<PAGE>   1
                                                                   EXHIBIT 10.35


                POST PROPERTIES, INC. DEFERRED COMPENSATION PLAN
                 FOR DIRECTORS AND EXECUTIVE COMMITTEE MEMBERS
                            AS AMENDED AND RESTATED
                                EFFECTIVE AS OF
                                JANUARY 1, 2000


<PAGE>   2


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----

<S>                                                                                                            <C>
ss. 1. PURPOSE....................................................................................................1
       -------


ss. 2. DEFINITIONS................................................................................................1
       -----------

         2.1      Account.........................................................................................1
         2.2      Base Salary.....................................................................................1
         2.3      Beneficiary.....................................................................................2
         2.4      Board...........................................................................................2
         2.5      Bonus...........................................................................................2
         2.6      Change in Control...............................................................................2
         2.7      Disability......................................................................................3
         2.8      Distribution Subaccount.........................................................................3
         2.9      Distribution Election Date......................................................................3
         2.10     Director........................................................................................3
         2.11     Executive Committee Member......................................................................4
         2.12     Meeting Fees....................................................................................4
         2.13     MPIP............................................................................................4
         2.14     1934 Act........................................................................................4
         2.15     Participating Employer..........................................................................4
         2.16     Post............................................................................................4
         2.17     Post Apartment Homes............................................................................4
         2.18     Post Stock......................................................................................5
         2.19     Retainer........................................................................................5

ss. 3. DEFERRAL ELECTIONS.........................................................................................5
       ------------------

         3.1      Initial Election................................................................................5
                  (a)      First Term Directors...................................................................5
                  (b)      Executive Committee Members............................................................6
         3.2      Annual Deferral Elections.......................................................................8
         3.3      Automatic Election Extension....................................................................8
         3.4      Account Credits.................................................................................8
                  (a)      Director...............................................................................8
                  (b)      Executive Committee Member.............................................................9
         3.5      Participating Employer..........................................................................9

ss. 4. ACCOUNT ADJUSTMENTS.......................................................................................10
       -------------------

         4.1      Alternatives...................................................................................10
         4.2      Elections......................................................................................10
         4.3      Adjustments....................................................................................11
</TABLE>


<PAGE>   3


<TABLE>
<S>                                                                                                              <C>
ss. 5. DISTRIBUTION ELECTION DATE................................................................................11
       --------------------------

         5.1      General Rule...................................................................................11
         5.2      Death or Disability............................................................................12
         5.3      Change in Control..............................................................................12

ss. 6. DISTRIBUTIONS.............................................................................................13
       -------------

         6.1      General........................................................................................13
         6.2      Distribution Forms.............................................................................13
                  (a)      Standard Lump Sum.....................................................................13
                  (b)      Five Annual Installments..............................................................14
                  (c)      Ten Annual Installments...............................................................14
         6.3      Hardships......................................................................................15
         6.4      Beneficiary....................................................................................16
                  (a)      Designation...........................................................................16
                  (b)      Distribution..........................................................................17
         6.5      Post Stock.....................................................................................17
         6.6      General Assets.................................................................................18
                  (a)      Director..............................................................................18
                  (b)      Executive Committee Member............................................................18

ss. 7. MISCELLANEOUS.............................................................................................18
       -------------

         7.1      Making and Revoking Elections..................................................................19
         7.2      No Liability...................................................................................19
         7.3      No Assignment; Binding Effect..................................................................19
         7.4      Construction...................................................................................19
         7.5      No Contract of Employment......................................................................20
         7.6      Amendment and Termination......................................................................20
         7.7      Administration.................................................................................20
         7.8      Effective Date.................................................................................21
</TABLE>


                                     -ii-
<PAGE>   4


                                    ss. 1.
                                    PURPOSE

         The purpose of this Plan is to provide a mechanism under which (i) a
Director can elect to defer the payment of all or a portion of his or her
Meeting Fees and Retainer or his or her Meeting Fees or Retainer until his or
her Distribution Election Date, (ii) an Executive Committee Member can elect to
defer the payment of all or a portion of his or her Bonus and Base Salary or
Bonus or Base Salary until his or her Distribution Election Date and (iii) Post
can pay the amounts deferred as adjusted to track the investment performance of
the investment alternative elected by the Director or Executive Committee
Member.

