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                                                                    EXHIBIT 10.1



                   EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT

         THIS EMPLOYMENT AGREEMENT, or "Agreement", is made and entered into as
of this 11th day of October, 2004, or "Agreement Date", by and among MARTIN
HOWLE or "Executive", and POST PROPERTIES, INC., or "Post", POST APARTMENT
HOMES, L.P., or "Post Apartment Homes", and POST SERVICES, INC., or "Post
Services":

         WHEREAS, Post, Post Apartment Homes, and Post Services desire
collectively to employ Executive on the terms and conditions set forth in this
Agreement; and

         WHEREAS, Executive desires to be employed collectively by Post, Post
Apartment Homes and Post Services on the terms and conditions set forth in this
Agreement;

         NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth in this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Post, Post Apartment
Homes, Post Services and Executive, intending to be legally bound, hereby agree
as follows:

SECTION 1.      DEFINITIONS.

         1.1.     Affiliate. The term "Affiliate" for purposes of this Agreement
shall mean (a) Post Apartment Homes, (b) Post Services, (c) Post GP Holdings,
Inc. and any successor to such organization and (d) any other organization if
Post, Post Apartment Homes, Post Services or Post GP Holdings, Inc. (i)
beneficially own more than 20% of the outstanding voting capital stock of such
organization (if such organization is a corporation) or more than 20% of the
beneficial interests of such organization (if such organization is not a
corporation) as of the date of this Agreement and (ii) possess the power to
direct or cause the direction of the day to day operations and affairs of such
organization, whether through ownership of voting securities, by contract, in
the capacity of general partner, manager or managing member or otherwise as of
the date of this Agreement.

         1.2.     Agreement Date. The term "Agreement Date" for purposes of this
Agreement shall mean the date this Agreement is made and entered into as set
forth in the preamble to this Agreement.

         1.3.     Base Salary. The term "Base Salary" for purposes of this
Agreement shall mean Executive's annual base salary under Section 4.1 as in
effect on the date Executive is no longer employed by Post, Post Apartment Homes
or Post Services or, if greater, Executive's average annual base salary under
Section 4.1 for the 3 year period (or, if Executive was employed for less than 3
years, the period of Executive's employment by Post, Post Apartment Homes or
Post Services) which ends on the date Executive is no longer employed by Post,
Post Apartment Homes or Post Services.

         1.4.     Board. The term "Board" for purposes of this Agreement shall
mean the Board of Directors of Post.


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         1.5.     Cause. The term "Cause" for purposes of this Agreement shall
(subject to Section 1.5(d)) mean:

                  (a)      Executive is convicted of, pleads guilty to, or
         confesses or otherwise admits to Post or an Affiliate or a prosecutor,
         or otherwise publicly admits, any felony or any act of fraud,
         misappropriation, or embezzlement, or Executive engages in a fraudulent
         act or course of conduct;

                  (b)      There is any material act or omission by Executive
         involving malfeasance or negligence in the performance of Executive's
         duties to Post or an Affiliate to the material detriment of Post or
         such Affiliate; or

                  (c)      Executive breaches in any material respect any of the
         covenants set forth in Section 7, Section 8, Section 9 or Section 10 of
         this Agreement; provided, however,

                  (d)      No such act or omission or event shall be treated as
         "Cause" under this Agreement unless (i) Executive has been provided a
         detailed, written statement of the basis for Post's belief such act or
         omission or event constitutes "Cause" and an opportunity to meet with
         the Committee (together with Executive's counsel if Executive chooses
         to have Executive's counsel present at such meeting) after Executive
         has had a reasonable period in which to review such statement and, if
         the allegation is under Section 1.5(b) or Section 1.5(c), has had at
         least a 30 day period to take corrective action, and (ii) the Committee
         after such meeting (if Executive meets with the Committee) and after
         the end of such 30 day correction period (if applicable) determines
         reasonably and in good faith and by the affirmative vote of at least a
         majority of the members of the Committee then in office at a meeting
         called and held for such purpose that "Cause" does exist under this
         Agreement.

