available to Key Employee upon written request to the corporate
Secretary of Post.

         SECTION 2. STOCKHOLDER STATUS. Key Employee shall have an immediate
right to receive cash dividends on all of the shares of Restricted Stock while
the shares remain subject to forfeiture under Section 3 and in addition shall
have the right to vote such shares. If Key Employee forfeits shares under
Section 3, Key Employee shall at the same time forfeit Key Employee's right to
vote the shares and to receive cash dividends paid with respect to the shares.
Any stock dividends or other distributions of property made with respect to
shares that remain subject to forfeiture under Section 3 shall be held by Post,
and Key Employee's rights to receive such dividends or other property shall vest
under Section 3 at the same time as the shares with respect to which the
dividends or other property are attributable. Except for the right to receive
cash dividends and vote described in this Section 2, Key Employee shall have no
rights as a stockholder with respect to any shares of Restricted Stock under
this Restricted Stock Award Agreement until such shares have vested under
Section 3.

         SECTION 3. FORFEITURE AND VESTING. Key Employee shall vest in the
Restricted Stock as follows:

         (a)      One-third of the shares of Restricted Stock (rounding down to
                  the nearest whole number) shall vest on ___________, provided
                  Key Employee remains an employee of Post or a Subsidiary or
                  Affiliate of Post from the Grant Date through such date;

         (b)      one-third of the shares of Restricted Stock (rounding down to
                  the nearest whole number) shall vest on ___________, provided
                  Key Employee remains an employee of Post or a Subsidiary or
                  Affiliate of Post from the Grant Date through such date;

         (c)      the balance of the shares of Restricted Stock shall vest on
                  ___________, provided Key Employee remains an employee of Post
                  or a Subsidiary or Affiliate of Post from the Grant Date
                  through such date;

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(1) Vesting terms are generally three years, but may vary.

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If Key Employee's employment terminates for any reason before shares of
Restricted Stock vest, Key Employee shall forfeit the unvested shares. A
transfer of employment between Post and a Subsidiary or Affiliate of Post or
between Subsidiaries and Affiliates of Post shall not be treated as a
termination of employment under this Section 3.

         SECTION 4. STOCK CERTIFICATES. Post shall issue a stock certificate for
the shares of Restricted Stock in the name of Key Employee upon Key Employee's
execution of the irrevocable stock power in favor of Post attached hereto as
Exhibit A. The Secretary of Post shall hold the stock certificate representing
such shares and any distributions made with respect to such shares (other than
cash dividends) until such time as the shares have vested or have been
forfeited. As soon as practicable after each vesting date, Post shall issue to
Key Employee a stock certificate reflecting the shares that have vested and
become nonforfeitable on such date (together with any distributions made with
respect to the shares that have been held by Post). If shares are forfeited, the
shares (together with any distributions made with respect to the shares that
have been held by Post) automatically shall revert back to Post.

         SECTION 5. NONTRANSFERABLE. No rights granted under this Restricted
Stock Award Agreement shall be transferable by Key Employee other than by will
or the laws of descent and distribution. The person or persons, if any, to whom
the Restricted Stock is transferred by will or by the laws of descent and
distribution shall be treated after Key Employee's death the same as Key
Employee under this Restricted Stock Award Agreement.

         SECTION 6. WITHHOLDING. Key Employee's signing of this Restricted Stock
Award Agreement shall constitute Key Employee's consent and agreement for any
tax withholding required as a result of the transfer of the shares of Restricted
Stock to Key Employee or any dividends or other payments made with respect to
the shares of Restricted Stock to be withheld from his or her regular cash
compensation, from the shares of Restricted Stock or pursuant to such other
means as Post deems reasonable and appropriate under the circumstances.

         SECTION 7. OTHER LAWS. Post shall have the right to refuse to transfer
shares of Restricted Stock to Key Employee if Post acting in its absolute
discretion determines that the transfer of such shares might violate any
applicable law or regulation.

         SECTION 8. NO RIGHT TO CONTINUE SERVICE. Neither the Plan, this
Restricted Stock Award Agreement, nor any related material shall give Key
Employee the right to continue in employment with Post or a Subsidiary or
Affiliate of Post or shall adversely affect the right of Post or any Subsidiary
or Affiliate of Post to terminate Key Employee's employment with or without
cause at any time.

         SECTION 9. GOVERNING LAW. The Plan and this Restricted Stock Award
Agreement shall be governed by the laws of the State of Georgia.

         SECTION 10. BINDING EFFECT. This Restricted Stock Award Agreement shall
be binding upon Post and Key Employee and their respective heirs, executors,
administrators and successors.

         SECTION 11. HEADINGS AND SECTIONS. The headings contained in this
Restricted Stock Award Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Restricted Stock Award
Agreement. All references to sections in this Restricted Stock Award Agreement
shall be to sections of this Restricted Stock Award Agreement.

                                    I HEREBY ACCEPT AND AGREE TO THE
                                    TERMS AND CONDITIONS SET FORTH IN THIS
                                    RESTRICTED STOCK AWARD AGREEMENT.



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


                                    --------------------------------------
                                    Key Employee
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                                    EXHIBIT A

                             IRREVOCABLE STOCK POWER
                                     FOR THE
                              POST PROPERTIES, INC.
                            2003 INCENTIVE STOCK PLAN


         As a condition to the issuance to the undersigned of a stock
certificate for the ___________ shares of restricted common stock subject to the
Restricted Stock Award Agreement made to the undersigned as of ___________ under
the Post Properties, Inc. 2003 Incentive Stock Plan, or Plan, as evidenced by
the related Restricted Stock Award Agreement, the undersigned hereby executes
this Irrevocable Stock Power in order to sell, assign and transfer to Post
Properties, Inc. the Restricted Stock subject to such Restricted Stock Award
Agreement for purposes of effecting any forfeiture called for under Section 3 of
the related Restricted Stock Award Agreement and does hereby irrevocably give
Post Properties, Inc. the power (without any further action on the part of the
undersigned) to transfer such Restricted Stock on the books and records of Post
Properties, Inc. back to Post Properties, Inc. to effect any such forfeiture.
This Irrevocable Stock Power shall expire automatically with respect to the
Restricted Stock subject to such Restricted Stock Award Agreement on the date
such Restricted Stock is no longer subject to forfeiture under Section 3 of the
related Restricted Stock Award Agreement or, if earlier, immediately after such
a forfeiture has been effected with respect to such shares of Stock.



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                                        Signature

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                                        Print Name

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                                        Date