                                    ss. 2.
                                  DEFINITIONS

         2.1 Account -- means the bookkeeping account which shall be maintained
by Post for each Director and for each Executive Committee Member as part of
Post's books and records to show as of any date the interest, if any, of each
Director and each Executive Committee Member in this Plan, and each Account
shall consist of one, or more than one, Distribution Subaccount, depending on
whether the Director or Executive Committee Member has elected one, or more
than one, Distribution Election Date.

         2.2 Base Salary -- means an Executive Committee Member's base salary
which is payable by Post, Post Apartment Homes or any other Participating
Employer.


<PAGE>   5


         2.3 Beneficiary -- means the person or persons designated as such in
accordance with ss. 6.4.

         2.4 Board -- means the Board of Directors of Post.

         2.5 Bonus -- means an Executive Committee Member's annual bonus which
is payable by Post, Post Apartment Homes or any other Participating Employer
under the MPIP.

         2.6 Change in Control -- means (1) 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 1934 Act,
(2) a "person" (as that term is used in Section 14(d)(2) of the 1934 Act)
becomes after the effective date of this Plan the beneficial owner (as defined
in Rule 13d-3 under the 1934 Act) directly or indirectly of securities
representing 50% or more of the combined voting power for election of directors
of the then outstanding securities of Post, (3) the individuals who at the
beginning of any period of two consecutive years or less 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 the
Board then still in office who were members of the Board at the beginning of
such period, (4) the shareholders of Post approve any dissolution or
liquidation of Post or any sale or disposition of 50% or more of the assets or
business of Post or (5) the shareholders of Post approve a merger or
consolidation to which Post is a party (other than a merger or consolidation
with a wholly-owned subsidiary of Post) or a share exchange in which Post shall
exchange Post shares for shares of another corporation as a result of which the
persons who


                                      -2-
<PAGE>   6


were shareholders of Post immediately before the effective date of such merger,
consolidation or share exchange shall have beneficial ownership of less than
50% of the combined voting power for election of directors of the surviving
corporation following the effective date of such merger, consolidation or share
exchange.

         2.7 Disability -- means any condition which qualifies a Director or an
Executive Committee Member for long term disability benefits under any plan
maintained by Post which provides long term disability benefits to participants
or which Post determines would qualify a Director or an Executive Committee
Member for such benefits if he or she was a participant in such plan.

         2.8 Distribution Subaccount -- means a subaccount which shall be
maintained as part of each Director's Account and each Executive Committee
Member's Account which shows his or her interest in this Plan which is
scheduled to be distributed as of the same Distribution Election Date.

         2.9 Distribution Election Date -- means the distribution date
described in ss. 5 as applicable to each Distribution Subaccount.

         2.10 Director -- means any person (other than a person who is an
employee of Post, Post Apartment Homes or any other Participating Employer) who
has been elected a member of the Board and any former member of the Board for
whom an Account is maintained under this Plan.

         2.11 Executive Committee Member -- means an employee of Post, Post
Apartment Homes or any other Participating Employer who is a member of Post's
Executive Committee and any former member of Post's Executive Committee for
whom an Account is maintained under this Plan.


                                      -3-
<PAGE>   7


         2.12 Meeting Fees -- means the fees which are payable to a Director
exclusively for attending a meeting of the Board or a meeting of a committee of
the Board.

         2.13 MPIP -- means the Post Management Performance Incentive Plan as
in effect from time to time and any successor to such plan.

         2.14 1934 Act -- means the Securities Exchange Act of 1934, as
amended.

         2.15 Participating Employer -- means Post, Post Apartment Homes, and
any organization related to Post or to Post Apartment Homes which pays, or has
an obligation to pay, all or a part of an Executive Committee Member's Bonus or
Base Salary and which effects such payments through, or which has such payments
processed by, Post Apartment Homes.

         2.16 Post -- means Post Properties, Inc., a Georgia corporation, and
any successor to such corporation. 2.17 Post Apartment Homes -- means Post
Apartment Homes, L.P., a Georgia limited partnership, and any successor to such
partnership.

         2.17 Post Apartment Homes -- means Post Apartment Homes, L.P., a
Georgia limited partnership, and any successor to such partnership.