         1.6.     Change in Control. The term "Change in Control" for purposes
of this Agreement shall mean:

                  (a)      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 Exchange Act as in
         effect on the Agreement date;

                  (b)      a "person" (as that term is used in Section 14(d)(2)
         of the Exchange Act) becomes the beneficial owner (as defined in Rule
         13d-3 under the Exchange Act) directly or indirectly of securities
         representing 45% or more of the combined voting power for election of
         directors of the then outstanding securities of Post;

                  (c)      the individuals who at the beginning of any period of
         two consecutive years or less (starting on or after the Agreement Date)
         constitute Post's Board cease for any reason during such period to
         constitute at least a majority of Post's 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 such Board then still in
         office who were members of such Board at the beginning of such period;


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                  (d)      the shareholders of Post approve any reorganization,
         merger, consolidation, or share exchange as a result of which the
         common stock of Post shall be changed, converted, or exchanged into or
         for securities of another organization (other than a merger with an
         Affiliate or a wholly owned subsidiary of Post), or any dissolution or
         liquidation of Post, or any sale or the disposition of 50% or more of
         the assets or business of Post; or

                  (e)      the shareholders of Post approve any reorganization,
         merger, consolidation, or share exchange with another corporation
         unless (i) the persons who were the beneficial owners of the
         outstanding shares of the common stock of Post immediately before the
         consummation of such transaction beneficially own more than 60% of the
         outstanding shares of the common stock of the successor or survivor
         corporation in such transaction immediately following the consummation
         of such transaction and (ii) the number of shares of the common stock
         of such successor or survivor corporation beneficially owned by the
         persons described in Section 1.6(e)(i) immediately following the
         consummation of such transaction is beneficially owned by each such
         person in substantially the same proportion that each such person had
         beneficially owned shares of Post common stock immediately before the
         consummation of such transaction, provided (iii) the percentage
         described in Section 1.6(e)(i) of the beneficially owned shares of the
         successor or survivor corporation and the number described in Section
         1.6(e)(ii) of the beneficially owned shares of the successor or
         survivor corporation shall be determined exclusively by reference to
         the shares of the successor or survivor corporation which result from
         the beneficial ownership of shares of common stock of Post by the
         persons described in Section 1.6(e)(i) immediately before the
         consummation of such transaction.

         1.7.     Code. The term "Code" for purposes of this Agreement shall
mean the Internal Revenue Code of 1986, as amended.

         1.8.     Committee. The term "Committee" for purposes of this Agreement
shall mean the Executive Compensation and Management Development Committee of
the Board.

         1.9.     Confidential or Proprietary Information. The term
"Confidential or Proprietary Information" for purposes of this Agreement shall
mean any secret, confidential, or proprietary information of Post or an
Affiliate (not otherwise included in the definition of Trade Secret in Section
1.22 of this Agreement) that has not become generally available to the public by
the act of one who has the right to disclose such information without violating
any right of Post or an Affiliate.

         1.10.    Disability. The term "Disability" for purposes of this
Agreement shall mean that Executive, as a result of a mental or physical
condition or illness affecting a major life activity, is unable to perform the
essential functions of Executive's job at Post, Post Apartment Homes and Post
Services for any consecutive 180-day period, even with reasonable accommodation,
all as reasonably determined by the Committee.

         1.11.    Effective Date. The term "Effective Date" for purposes of this
Agreement shall mean either the date which includes the "closing" of the
transaction which makes a Change in Control effective, if the Change in Control
is made effective through a transaction which has a


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"closing", or the date a Change in Control is reported in accordance with
applicable law as effective to the Securities and Exchange Commission, if the
Change in Control is made effective other than through a transaction which has a
"closing".

         1.12.    Exchange Act. The term "Exchange Act" for purposes of this
Agreement shall mean the Securities Exchange Act of 1934, as amended.

         1.13.    Good Reason.

         (1)      The term "Good Reason" for purposes of Section 5 of this
Agreement shall (subject to 1.13(1)(e)) mean:

                  (a)      There is a change in Executive's eligibility for
         compensation and benefits in a manner that results in Executive's
         compensation and benefits being reduced five percent 5% more than the
         reduction in compensation and benefits effected with respect to
         executives of Post, Post Apartment Homes and Post Services whose status
         as an executive is comparable to Executive's then status; or

                  (b)      There is a significant reduction in Executive's level
         of responsibility or authority (other than a mere change in Executive's
         title) without Executive's express written consent; or

