RESTRICTED SHARE AWARD AGREEMENT



Name of Grantee:
                               -------------------------------
Number of Shares:
                               -------------------------------
Purchase Price per Share:      $.01 (i.e., par value)
Grant Date:                             , 2001
                               -------
Final Acceptance Date:                 , 2001 (60 days after Grant Date)
                               -------


In accordance with authority  granted to the undersigned  officer  pursuant to a
duly adopted resolution of the Committee (as defined below),  Gables Residential
Trust (the "Company")  hereby grants the number of Common Shares set forth above
(the  "Shares") to the Grantee named above,  subject to the terms and conditions
set forth in this Restricted Share Award Agreement (this "Agreement").

     1. DEFINITIONS.  As used in this Agreement,  the following terms shall have
the meanings set forth below:

     "Award" shall mean the grant of Shares pursuant to this Agreement.

     "Committee" shall mean the Compensation  Committee of the Board of Trustees
     of the Company.

     "Common  Shares"  shall  mean the  Company's  common  shares of  beneficial
     interest, par value $.01 per share.

     "Change of  Control"  shall  have the  meaning  set forth in the  Company's
     Fourth  Amended and Restated  Share Option and Incentive  Plan, as the same
     may be amended from time to time.

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended,  and any
     successor Code, and related rules, regulations and interpretations.

     "Disability"  shall mean disability as set forth in Section 22(e)(3) of the
     Code.

     "Restricted Shares" shall have the meaning set forth in Paragraph 3.

     "Subsidiary" shall mean Gables GP, Inc., Gables Realty Limited Partnership,
     Gables Residential Services,  Inc., Gables Central  Construction,  Inc. and
     Gables East Construction,  Inc., and any corporation or other entity (other
     than the Company) in any unbroken chain of  corporations or other entities,
     beginning with the Company if each of the  corporations  or entities (other
     than the last  corporation  or entity in the unbroken  chain) owns stock or
     other  interests  possessing  50% or more of the  economic  interest or the
     total combined  voting power of all classes of stock or other  interests in
     one of the other corporations or entities in the chain.
<PAGE>
                                       2



     2.  ACCEPTANCE OF AWARD.   The Grantee shall have no rights with respect to
this Award unless he or she shall have accepted this Award prior to the close of
business on the Final  Acceptance Date specified above by signing and delivering
to the Company a copy of this Agreement.

     3.  ISSUANCE OF SHARES.  The  Company  shall issue the number of Shares set
forth above  promptly  after payment by the Grantee to the Company in cash or by
check or other instrument  acceptable to the Committee of the Purchase Price per
Share times the number of Shares to be accepted.  Upon payment for Shares by the
Grantee,  (i) certificates  evidencing the Shares that vest immediately pursuant
to  Paragraph 5 shall be issued in the name of the Grantee and  delivered to the
Grantee, (ii) certificates  evidencing the remaining "Restricted Shares," as set
forth in Paragraph 4 and Paragraph 5, shall be issued in the name of the Grantee
but  delivered to the Company to hold for the benefit of the Grantee,  and (iii)
the Grantee's name shall be entered as the shareholder of record on the books of
the Company with respect to all of the Shares. Thereupon, the Grantee shall have
all the rights of a shareholder with respect to the Shares, including voting and
dividend rights, subject,  however, to the restrictions and conditions specified
in Paragraph 4 below.


     4. RESTRICTIONS AND CONDITIONS.

(a)  As  set  forth  in  Paragraph   5,  upon   receipt  of  Shares   hereunder,
     three-fourths of such Shares shall be "Restricted  Shares" that are subject
     to the restrictions set forth in this Paragraph 4. Such Shares shall remain
     Restricted  Shares until such Shares vest  pursuant to this  Paragraph 4 or
     Paragraph  5. The  balance  of such  Shares are  unrestricted  and shall be
     deemed vested on the date of issuance.

(b)  As set forth in Paragraph 3, the  certificates  representing the Restricted
     Shares  shall be held by the Company  for the benefit of the Grantee  until
     such time that such shares vest  pursuant to this  Paragraph 4 or Paragraph
     5. Upon each such vesting date, the Company shall  promptly  deliver to the
     Grantee a  certificate  representing  the number of Shares  that vest as of
     such date. The Company may staple or clip a legend, to the effect set forth
     in Exhibit A hereto, to the certificates representing the Restricted Shares
     while the Company has possession of such certificates.

(c)  Restricted  Shares granted herein may not be sold,  assigned,  transferred,
     pledged or  otherwise  encumbered  or disposed  of by the Grantee  prior to
     vesting.