         2.18 Post Stock -- means the common stock of Post, par value $.01 per
share.

         2.19 Retainer -- means all fees which are payable to a Director for
services as a member of the Board except Meeting Fees.


                                      -4-
<PAGE>   8


                                    ss. 3.
                               DEFERRAL ELECTIONS

         3.1 Initial Election

         (a) First Term Directors.

                  (1)      A person who is nominated for election as a Director
                           (other than a person who was a Director immediately
                           before such nomination) shall have the right at any
                           time before the effective date of his or her
                           election to the Board to elect on the form provided
                           for this purpose to defer the payment of all or a
                           portion of his or her Meeting Fees and Retainer or
                           Meeting Fees or Retainer which are otherwise payable
                           during the first calendar year he or she serves as a
                           Director. Any deferral election which is made by a
                           person before the effective date of his or her
                           election to the Board and not revoked before such
                           effective date shall become irrevocable on the
                           effective date of the Director's election to the
                           Board, and an election once irrevocable shall remain
                           irrevocable through the end of the calendar year
                           which includes such effective date.

                  (2)      A person who is elected in any calendar year as a
                           Director (other than a person who was a Director
                           immediately before such election or who made an
                           effective election under ss. 3.1(a)(1)) shall have
                           the right at any time before the end of


                                      -5-
<PAGE>   9


                           the 60-day period immediately following the
                           effective date of his or her election to the Board
                           to elect on the form provided for this purpose to
                           defer the payment of all or a portion of his or her
                           Meeting Fees and Retainer or Meeting Fees or
                           Retainer, if any, which are otherwise payable after
                           the date his or her deferral election under this ss.
                           3.1(a)(2) becomes effective. Any such deferral
                           election which is made and not revoked before the
                           end of such 60-day period shall become effective and
                           irrevocable immediately after the end of such 60-day
                           period, and a deferral election once effective shall
                           remain irrevocable through the end of the calendar
                           year which includes the effective date of such
                           deferral election.

         (b) Executive Committee Members

                  (1)      New Executive Committee Member. A person who Post
                           designates as an Executive Committee Member for the
                           first time shall have the right at any time before
                           the end of the 60-day period immediately following
                           the effective date of such designation to elect on
                           the form provided for this purpose (A) to defer the
                           payment of all or a portion of his or her Base
                           Salary, if any, which is payable after the date his
                           or her deferral election under this ss. 3.1(b)(1)
                           becomes effective and (B) to defer a portion of his
                           or her Bonus which is payable for the calendar year
                           in which such election


                                      -6-
<PAGE>   10


                           becomes effective, and such portion of such Bonus
                           shall not exceed a fraction of such Bonus, the
                           numerator of which shall be the number of full
                           calendar months remaining in such calendar year
                           after such election becomes effective and the
                           denominator of which shall be 12. Any such deferral
                           election which is made and not revoked before the
                           end of such 60-day period shall become effective and
                           irrevocable immediately after the end of such 60-day
                           period, and a deferral election once effective shall
                           remain irrevocable through the end of the calendar
                           year which includes the effective date of such
                           deferral election.

                   (2)     Effective Date Start-Up Election. Post shall
                           provide each person who will be an Executive
                           Committee Member on January 1, 2000 the opportunity
                           before January 1, 2000 to elect on the form provided
                           for this purpose to defer the payment of all or a
                           portion of his or her Base Salary which is otherwise
                           payable after December 31, 1999. Any such deferral
                           election which is made and not revoked before
                           January 1, 2000 shall be effective and irrevocable
                           on January 1, 2000, and a deferral election once
                           effective shall remain irrevocable through the end
                           of the calendar year which includes the effective
                           date of such deferral election.

         3.2 Annual Deferral Elections. A person who is a Director or an
Executive Committee Member shall have the right before the beginning of any
calendar


                                      -7-
<PAGE>   11


year to elect on the form provided for this purpose to defer the payment of all
or a portion of his or her Bonus and Base Salary or Bonus or Base Salary,
Meeting Fees and Retainer or Meeting Fees or Retainer which are otherwise
payable during such calendar year or, with respect to a Bonus, which is payable
for such calendar year. Any election which is made and which is not revoked
before the beginning of such calendar year shall become irrevocable on the
first day of such calendar year and shall remain irrevocable through the end of
such calendar year.