                  (c)      There is a transfer of Executive's primary work site
         from the Executive's primary work site on the Agreement Date or, if the
         Executive subsequently consents in writing to such a transfer under
         this Agreement, from the primary work site that was the subject of such
         consent, to a new primary work site that is more than 35 miles from
         Executive's then current primary work site, unless such new primary
         work site is closer to Executive's primary residence than Executive's
         then current primary work site or unless Executive provides his express
         written consent; or

                  (d)      Post fails to agree (other than as a result of Cause
         or Executive's refusal to update Appendix A to this Agreement) to an
         extension of the term of this Agreement under Section 3 at any time
         before Executive reaches age 60; provided, however,

                  (e)      No such act or omission shall be treated as "Good
         Reason" under this Section 1.13(1) (other than a failure described in
         Section 1.13(1)(d)) unless

                           (i)      (A) Executive delivers to the Committee a
                  detailed, written statement of the basis for Executive's
                  belief that such act or omission constitutes Good Reason, (B)
                  Executive delivers such statement before the later of (1) the
                  end of the 90 day period that starts on the date there is an
                  act or omission which forms the basis for Executive's belief
                  that Good Reason exists, or (2) the end of the period mutually
                  agreed upon for purposes of this Section 1.13(1)(e)(i)(B) in
                  writing by Executive and the Chairman of the Committee, (C)
                  Executive gives the Committee a 30 day period after the
                  delivery of such statement to cure the basis for such belief,
                  and (D) Executive actually submits Executive's written
                  resignation to the Committee during the 60 day period that
                  begins immediately


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                  after the end of such 30 day period if Executive reasonably
                  and in good faith determines that Good Reason continues to
                  exist after the end of such 30 day period, or

                           (ii)     Post states in writing to Executive that
                  Executive has the right to treat any such act or omission as
                  Good Reason under this Section 1.13(1) and Executive resigns
                  during the 60 day period that starts on the date such
                  statement is actually delivered to Executive.

         (2)      The term "Good Reason" for purposes of Section 6 of this
                  Agreement shall (subject to Section 1.13(2)(f)) mean:

                  (a)      There is a reduction after a Change in Control, but
         before the end of Executive's Protection Period, in Executive's Base
         Salary pursuant to Section 4.1 or there is a reduction after a Change
         in Control, but before the end of Executive's Protection Period, in
         Executive's eligibility to receive any bonuses or other compensation
         pursuant to Section 4.2, Section 4.3 or Section 4.4 substantially
         different from the eligibility of other executives of Post, Post
         Apartment Homes and Post Services whose status as an executive is
         comparable to Executive's then status to receive such bonuses or
         incentive compensation, all without Executive's express written
         consent; or

                  (b)      There is a reduction after a Change in Control, but
         before the end of Executive's Protection Period, in the scope,
         importance, or prestige of Executive's duties, responsibilities, or
         authority (other than as a result of a mere change in Executive's
         title, if such change in title is consistent with the organizational
         structure of Post, Post Apartment Homes and Post Services following
         such Change in Control) without Executive's express written consent; or

                  (c)      There is a transfer at any time after a Change in
         Control, but before the end of Executive's Protection Period (without
         Executive's express written consent), of Executive's primary work site
         from Executive's primary work site on the date of such Change in
         Control or, if Executive subsequently consents in writing to such a
         transfer under this Agreement, from the primary work site that was the
         subject of such consent, to a new primary work site that is more than
         35 miles from Executive's then current primary work site, unless such
         new primary work site is closer to Executive's primary residence than
         Executive's then current primary work site; or

                  (d)      There is a failure (without Executive's express
         written consent) after a Change in Control, but before the end of
         Executive's Protection Period, to continue to provide to Executive
         health and welfare benefits, deferred compensation benefits, executive
         perquisites (other than the use of a company airplane for personal
         purposes), and stock option and restricted stock grants that are in the
         aggregate comparable in value to those provided to Executive
         immediately prior to the Change in Control Date;

                  (e)      Post fails to agree (other than as a result of Cause
         or Executive's refusal to update Appendix A to this Agreement) to an
         extension of the term of this Agreement under Section 3 at any time
         before Executive reaches age 60; provided, however,


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                  (f)      No such act or omission shall be treated as "Good
         Reason" under this Section 1.13(2) (other than a failure described in
         Section 1.13(2)(e)) unless

