<PAGE>   1
                                                                  EXHIBIT 10.23


                              AMENDMENT NUMBER TWO
           TO THE POST PROPERTIES, INC. PROFIT SHARING/sec. 401(K) PLAN
            AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1994


Pursuant to sec. 13.1 of the Post Properties, Inc. Profit Sharing/sec. 401(k)
Plan as amended and restated effective as of January 1, 1994 ("Plan"), Post
Properties, Inc. hereby amends the Plan as follows:

                                       1.

By amending sec. 12.2 to read as follows:

         "12.2. Individual Account Investments. The Trustee at the direction of
         the Plan Sponsor shall establish at least two separate investment funds
         within the Trust Fund, one of which shall invest primarily in
         "qualifying employer securities" (as defined for purposes of ERISA sec.
         407) of the Plan Sponsor, and such funds as in effect from time to time
         shall be described in the summary plan description for this Plan or in
         such other materials as the Plan Sponsor furnishes from time to time to
         Employees and Beneficiaries. The Plan Sponsor from time to time shall
         establish and shall communicate in advance and in writing to Employees
         and Beneficiaries procedures for making investment elections under this
         sec. 12.2 between, or among, these investment funds as the Plan
         Sponsor in its absolute discretion deems necessary or appropriate
         under the circumstances for the proper administration of this Plan;
         provided, however, no Employee or Beneficiary shall have any right to
         make any investment elections with respect to his or her Matching
         Account, which Matching Account shall be invested solely in the
         investment fund that invests primarily in qualifying employer
         securities of the Plan Sponsor.

         Subject to such procedures, each Employee and each Beneficiary of a
         deceased Employee for whom an Individual Account continues to be
         maintained under the Plan shall have the right to elect how such
         Individual Account shall be invested as between or among such
         investment funds. All investment directions by Employees and
         Beneficiaries shall be timely furnished by the Plan Sponsor to the
         Trustee or by each Employee and Beneficiary directly to the Trustee or
         its delegate in accordance with procedures established by the Plan
         Sponsor. The Individual Account of an individual for whom no investment
         election is in effect under this sec. 12.2 shall (together with all
         contributions to such Individual Account) be invested automatically in
         the fund designated by the Plan Sponsor for such accounts.




<PAGE>   2

         All additional administrative expenses incurred to effect the
         investment elections made under this sec. 12.2 shall be paid by the
         Trust Fund and charged (in accordance with such reasonable rules as
         the Plan Sponsor deems appropriate under the circumstances) to
         the Individual Account of the person making such election, unless the
         Plan Sponsor elects that the Plan Sponsor (or the Plan Sponsor and
         each Company) shall pay such expenses.

         The Trustee shall (in accordance with the provisions of the Trust
         Agreement) pass through to each Employee or Beneficiary any voting,
         tender and other similar rights appurtenant to his or her interest in
         an investment fund that invests primarily in qualifying employer
         securities of the Plan Sponsor and that is allocated to his or her
         Individual Account and, to the extent required in the regulations under
         ERISA sec. 404(c), shall pass through to each Employee or Beneficiary
         any voting, tender and other similar rights appurtenant to other
         investment funds allocated to his or her Individual Account."

                                       2.

By adding a new sec. 15 to read as follows:

         "sec. 15. Matching Contributions.

                  15.1. Amount of Matching Contributions. The Plan Sponsor shall
                  decide each Plan Year how much each Company shall contribute
                  as a Matching Contribution for such Plan Year based on the
                  extent to which the Plan Sponsor's actual funds from
                  operations for such year meet the targeted funds from
                  operations for such year. Forfeitures, if any, from Matching
                  Accounts shall be applied when available against the
                  Companies' obligation to make Matching Contributions, and no
                  Matching Contribution shall be made directly by the Companies
                  for any Plan Year to the extent that such Forfeitures are
                  available to satisfy the Matching Contribution obligation for
                  such Plan Year.

                  15.2. Allocation of Matching Contributions. Subject to the
                  limitations set forth in this sec. 15 and in sec. 7,
                  the Matching Contributions made for any Plan Year shall be
                  allocated as of the last day of such Plan Year by, or at the
                  direction of, the Plan Sponsor among the Matching Accounts of
                  all Active Participants on whose behalf Before-Tax
                  Contributions were made for such Plan Year. The Matching
                  Contribution shall be allocated to each such Matching Account
                  in the same proportion that the Before-Tax Contributions
                  allocated to such Active

                                       -2-




<PAGE>   3



                  Participant's Before-Tax Account for such Plan Year bears to
                  the total of all Before-Tax Contributions allocated to all
                  Before-Tax Accounts for such Plan Year; provided, however, no
                  Before-Tax Contributions in excess of 3% of an Active
                  Participant's Compensation for a Plan Year shall be taken into
                  account in computing the numerator or denominator of such
                  fraction.