         3.3 Automatic Election Extension. If a Director or an Executive
Committee Member has made a deferral election under either ss. 3.1 or ss. 3.2
for any calendar year and has not revoked such election before the beginning of
any subsequent calendar year, such election automatically shall remain in
effect for such subsequent calendar year and, further, automatically shall be
irrevocable during such subsequent calendar year.

         3.4 Account Credits.

         (a)      Director. The Meeting Fees and Retainer or Meeting Fees or
                  Retainer which a Director elects to defer under this ss. 3
                  shall be credited to his or to her Account as of the date
                  Post determines that such fees otherwise would have been
                  payable directly to the Director if no election had been made
                  under this ss. 3.

         (b)      Executive Committee Member. Any Bonus and Base Salary or
                  Bonus or Base Salary for any calendar year which an Executive
                  Committee Member elects to defer under this ss. 3 shall be
                  credited to his or her Account as of the date Post determines
                  such Bonus


                                      -8-
<PAGE>   12


                  and Base Salary or Bonus or Base Salary otherwise would have
                  been payable directly to the Executive Committee Member if no
                  election had been made under this ss. 3.

         3.5 Participating Employer. If an Executive Committee Member makes a
deferral election under this ss. 3 with respect to his or her Base Salary and
Bonus or Base Salary or Bonus, Post shall direct each Participating Employer
otherwise responsible for the payment of all or a part of such Base Salary or
Bonus to defer the payment of such Base Salary or Bonus (to the extent
otherwise payable by such Participating Employer) in accordance with the terms
of this Plan and any related deferral election made under this ss. 3 by such
Executive Committee Member. Similarly, if an Executive Committee Member amends
or terminates any such election under this ss. 3, Post shall direct each
Participating Employer otherwise responsible for the payment of all or a part
of such Base Salary or Bonus to take whatever action is necessary or
appropriate under this Plan to effect such amended or terminated election.

                                    ss. 4.
                              ACCOUNT ADJUSTMENTS

         4.1 Alternatives. Post from time to time shall select one, or more
than one, benchmark investment alternative, including Post Stock, that a
Director or an Executive Committee Member can elect under ss. 4.2 that Post use
to make adjustments to his or her Account as if the credits to such Account had
been invested in such benchmark investment alternative and there were no
commissions or other changes of any kind incurred with respect to the purchase,
holding or sale of such investment.


                                      -9-
<PAGE>   13


Thus his or her Account shall be adjusted for increases and decreases in the
market value of the benchmark investment alternative and for any dividends or
any other distributions made with respect to the benchmark investment
alternative as if the Account actually had been invested in such benchmark
investment alternative. Post may establish limits on the portion of an Account
that a Director or an Executive Committee Member can elect that Post use with
respect to any single benchmark investment alternative, and Post may change the
benchmark investment alternatives available under this ss. 4 at any time or
from time to time with or without advance notice to a Director or an Executive
Committee Member.

         4.2 Elections. Each Director and Executive Committee Member shall have
the right to make and to change a benchmark investment alternative election
under this ss. 4 in accordance with such procedures as established by Post or
Post's delegate from time to time, and Post or Post's delegate shall have the
right to change such procedures at any time with or without notice to any
Director or Executive Committee Member. Furthermore, if a Director or an
Executive Committee Member fails to timely make a benchmark investment
alternative election, Post shall have the right either to disregard his or her
deferral election under ss. 3 until such an election is made or to make such an
election on behalf of the Director or Executive Committee Member.

         4.3 Adjustments. Post or Post's delegate shall adjust the credits to
each Distribution Subaccount for any earnings and losses as if such credits
actually had been invested in a benchmark investment alternative in accordance
with the Director's or Executive Committee Member's election under this ss. 4.


                                     -10-
<PAGE>   14


                                    ss. 5.
                           DISTRIBUTION ELECTION DATE

         5.1 General Rule. Each Director and each Executive Committee Member as
part of each deferral election under ss. 3 shall elect the date as of which he
or she desires that the Distribution Subaccount attributable to such deferrals
be distributed, and such date shall be either

         (a)      a January 1 of a specified calendar year after calendar year
                  2000,

         (b)      the date he or she reaches a specified age,

         (c)      the date as of which his or her status as a Director
                  terminates or the date he or she is no longer employed by
                  Post, Post Apartment Homes or any other Participating
                  Employer,

         (d)      the fifth anniversary of the date described in ss. 5.1(c),

         (e)      the later of the dates described in ss. 5(a), ss. 5(b), ss.
                  5.1(c) or ss. 5(d), or

         (f)      the earlier of the dates described in ss. 5(a), ss. 5(b), ss.
                  5.1(c) or ss. 5(d).