                           (i)      (A) Executive delivers to the Committee a
                  detailed, written statement of the basis for Executive's
                  belief that such act or omission constitutes Good Reason, (B)
                  Executive delivers such statement before the later of (1) the
                  end of the 90 day period that starts on the date there is an
                  act or omission which forms the basis for Executive's belief
                  that Good Reason exists, or (2) the end of the period mutually
                  agreed upon for purposes of this Section 1.13(2)(f)(i)(B) in
                  writing by Executive and the Chairman of the Committee, (C)
                  Executive gives the Committee a 30 day period after the
                  delivery of such statement to cure the basis for such belief,
                  and (D) Executive actually submits Executive's written
                  resignation to the Committee during the 60 day period that
                  begins immediately after the end of such 30 day period if
                  Executive reasonably and in good faith determines that Good
                  Reason continues to exist after the end of such 30 day period,
                  or

                           (ii)     Post states in writing to Executive that
                  Executive has the right to treat any such act or omission as
                  Good Reason under this Agreement and Executive resigns during
                  the 60 day period that starts on the date such statement is
                  actually delivered to Executive.

                  (g)      For purposes of this Agreement, if (A) Executive
         gives the Committee the statement described in Section 1.13(2)(f)(i)
         before the end of the 30 day period that immediately follows the end of
         the Protection Period and Executive thereafter resigns within the
         period described in Section 1.13(2)(f)(i), or (B) Post provides the
         statement to Executive described in Section 1.13(2)(f)(ii) before the
         end of the 30 day period that immediately follows the end of the
         Protection Period and Executive thereafter resigns within the period
         described in Section 1.13(2)(f)(ii), then (C) such resignation shall be
         treated under this Agreement as if made during Executive's Protection
         Period.

                  (h)      For purposes of this Section 1.13(2), if Executive
         consents in writing to any reduction described in Section 1.13(2)(a) or
         Section 1.13(2)(b), to any transfer described in Section 1.13(2)(c) or
         to any failure described in Section 1.13(2)(d) in lieu of exercising
         Executive's right to resign for Good Reason and delivers such consent
         to Post, the date such consent is delivered to Post thereafter shall be
         treated under this definition as the date of a Change in Control for
         purposes of determining whether Executive subsequently has Good Reason
         under this Agreement to resign under Section 6.1 or Section 6.2 as a
         result of any subsequent reduction described in Section 1.13(2)(a) or
         Section 1.13(2)(b), any subsequent transfer described in Section
         1.13(2)(c), or any subsequent failure described in Section 1.13(2)(d).

         1.14.    Gross Up Payment. The term "Gross Up Payment" for purposes of
this Agreement shall mean a payment to or on behalf of Executive which shall be
sufficient to pay (a) any excise tax described in Section 13 in full, (b) any
federal, state and local income tax and social security and other employment tax
on the payment made to pay such excise tax as well as any


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additional taxes on such payment and (c) any interest or penalties assessed by
the Internal Revenue Service on Executive which are related to the payment of
such excise tax unless such interest or penalties are attributable to
Executive's willful misconduct or gross negligence.

         1.15.    Multifamily Property. The term "Multifamily Property" for
purposes of this Agreement and any renewal of this Agreement shall mean any real
property on which an upscale multifamily residential-use development has been
constructed or is under construction as of the date of this or any extension of
this Agreement.

         1.16.    Post. The term "Post" for purposes of this Agreement shall
mean Post Properties, Inc. and any successor to Post Properties, Inc.

         1.17.    Post Apartment Homes. The term "Post Apartment Homes" for
purposes of this Agreement shall mean Post Apartment Homes, L.P. and any
successor to Post Apartment Homes, L.P.

         1.18.    Post Services. The term "Post Services" for purposes of this
Agreement shall mean Post Services, Inc. and any successor to Post Services,
Inc.

         1.19.    Protection Period. The term "Protection Period" for purposes
of this Agreement shall (subject to Section 1.13(2)(g)) mean the 2 year period
which begins on the Effective Date for a Change in Control.

         1.20.    Restricted Period. The term "Restricted Period" for purposes
of this Agreement shall mean the period which starts on the date Executive's
employment by Post terminates for any reason or no reason and which ends (i) on
the first anniversary of such termination date for purposes of Section 9 and
Section 10 and (ii) on the second anniversary of such termination date for
purposes of Section 7 and Section 8.

         1.21.    Shareholder Value Plan. The term "Shareholder Value Plan" for
purposes of this Agreement shall mean the Post Properties, Inc. 2002 Shareholder
Value Plan, as amended, and any successor to such plan.

