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Page§ 1.
    
    BACKGROUND AND PURPOSE
    
    
    1§ 2.
    
    DEFINITIONS
    
    
    12.1.
    
    
    Affiliate
    
    
    12.2.
    
    
    Board
    
    
    12.3.
    
    
    Change in Control
    
    
    12.4.
    
    
    Code
    
    
    22.5.
    
    
    Committee
    
    
    22.6.
    
    
    Director
    
    
    22.7.
    
    
    Executive Committee Member
    
    
    22.8.
    
    
    Fair Market Value
    
    
    22.9.
    
    
    Insider
    
    
    32.10.
    
    
    ISO
    
    
    32.11.
    
    
    Key Employee
    
    
    32.12.
    
    
    NQO
    
    
    32.13.
    
    
    Option
    
    
    32.14.
    
    
    Option Certificate
    
    
    32.15.
    
    
    Option Price
    
    
    42.16.
    
    
    Original Plan
    
    
    42.17.
    
    
    Parent Corporation
    
    
    42.18.
    
    
    Plan
    
    
    42.19.
    
    
    Post
    
    
    42.20.
    
    
    Restricted Stock
    
    
    42.21.
    
    
    Restricted Stock Certificate
    
    
    42.22.
    
    
    Rule 16b-3
    
    
    42.23.
    
    
    Stock
    
    
    42.24.
    
    
    Subsidiary
    
    
    42.25.
    
    
    Surrendered Shares
    
    
    52.26.
    
    
    Ten Percent Shareholder
    
    
    5§ 3.
    
    SHARES RESERVED UNDER PLAN
    
    
    5§ 4.
    
    EFFECTIVE DATE
    
    
    6§ 5.
    
    COMMITTEE
    
    
    6§ 6.
    
    ELIGIBILITY
    
    
    7§ 7.
    
    OPTIONS
    
    
    77.1.
    
    
    Committee Action
    
    
    77.2.
    
    
    $100,000 Limit
    
    
    87.3.
    
    
    Grants to Directors
    
    
    9(a)     Initial Grant
    
    
    9(b)     Ongoing Grants
    
    
    9(c)     Option Certificates
    
    
    97.4.
    
    
    Option Price
    
    
    107.5.
    
    
    Exercise Period
    
    
    117.6.
    
    
    Nontransferability
    
    
    11




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Page7.7.
    
    
    Surrender of Options
    
    
    12(a)     General Rule
    
    
    12(b)     Procedure
    
    
    12(c)     Payment
    
    
    12(d)     Restrictions
    
    
    13§ 8.
    
    RESTRICTED STOCK
    
    
    148.1.
    
    
    Committee Action
    
    
    148.2.
    
    
    Conditions
    
    
    14(a)     Conditions to Issuance of Stock
    
    
    14(b)     Conditions to Forfeit Stock
    
    
    148.3.
    
    
    Dividends and Voting Rights
    
    
    168.4.
    
    
    Satisfaction of Forfeiture Conditions;
Provision for Income and Excise Taxes
    
    
    178.5.
    
    
    Director Stock
    
    
    17§ 9.
    
    SECURITIES REGISTRATION
    
    
    19§ 10.
    
    LIFE OF PLAN
    
    
    19§ 11.
    
    ADJUSTMENT
    
    
    2011.1.
    
    
    Capital Structure
    
    
    2011.2.
    
    
    Mergers
    
    
    2111.3.
    
    
    Fractional Shares
    
    
    21§ 12.
    
    SALE OR MERGER OF POST; CHANGE IN CONTROL
    
    
    2212.1.
    
    
    Sale or Merger
    
    
    2212.2.
    
    
    Change in Control
    
    
    23§ 13.
    
    AMENDMENT OR TERMINATION
    
    
    23§ 14.
    
    MISCELLANEOUS
    
    
    2414.1.
    
    
    Shareholder Rights
    
    
    2414.2.
    
    
    No Contract of Employment
    
    
    2514.3.
    
    
    Withholding
    
    
    2514.4.
    
    
    Construction
    
    
    2514.5.
    