         15.3.    Limitations on Matching Contributions for Highly Compensated
                  Employees.

                        (a) General. Subject to sec. 15.3(f), the Average
                        Contribution Percentage for Highly Compensated Employees
                        for any Plan Year shall not exceed the Maximum
                        Contribution Percentage for such Plan Year. The Plan
                        Sponsor shall determine the amount, if any, of the
                        Excess Aggregate Contributions for such year for each
                        affected Highly Compensated Employee in accordance with
                        the rules under Code sec. 401(m).

                        (b) Special Rules.

                            (1) Other Plans or Arrangements. For purposes of
                            this sec. 15.3, the Contribution Percentage for any
                            Highly Compensated Employee who is eligible to have
                            "employee contributions" (within the meaning of
                            Code sec. 401(m)), "elective deferrals" (as
                            described in Code sec. 402(g)(3)), or "matching
                            contributions)' (as described in Code sec.
                            401(m)(4)) allocated to his or her account under
                            two or more plans or arrangements described in Code
                            sec. 401(a) or Code sec. 401(k) that are maintained
                            by a Company or an Affiliate shall be determined as
                            if all such contributions were made under this
                            Plan. If this Plan satisfies the requirements of
                            Code sec. 410(b) only if aggregated with one or
                            more other plans, or if one or more other plans
                            satisfy the requirements of Code sec. 410(b) only
                            if aggregated with this Plan, then this sec. 15.3
                            shall be applied by determining the Contribution
                            Percentages as if all such plans were a single
                            plan.

                            (2) Family Members. For purposes of determining the
                            Contribution Percentage of each Employee who is a 5%
                            owner or one of the 10 most highly paid Highly
                            Compensated Employees for such Plan Year, the
                            Matching Contributions and Compensation of such
                            Employee's "family members" (as described in

                                       -3-




<PAGE>   4



                            Code sec. 414(q)(6)) shall be treated as the
                            Matching Contributions and Compensation of such
                            Employee, and such family members shall be
                            disregarded as separate Employees in determining
                            the Contribution Percentage both for individuals
                            who are Nonhighly Compensated Employees and for
                            individuals who are Highly Compensated Employees.
                            In the case of a Highly Compensated Employee whose
                            Contribution Percentage is determined under these
                            family aggregation rules, the determination of the
                            amount of Excess Aggregate Contributions shall be
                            made by reducing the Contribution Percentage in
                            accordance with the "leveling" method described in
                            Treas. Reg. sec. 1.401(m)-l(e)(2) and allocating
                            the Excess Aggregate Contributions among the family
                            members in proportion to the contributions of each
                            family member that have been combined.

                            (3) Other Requirements. The determination and
                            treatment of the Matching Contributions and
                            Contribution Percentage of any Employee shall
                            satisfy such other requirements as may be prescribed
                            by the Secretary of the Treasury.

                     (c) Distribution or Forfeiture of Excess Aggregate
                     Contributions. Notwithstanding any other provision of this
                     Plan, Excess Aggregate Contributions made for any Plan
                     Year, plus any investment income and minus any loss
                     allocable to such Excess Aggregate Contributions, shall be
                     forfeited (if otherwise forfeitable under sec. 8.4 and sec.
                     15.4(b)) or distributed (if not so forfeitable) from the
                     Individual Accounts of Highly Compensated Employees on
                     whose behalf such Excess Aggregate Contributions were
                     allocated for such Plan Year no later than the last day of
                     the immediately following Plan Year. Such distributions or
                     forfeitures shall be made to such Employees on the basis of
                     the respective portions of the Excess Aggregate
                     Contributions attributable to each such Employee,
                     determined by first reducing the Contribution Percentage of
                     the Highly Compensated Employee with the highest
                     Contribution Percentage to the extent necessary to satisfy
                     the Maximum Contribution Percentage limitations or to cause
                     such Contribution Percentage to equal the Contribution
                     Percentage of the Highly Compensated Employee with the next
                     highest Contribution Percentage, and then repeating such
                     process until the Maximum Contribution Percentage
                     limitations is satisfied.


                                       -4-

<PAGE>   5



                     (d) Determination of Income or Loss. The investment income
                     or loss allocable to Excess Aggregate Contributions shall
                     be determined in accordance with sec. 6.5 for the Plan Year
                     for which such contributions were allocated (but not for
                     the period between the end of such Plan Year and the date
                     of distribution or forfeiture) in accordance with the
                     regulations under Code sec. 401(m).

                     (e) Order for Determining Excess Aggregate Contributions.
                     Excess Aggregate Contributions shall be determined after
                     first determining "excess deferrals" under sec. 7.3 and
                     then determining "excess contributions" under sec. 7.4.