         1.22.    Trade Secret. The term "Trade Secret" for purposes of this
Agreement shall mean information in the possession of Post or an Affiliate,
including, but not limited to, technical or nontechnical data, a formula, a
pattern, a compilation, a program, a device, a method, a technique, a drawing, a
process, financial data, financial plans, product plans, or a list of actual or
potential customers or suppliers that:

                  (a)      derives economic value, actual or potential, from not
         being generally known to, and not being readily ascertainable by proper
         means by, other persons who can obtain economic value from its
         disclosure or use, and

                  (b)      is the subject of reasonable efforts by Post or an
         Affiliate to maintain its secrecy.


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         1.23.    Value Creation Program. The term "Value Creation Program" for
purposes of this Agreement shall mean the Post Properties, Inc. 2003 Incentive
Stock Plan Value Creation Stock Grant Program, as amended, and any successor to
such program.

SECTION 2.      EMPLOYMENT.

         2.1.     General. Subject to the terms of this Agreement, Post, Post
Apartment Homes and Post Services hereby collectively employ Executive, and
Executive hereby accepts such employment, for the "term" described in Section 3.

         2.2.     Title and Duties and Responsibilities. Executive's title at
Post Apartment Homes initially shall be Executive Vice President, Regional
Investment Director, and Executive initially shall be responsible for the
investments currently made by Post Apartment Homes in the northern Virginia,
greater Washington, D.C. and greater New York City markets, for recommending an
investment and development strategy for those markets and for implementing the
investment and development strategy adopted for those markets, which
implementation shall include making recommendations on possible acquisitions and
dispositions and developments in such markets based on the investment and
development strategy adopted for those markets. Executive shall have such
additional duties and responsibilities for Post, Post Apartment Homes and Post
Services as shall be assigned to Executive from time to time by Post's Chief
Executive Officer or his or her delegate or Post's Chief Investment Officer or
his or her delegate.

         2.3.     Full Business Time. Executive shall devote his full business
time, skills, and best efforts to rendering services on behalf of, collectively,
Post, Post Apartment Homes and Post Services and shall exercise such care as is
customarily required by executives undertaking similar duties for entities
similar to Post, Post Apartment Homes and Post Services.

         2.4.     Post and Post's Chief Executive Officer. Post shall make all
employment related decisions with respect to Executive on behalf of Post, Post
Apartment Homes and Post Services and shall allocate between Post, Post
Apartment Homes and Post Services all compensation and other expenses related to
their collective employment of Executive. Post's Chief Executive Officer or his
delegate shall determine the extent to which Executive performs services for
Post, Post Apartment Homes and Post Services and shall set the priorities for
the performance of such services.

SECTION 3.      TERM.

         Unless Executive's employment is terminated earlier in accordance with
Section 5 or Section 6, Executive shall be employed for the "term" of this
Agreement, which term shall commence as of the Agreement Date and shall continue
up to, but not including, the first anniversary of such date; provided, however,
that, unless either Post or Executive decides otherwise and so notifies the
other of that decision in writing at least 30 days before an anniversary of the
Agreement Date, the term of this Agreement shall extend for one (1) additional
year on the first anniversary of the Agreement Date and on each successive
anniversary of such Agreement Date.


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SECTION 4.      COMPENSATION AND BENEFITS.

         4.1.     Base Salary. Executive's initial, annual base salary under
this Agreement shall be $190,000.00. Executive's base salary shall be reviewed
by Post no less than on an annual basis, and upon such review and in its sole
discretion, Post may increase Executive's base salary by an amount that Post
deems appropriate in light of Post's and Executive's performance during the
period covered by such review; provided, however, Post reserves the right before
a Change in Control to roll-back Executive's base salary if such roll-back is
effected pursuant to a roll-back program approved by the Board which includes a
majority of the executives and the roll-back for Executive is consistent with
the roll-back for other executives. Executive's base salary, less any required
deductions, shall be paid to Executive in accordance with Post's standard
payroll practices and procedures for salaried employees.

         4.2.     Bonus. Post shall recommend to the Committee that Executive be
eligible to receive an annual bonus, subject to meeting the employment, personal
and corporate goals established by the Committee as a condition to such bonus
and, further, shall recommend to the Committee that the target for Executive's
first annual bonus be 30% of Executive's initial base salary under Section 4.1.