    
    Other Conditions
    
    
    26




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BACKGROUND AND PURPOSE
  DEFINITIONS
 Affiliate
 Board
 Change in Control




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Code
 Committee
 Director
 Executive Committee Member
 Fair Market Value The Wall Street Journal
 -2-




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The Wall Street Journal
 Insider
 ISO
 Key Employee
 NQO
 Option
 Option Certificate
 -3-




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Option Price
 Original Plan
 Parent Corporation
 Plan
 Post
 Restricted Stock
 Restricted Stock Certificate
 Rule 16b-3
 Stock
 Subsidiary
 -4-




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Surrendered Shares
 Ten Percent Shareholder
 SHARES RESERVED UNDER PLAN
  -5-




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EFFECTIVE DATE
  COMMITTEE
  -6-




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ELIGIBILITY
  OPTIONS
 Committee Action
 (a)
    
    the Committee shall not grant a new Option in
exchange for the cancellation of an outstanding Option unless the new
Option has an Option Price which is equal to or higher than the Option
Price of the outstanding Option,(b)
    
    the Committee shall only grant ISOs to Key
Employees who are employed by Post or a Subsidiary, and
 -7-




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(c)
    
    the Committee shall not grant an Option, or
more than one Option, individually or collectively, to any Key
Employee in any calendar year to purchase more than 100,000 shares of
Stock or, if such Key Employee is an Executive Committee Member in such
calendar year, more than 500,000 shares of Stock; provided, however,
that the Committee in 1998 may grant an Option to a Key Employee to
purchase up to 50,000 shares of Stock in addition to the number
described in this § 7.1(c)(1) and § 7.1(c)(2), whichever is applicable,
if the Committee deems such grant as appropriate in light of a
reduction in such Key Employees cash compensation for 1998.
  $100,000 Limit
 -8-




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Grants to Directors
 Initial Grant
 Ongoing Grants
 Option Certificates
 -9-




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Option Price.
 -10-




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Exercise Period
     Nontransferability.
 -11-




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Surrender of Options.
 General Rule
 (1)
    
    the Fair Market Value of the Stock subject to
such Option exceeds the Option Price for such Stock, and(2)
    
    the Option to purchase such Stock is otherwise
exercisable.
  Procedure
 Payment
 -12-




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Restrictions
 -13-




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RESTRICTED STOCK
 Committee Action
 Conditions
 Conditions to Issuance of Stock
 Conditions to Forfeit Stock
 -14-




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-15-




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Dividends and Voting Rights
 -16-




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Satisfaction of Forfeiture Conditions; Provision for Income and Excise Taxes
 Director Stock
 -17-




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-18-




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SECURITIES REGISTRATION
  LIFE OF PLAN
  (3)
    
    July 12, 2003, in which event this Plan
otherwise thereafter shall continue in effect until all outstanding
Options have been surrendered or exercised in full or no longer are
exercisable and all Restricted Stock granted under this Plan
 -19-




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has been forfeited or the forfeiture conditions on such Stock have
been satisfied in full, or(4)
    
    the date on which all of the Stock reserved
under § 3 of this Plan has (as a result of the surrender or exercise of
Options granted under this Plan or the satisfaction of the forfeiture
conditions on Restricted Stock) been issued or no longer is available
for use under this Plan, in which event this Plan also shall terminate
on such date.
 ADJUSTMENT
 Capital Structure
 -20-




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Mergers
 Fractional Shares
 -21-




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SALE OR MERGER OF POST; CHANGE IN CONTROL
 Sale or Merger
 -22-




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Change in Control
 AMENDMENT OR TERMINATION
  -23-




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(5)
    
    no such amendment shall be made absent the
approval of the shareholders of Post required under § 422 of the Code
(a) to increase the number of shares of stock reserved under § 3, or
(b) to change the class of employees eligible for Options or Restricted
Stock grants under § 6, and(6)
    
    no amendment shall be made to change the terms
and conditions of an Option which can be granted to a Director absent
the approval of the shareholders of Post.
  MISCELLANEOUS
 Shareholder Rights
 -24-




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No Contract of Employment
 Withholding
 Construction
 -25-




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Other Conditions
  POST PROPERTIES, INC.By:
    /s/ John A. WilliamsTitle:
    ChairmanDate:
    February 19, 1998 -26-