                     (f) Multiple Use Limit. If in the same Plan Year the
                     Maximum Deferral Percentage limitation is satisfied by
                     using the alternate limit under sec. 3.24(b) and the
                     Maximum Contribution Percentage limitation is satisfied by
                     using the alternate limit under sec. 15.5(f)(2), the Plan
                     Sponsor shall determine the amount, if any, of the
                     reductions required to satisfy the rules under Code sec.
                     401(m) on the multiple use of such alternative limits. Any
                     such reduction shall be treated as an Excess Aggregate
                     Contribution and shall be distributed or forfeited in
                     accordance with sec. 15.3(c).

                     15.4. Other Rules Applicable to Matching Accounts.

                     (a) Vesting and Forfeitures. The vested portion of an
                     Employee's Matching Account shall equal the percentage
                     figure shown opposite the Employee's completed Years of
                     Employment under the Vesting Schedule set forth in sec.
                     8.4(c), and the rules in sec. 8.4 shall apply to an
                     Employee's Matching Account in the same manner as to his
                     or her Profit Sharing Account; provided, however,
                     Forfeitures, if any, from Matching Accounts shall be
                     applied when available against the Companies' obligation
                     to make Matching Contributions under sec. 15.1.

                     (b) Top-Heavy. For purposes of the minimum top-heavy
                     contribution under sec. 14.7(d), Matching Contributions
                     shall be taken into account in calculating the highest
                     percentage allocated to a key employee.

                     (c) Code sec. 415 Limitations. Notwithstanding anything to
                     the contrary in sec. 7.2(a), the sum of the Matching
                     Contributions, Before-Tax Contributions, Profit Sharing
                     Contributions and

                                       -5-




<PAGE>   6



                            Forfeitures credited to an Eligible Employee's
                            Individual Account for any Plan Year shall not
                            exceed the Code sec. 415 limitation described in
                            sec. 7.2(a)

                     15.5. Special Definitions.

                     (a) Average Contribution Percentage -- means for each Plan
                     Year the average (expressed as a percentage) of the
                     Contribution Percentages computed separately (a) for the
                     group of individuals who are Highly Compensated Employees
                     during such Plan Year and (b) for the group of individuals
                     who are Nonhighly Compensated Employees during such Plan
                     Year.

                     (b) Matching Account -- means the bookkeeping subaccount
                     maintained as part of an Employee's Individual Account
                     attributable to his or her Matching Contributions under
                     this Plan.

                     (c) Matching Contribution -- means the matching
                     contribution made by a Company in accordance with this sec.
                     15.

                     (d) Contribution Percentage -- means for each Plan Year
                     for each Employee who has satisfied the employment
                     requirement described in sec. 4.1 and who is an
                     Eligible Employee at any time during the Plan Year, the
                     ratio (expressed as a percentage) of (1) the Matching
                     Contribution, if any, credited to his or her Individual
                     Account for such Plan Year to (2) his or her Compensation
                     for such Plan Year. The Contribution Percentage for an
                     Employee who is eligible to make, but does not make,
                     Before-Tax Contributions and is not credited with a
                     Matching Contribution shall be zero.

                     (e) Excess Aggregate Contributions -- means for each Highly
                     Compensated Employee for each Plan Year the excess of

                            (1) the Matching Contributions actually taken into
                            account in determining the Contribution Percentage
                            of such Highly Compensated Employee for such Plan
                            Year over

                            (2) the maximum amount of such contributions
                            permitted for such Plan Year under Code sec.
                            401(m)(2)(A),

                     where such maximum shall be determined by reducing such
                     contributions made by or on behalf of such Highly
                     Compensated Employees in order of their Contribution
                     Percentages, beginning with the highest of such
                     percentages.

                                      -6-




<PAGE>   7



                     (f) Maximum Contribution Percentage -- means for any Plan
                     Year the greater of

                            (1) the Average Contribution Percentage for
                            Nonhighly Compensated Employees for such Plan Year
                            multiplied by 1.25, or

                            (2) the lesser of (i) the Average Contribution
                            Percentage for Nonhighly Compensated Employees for
                            such Plan Year multiplied by 2 or (ii) the Average
                            Contribution Percentage for Nonhighly Compensated
                            Employees plus 2 percentage points."

                                       3.

This amendment shall be effective as of January 1, 1996. Except as otherwise
expressly amended by this amendment, the Plan as in effect before this amendment
shall remain in full force and effect.

IN WITNESS WHEREOF, Post Properties, Inc. has caused this Amendment Number Two
to be executed by its duly authorized officer this 2nd day of January, 1996..

                                                      POST PROPERTIES, INC.

                                                 BY: /s/
                                                     -------------------------

                                                 TITLE: President
                                                       -----------------------


                                      -7-