         4.3.     Long-Term Incentive Compensation.

                  (a)      Stock Options. Post shall recommend to the Committee
that Executive be eligible during the term of this Agreement which extends
beyond the first anniversary of the Agreement Date for the grant of an option to
purchase shares of Post's common stock each year in a number and at a price to
be determined by the Committee and, further, shall recommend that any options
granted pursuant to this Section 4.3(a) shall vest over a 3 year period in the
following percentage if Executive satisfies the continuous employment
requirement for vesting:

<TABLE>
            <S>                                <C>
            One year after options granted:    33% of options vest
            Two years after options granted:   33% of options vest
            Three years after options granted: 34% of options vest.
</TABLE>

                  (b)      Stock Grants and Shareholder Value Plan. Post shall
recommend to the Committee that Executive be eligible during the term of this
Agreement which extends beyond the first anniversary of the Agreement Date to
receive restricted stock grants and to participate in the Shareholder Value
Plan. The restricted stock grants shall be made at the discretion of the
Committee, and Executive's participation in the Shareholder Value Plan shall be
determined by the Committee.

                  (c)      Recommendation. Post shall recommend to the Committee
that the target value of Executive's long-term incentive compensation package
under this Section 4.3 initially be 30% of Executive's annual base salary and,
further, shall recommend that the stock option component of such package be 25%
of such package, that the restricted stock component be 50% of such package and
that the Shareholder Value Plan component be 25% of such package.


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         4.4.     Value Creation Program. Executive shall be eligible during the
term of this Agreement to participate in the Value Creation Program, and the
terms and conditions of Executive's participation shall be determined by the
Committee. Post will recommend that Executive initially be awarded a one-fourth
share in the actual bonus pool available for each project in which he is
eligible to participate under the Value Creation Program during the term of this
Agreement.

         4.5.     Automobile Allowance. Executive shall while employed under
this Agreement receive a monthly automobile allowance of $600.00, less required
deductions, which shall be paid at the same time as Executive's base salary
under Section 4.1. Executive shall have complete discretion with respect to the
expenditure of this allowance. If Executive uses such allowance to lease or
purchase an automobile, neither Post, Post Apartment Homes nor Post Services
shall have any rights or interests or responsibilities or liabilities with
respect to such automobile.

         4.6.     Comparison With Other REIT's. At regular intervals Post shall
continue to retain compensation consultants to assure that the total
compensation paid to Executive is comparable to that being paid to executives at
comparable apartment REITs, other REITs of a similar size or any combination of
these REITs, all as determined by the Committee.

         4.7.     Expenses. Executive shall be reimbursed for all reasonable
business-related expenses incurred by Executive at the request of or on behalf
of Post, including, without limitation, first class travel expenses incurred in
connection with the performance of Executive's duties and responsibilities under
this Agreement in accordance with Post's expense reimbursement policy for
executives.

         4.8.     Vacation. In addition to Post-wide company holidays, Executive
shall be eligible to take up to 15 business days of vacation during each of the
first five calendar years of his employment and up to 20 business days each
calendar year thereafter. Vacation days not taken in the calendar year shall be
forfeited at the end of such calendar year, and Executive shall not receive pay
in lieu of vacation.

         4.9.     Benefit Plans. Executive shall be entitled to participate in
such (a) medical, dental and vision care plans, policies and programs as are
made available from time to time by Post for the benefit of executives pursuant
to the terms of such plans, policies and programs and (b) such other employee
benefit plans, policies and programs as are made available from time to time by
Post for the benefit of executives pursuant to the terms of such plans, policies
and programs; provided, however, Post shall reimburse Executive for the health
insurance premiums Executive actually pays for the health insurance Executive
has in effect on the Agreement Date for Executive and Executive's immediate
family for the period which starts on the Agreement Date and ends on the date
Executive is first eligible to participate in Post's group medical, dental and
vision care plan.


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SECTION 5.      TERMINATION BEFORE A CHANGE IN CONTROL.