(d)  If, prior to vesting of the Restricted Shares granted herein, the Grantee's
     employment  with  the  Company  and  its  Subsidiaries  is  voluntarily  or
     involuntarily  terminated,  the Company  shall have the right to repurchase
     from  the  Grantee  or the  Grantee's  legal  representative  any  unvested
     Restricted Shares held by the Company for the benefit of the Grantee at the
     time of such termination. Any Restricted Shares so purchased by the Company
     shall be purchased for their original  purchase price set forth above.  The
     Company must exercise  such right of  repurchase  by written  notice to the
     Grantee  or the  Grantee's  legal  representative  not  later  than 90 days
     following  such  termination  of  employment.  In the event  such  right of
     repurchase is not exercised, all such Restricted Shares shall vest.

(e)  For the purposes of Paragraph 4(d) above, the following events shall not be
     deemed a termination of employment:

     (i)  a transfer to the  employment of the Company from a Subsidiary or from
          the Company to a Subsidiary, or from one Subsidiary to another; or

     (ii) an approved leave of absence for military service or sickness,  or for
          any other purpose approved by the Company,  if the employee's right to
          re-employment  is  guaranteed  either by a statute or by  contract  or
          under the policy pursuant to which the leave of absence was granted or
          if the Committee otherwise so provides in writing.
<PAGE>
                                      3



     5. VESTING OF RESTRICTED SHARES.

(a)  Upon issuance of the Shares in accordance with Paragraph 3, --------of such
     Shares (such amount being equal to one-fourth of the total number of Shares
     granted  herein)  shall be  immediately  vested and  unrestricted,  and the
     remainder  shall  be  restricted  and  shall  vest in  accordance  with the
     following schedule:

                         Fraction of                            Number of
Vesting Date       Restricted Shares Vesting           Restricted Shares Vesting
------------       -------------------------           -------------------------
January 1, 2002       1/4 of Total Shares

January 1, 2003       1/4 of Total Shares

January 1, 2004       1/4 of Total Shares

     provided, however, that the Committee may at any time accelerate, waive or,
     subject to Paragraph 9 (c),  amend the vesting  schedule  specified in this
     Paragraph 5.  Subsequent to any Vesting Date or Dates set forth above,  the
     Shares on which all restrictions and conditions have lapsed shall no longer
     be deemed Restricted Shares.

(b)  If (i) the Grantee's  employment  with the Company and its  Subsidiaries is
     involuntarily  terminated  due to death or  Disability,  or (ii) there is a
     Change of  Control of the  Company,  any  restrictions  and  conditions  on
     Restricted  Shares shall be deemed  waived by the Committee and such shares
     shall automatically become fully vested.

     6. DIVIDENDS.  Dividends on Restricted  Shares shall be paid immediately to
the Grantee.

     7.  TRANSFERABILITY.   This  Agreement  is  personal  to  the  Grantee,  is
non-assignable,  and is not  transferable in any manner,  by operation of law or
otherwise, other than by will or the laws of descent and distribution.

     8. TAX WITHHOLDING.  The Grantee shall, not later than the date as of which
the  receipt  of this  Award  becomes a taxable  event for  federal  income  tax
purposes, pay to the Company or make arrangements  satisfactory to the Committee
for payment of any federal, state and local taxes required by law to be withheld
on account of such taxable event. The Company and its Subsidiaries shall, to the
extent  permitted  by law,  have the right to  deduct  any such  taxes  from any
payment of any kind otherwise due to the Grantee.

     9. MISCELLANEOUS.

(a)  Notice  hereunder  shall be given to the Company at its principal  place of
     business  and shall be given to the  Grantee at the address set forth below
     or, in either  case,  at such other  address as one party may  subsequently
     furnish to the other party in writing.

(b)  This  Agreement does not confer upon the Grantee any rights with respect to
     continuance of employment by the Company or any Subsidiary.

(c)  The Committee may, at any time,  amend or cancel any portion of this Award,
     but no such  action may be taken  which  adversely  affects  the  Grantee's
     rights under this Agreement without the Grantee's consent.

(d)  This Agreement  shall be governed by Maryland law except to the extent such
     law is preempted by federal law.

                                                GABLES RESIDENTIAL TRUST

                                                By:
                                                  -----------------------------
                                                  Chris D. Wheeler
                                                  Chief Executive Officer


<PAGE>
                                       4

The foregoing  Agreement is hereby accepted and the terms and conditions thereof
agreed to by the undersigned.


Dated:
          ------------------                 -----------------------------------
                                             Grantee's signature

Grantee's name and address:

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






Receipt of Certificates by Grantee:


--------- Shares; _____________________ (date);        __________ (initials)


--------- Shares; _____________________ (date);        __________ (initials)


--------- Shares; _____________________ (date);        __________ (initials)


--------- Shares; _____________________ (date);        __________ (initials)



<PAGE>
                                      5





                                   EXHIBIT A



Legend to be stapled or clipped to certificates  representing  Restricted Shares
while such shares are in the possession of the Company prior to vesting:


     "The  Shares  represented  by the  attached  certificate  are  subject to a
     Restricted Share Award Agreement  between the registered holder thereof and
     the issuer, and pursuant thereto are subject to forfeiture and restrictions
     on transfer.  This  attachment  shall only be removed by a duly  authorized
     officer of the issuer."