Any date described in ss. 5.1(a), ss. 5.1(b), ss. 5.1(c), ss. 5.1(d), ss.
5.1(e) or ss. 5.1(f) shall be referred to in this Plan as a "Distribution
Election Date". No Director or Executive Committee Member shall have the right
to change a Distribution Election Date for any deferrals after the date the
related deferral election becomes irrevocable under ss. 3. If a Director or
Executive Committee Member fails to elect the date as of which any of his or
her Distribution Subaccounts shall be distributed, such Distribution Subaccount
shall be distributed on the date described in ss. 5.1(c).


                                     -11-
<PAGE>   15


         5.2 Death or Disability. The date as of which a Director's status as
such terminates as a result of his or her death or Disability or the date an
Executive Committee Member is no longer employed by Post, Post Apartment Homes
or any other Participating Employer as a result of his or her death or
Disability automatically shall be treated as his or her Distribution Election
Date for each Distribution Subaccount in his or her Account without regard to
the Distribution Election Date which the Director or Executive Committee Member
actually had elected under ss. 5.1.

         5.3 Change in Control. Each Director and each Executive Committee
Member shall have the right to elect on the form provided for this purpose that
the date of a Change in Control of Post shall be treated as his or her
Distribution Election Date for his or her entire Account. An election under
this ss. 5.3 may be made at any time and may be revoked at any time. If such an
election is in effect on January 1, 2000 or, if later, the date which is one
year before the date of such Change in Control, his or her entire Account shall
be paid in cash in a lump sum to the Director or Executive Committee Member on,
or as soon as practicable after, the date of such Change in Control even if the
Director or Executive Committee Member had subsequently revoked such election.

                                    ss. 6.
                                 DISTRIBUTIONS

         6.1 General. The balance credited to a Director's or Executive
Committee Member's Distribution Subaccount shall first become distributable as
of his or her Distribution Election Date for such Distribution Subaccount. A
Director or Executive Committee Member shall (subject to ss. 5.3) have the
right to elect that such


                                     -12-
<PAGE>   16


Distribution Subaccount be distributed in one of the distribution forms
described in ss. 6.2, and such Distribution Subaccount shall be distributed in
accordance with the last election made by the Director or Executive Committee
Member which is in effect on January 1, 2000 or, if later, on the date which is
one year before the Distribution Election Date. If a Director or Executive
Committee Member fails to elect the form in which a Distribution Subaccount
shall be distributed, any such Distribution Subaccount shall be distributed in
the form described in ss. 6.2(a).

         6.2 Distribution Forms.

         (a)      Standard Lump Sum. A Director or Executive Committee Member
                  shall have the right to elect that his or her Distribution
                  Subaccount be distributed in cash in a lump sum, and a lump
                  sum distribution shall be made as soon as practicable after
                  his or her Distribution Election Date for such Distribution
                  Subaccount.

         (b)      Five Annual Installments. A Director or Executive Committee
                  Member shall have the right to elect that a Distribution
                  Subaccount be distributed in cash in five annual
                  installments. If a Director's or Executive Committee Member's
                  Distribution Subaccount is distributed under this
                  distribution form, the first annual installment shall be made
                  as soon as practicable after the Distribution Election Date
                  for such Distribution Subaccount. The amount distributable
                  each calendar year shall be determined by multiplying the
                  balance credited to the Director's or Executive Committee
                  Member's Distribution Subaccount by a fraction, the numerator
                  of which shall


                                     -13-
<PAGE>   17


                  be one and the denominator of which shall be the number of
                  installments remaining after such installment has been paid
                  plus one. The second annual installment through the fifth
                  annual installment shall be distributed on or about the
                  anniversary of the distribution of the first annual
                  installment.

         (c)      Ten Annual Installments. A Director or Executive Committee
                  Member shall have the right to elect that a Distribution
                  Subaccount be distributed in cash in ten annual installments.
                  If a Director's or Executive Committee Member's Account is
                  distributed under this distribution form, the first annual
                  installment shall be made as soon as practicable after the
                  Distribution Election Date for such Distribution Subaccount,
                  and the amount distributable each calendar year shall be
                  determined by multiplying the balance credited to the
                  Director's or Executive Committee Member's Distribution
                  Subaccount by a fraction, the numerator of which shall be one
                  and the denominator of which shall be the number of
                  installments remaining after such installment has been paid
                  plus one. The second annual installment through the tenth
                  annual installment shall be distributed on or about the
                  anniversary of the distribution of the first annual
                  installment.

         6.3 Hardships. If a Director or an Executive Committee Member
experiences a severe financial hardship or rapidly failing health, he or she
shall have the right to request an immediate distribution of the balance
credited to his or her


                                     -14-
<PAGE>   18


Account in cash without regard to any election or elections in effect with
respect to such Account under ss. 5 or ss. 6. Any such request shall be made to
the Board, and the Director or Executive Committee Member making such request
shall provide to the Board such evidence of such severe financial hardship or
rapidly failing health as the Board shall request in addition to whatever
evidence he or she desires that the Board consider in reviewing his or her
request. A request shall be granted if the Board determines (a) (1) that the
Director or Executive Committee Member in fact has a severe economic hardship
which, if not cured, might adversely affect his or her performance as a
Director or Executive Committee Member or (2) that his or her health in fact is
rapidly failing and (b) the requested distributions will not violate the
securities laws to the extent the distribution will be made from a Distribution
Subaccount that is subject to adjustment under ss. 4.3 as if invested in Post
Stock; provided, however, if a Director or Executive Committee Member makes
such a request based on a severe financial hardship, the distribution made
under this ss. 6.3 shall not exceed the amount which the Board determines is
sufficient to cure such severe financial hardship. If a request for a
distribution under this ss. 6.3 is made by a Director, such Director shall take
no part in the Board's deliberations or decisions with respect to such request.

         6.4 Beneficiary.

         (a)      Designation. Each Director and each Executive Committee
                  Member shall have the right to designate a person, or more
                  than one person, as his or her Beneficiary to receive the
                  balance credited to his or her Account in cash in the event
                  of his or her death. Any such designation shall be made on a
                  form provided for


                                     -15-
<PAGE>   19


                  this purpose and shall be effective when such form is
                  properly completed and delivered (in accordance with the
                  instructions on such form) by the Director or Executive
                  Committee Member to Post before his or her death. A Director
                  or Executive Committee Member may change his or her
                  Beneficiary designation from time to time and, if a Director
                  or Executive Committee Member changes his or her Beneficiary
                  designation at any time, his or her Beneficiary shall be the
                  person or persons designated on the last form which is
                  effective on his or her date of death. If no Beneficiary
                  designation is in effect on the date a Director or Executive
                  Committee Member dies or if no designated Beneficiary
                  survives the Director or Executive Committee Member, the
                  Director's or Executive Committee Member's estate
                  automatically shall be treated as his or her Beneficiary
                  under this Plan.

         (b)      Distribution. If a Director's or Executive Committee Member's
                  Beneficiary is a natural person, the Director's or Executive
                  Committee Member's Distribution Subaccount, or each such
                  subaccount, shall be distributed, or shall continue to be
                  distributed, to such person in cash in accordance with the
                  distribution election in effect for the Director or Executive
                  Committee Member on the date of his or her death. If a
                  Director's or Executive Committee Member's Beneficiary is a
                  person other than a natural person, the balance credited to
                  the Director or Executive Committee Member's


                                     -16-
<PAGE>   20


                  entire Account shall be distributed to such person in cash in
                  a lump sum as soon as practicable after the Director's or
                  Executive Committee Member's death without regard to any
                  Distribution Election Date or any distribution form which the
                  Director or Executive Committee Member actually had elected.

         6.5 Post Stock. If any deferrals credited to a Distribution Subaccount
are subject to adjustment under ss. 4.3 as if invested in Post Stock, any
distribution attributable to such deferrals shall be based on the closing price
of a share of Post Stock on the Distribution Election Date or, if the
distribution is made under ss. 6.3, on the date the Board grants the request
for such distribution as such closing price is accurately reported in The Wall
Street Journal or, if no closing price is so reported for such date, the last
closing price as so reported before the Distribution Election Date.

         6.6 General Assets.

         (a)      Director. All distributions to, or on behalf of, a Director
                  under this Plan shall be made from Post's general assets, and
                  any claim by a Director or by his or her Beneficiary against
                  Post for any distribution under this Plan shall be treated
                  the same as a claim of any general and unsecured creditor of
                  Post.

         (b)      Executive Committee Member. All distributions to, or on
                  behalf of, an Executive Committee Member shall be made from
                  the general assets of Post, Post Apartment Homes or any other
                  Participating Employer responsible for paying the related
                  Bonus or Base Salary, and any claim by an Executive Committee
                  Member or by his or her


                                     -17-
<PAGE>   21


                  Beneficiary against Post, Post Apartment Homes or any other
                  Participating Employer for any distribution under this Plan
                  shall be treated the same as a claim of any general and
                  unsecured creditor of such person.

                                    ss. 7.
                                 MISCELLANEOUS

         7.1 Making and Revoking Elections. An election shall be treated as
made or revoked under this Plan only when the form provided for making such
election or revocation is properly completed and delivered to Post in
accordance with the instructions on such form.

         7.2 No Liability. No Director or Executive Committee Member and no
Beneficiary of a Director or Executive Committee Member shall have the right to
look to, or have any claim whatsoever against, any officers, director, employee
or agent of Post, Post Apartment Homes or any other Participating Employer in
his or her individual capacity for the distribution of any Account.

         7.3 No Assignment; Binding Effect. No Director, Executive Committee
Member or Beneficiary shall have the right to alienate, assign, commute or
otherwise encumber an Account for any purpose whatsoever, and any attempt to do
so shall be disregarded as completely null and void. The provisions of this
Plan shall be binding on each Director, Executive Committee Member and
Beneficiary and on Post, Post Apartment Homes and any other Participating
Employer.

         7.4 Construction. This Plan shall be construed in accordance with the
laws of the State of Georgia except to the extent such laws are preempted by
federal


                                     -18-
<PAGE>   22


law. Headings and subheadings have been added only for convenience of
reference and shall have no substantive effect whatsoever. All references to
sections shall be to sections to this Plan. All references to the singular
shall include the plural and all references to the plural shall include the
singular. All definitions in this Plan shall apply exclusively to this Plan.

         7.5 No Contract of Employment. A Director or Executive Committee
Member's participation in this Plan shall not constitute a contract of
employment or a right to continue to serve on the Board for any particular term
or for any particular rate of compensation, and participation in this Plan
shall have no bearing whatsoever on such terms or compensation or on any other
conditions of employment or for membership on the Board.

         7.6 Amendment and Termination. The Board shall have the right to amend
this Plan from time to time and to terminate this Plan at any time; provided,
however, the balance credited to each Account immediately after any such
amendment or termination shall be no less than the balance credited to such
Account immediately before such amendment or termination and no amendment or
termination shall adversely affect a Director's or Executive Committee Member's
right to the distribution of his or her Account or his or her Beneficiary's
right to the distribution of such Account. Finally, this Plan shall be
terminated if Post concludes that this Plan is subject to Part 2, Part 3 or
Part 4 of Title I of the Employee Retirement Income Security Act of 1974, as
amended.

         7.7 Administration. Post shall administer this Plan and shall have the
power to interpret and make whatever equitable administrative and operational


                                     -19-
<PAGE>   23


decisions Post deems reasonable and appropriate in light of the purpose of this
Plan. Post shall have the right to administer this Plan in whole or in part
using Post's own employees or to administer this Plan in whole or in part
through a delegate retained by Post to provide recordkeeping or other services
in connection with the operation and administration of this Plan.

         7.8 Effective Date. The Plan initially shall be effective only for a
Bonus, Base Salary, Meeting Fees and Retainers attributable to periods
beginning after January 1, 2000, and this amended and restated Plan shall be
effective as of January 1, 2000.



                                              POST PROPERTIES, INC.

                                              By:
                                                 ------------------------------
                                              Title
                                                   ----------------------------


                                     -20-