         5.1      No Cause or Good Reason. If Post terminates Executive's
employment without Cause or Executive resigns for Good Reason, then

         (a)      Post shall continue to pay Executive pursuant to its standard
         payroll practices Executive's Base Salary as if Executive were still
         employed for the 15 month period which starts on the date Executive's
         employment so terminates;

         (b)      Post shall continue to provide to Executive the same medical,
         dental and vision care coverage under Post's medical, dental and vision
         care plans, policies and programs as Executive was provided pursuant to
         Section 4.9(a) of this Agreement on the day before Executive's
         employment terminated or, if Post cannot provide such coverage under
         Post's medical, dental and vision care plans, policies and programs,
         Post shall provide such coverage to Executive outside such plans,
         policies and programs;

         (c)      Each outstanding stock option granted to Executive by Post
         shall vest and become exercisable immediately to the full extent the
         option would have become exercisable if Executive had remained employed
         by Post for the 15 month period which starts on the date Executive's
         employment terminates, and each such option shall remain exercisable
         until the earlier of (i) the expiration of the term of the option or
         (ii) the date the option would have expired if Executive's employment
         had terminated at the end of the 15 month period which starts on the
         date Executive's employment terminates;

         (d)      Each outstanding restricted stock grant made by Post (whether
         pursuant to the Value Creation Program or otherwise) to Executive shall
         vest to the full extent Executive would have vested in such restricted
         stock if Executive had remained employed by Post for the 15 month
         period which starts on the date Executive's employment terminates;

         (e)      (i)   Post shall treat Executive as an "eligible former
                  employee" under the Value Creation Program if on the date
                  Executive's employment terminates under this Agreement
                  Executive has been employed by Post, Post Apartment Homes or
                  Post Services for at least 6 consecutive years, and such
                  treatment shall be effected under the terms and conditions of
                  the Value Creation Program subject to the following 2
                  exceptions

                  (ii)     when a payment to Executive is made pursuant to
                  Section 5.1(a), (A) such payment shall cancel (to the extent
                  provided in Section 5.1(e)(ii)(B)) Executive's right to the
                  restricted stock grants, if any, which Executive would (but
                  for this Section 5.1(e)(ii)) be eligible to receive under the
                  Value Creation Program after the termination of Executive's
                  employment, (B) (1) such cancellation shall be effected to the
                  extent of the payments made pursuant to Section 5.1(a), (2)
                  such cancellation shall be effected on a dollar-for-dollar
                  basis based on such payments and the value of the stock at the
                  time the grant would (but for this Section 5.1(e)(ii)) have
                  been made to Executive under the Value Creation Program and
                  (3) such cancellation shall be effected until the value of the
                  restricted stock grants so


                                       11
<PAGE>

                  cancelled equals the payments made to Executive pursuant to
                  Section 5.1(a) and (C) Executive by signing this Agreement
                  irrevocably waives any rights which Executive might have under
                  the Value Creation Program to any such restricted stock grant
                  under the Value Creation Program which is cancelled under this
                  Section 5.1(e)(ii), and

                  (iii)    Executive will forfeit Executive's interest in any
                  stock grant made as a result of Executive's treatment as an
                  "eligible former employee" under the Value Creation Program
                  only if Executive in the Committee's judgment engages in a
                  violation of Section 7, Section 8, Section 9 or Section 10 of
                  this Agreement; provided, however

         (f)      No compensation or benefits shall be paid or provided under
         this Section 5.1 if Executive is eligible for any compensation or
         benefits under Section 6.1.

         5.2      For Cause or Without Good Reason. If Post terminates
Executive's employment for Cause or Executive resign without Good Reason,
Executive shall forfeit any rights which Executive might then have to any unpaid
compensation and non-vested benefits, including non-vested options, restricted
stock grants and bonuses to the maximum extent permissible under applicable law.

         5.3      Death or Disability. If Executive's employment terminates as a
result of Executive's death or Disability, the benefits, if any, payable to or
on behalf of Executive shall be determined under the employee benefit plans,
policies and programs in which Executive was a participant pursuant to Section
4.9 and any other agreements or arrangement independent of this Agreement, such
as stock option agreements and restricted stock agreements.

SECTION 6.      TERMINATION AFTER A CHANGE IN CONTROL.

         6.1.     General Rule. If there is a Change in Control and either (a)
Post during Executive's Protection Period terminates Executive's employment
without Cause or (b) Executive during Executive's Protection Period resigns for
Good Reason, then

         (a)      Post shall pay Executive 1.5 times Executive's Base Salary in
         cash in a lump sum within 30 days after the date Executive's employment
         so terminates;

         (b)      Each outstanding stock option granted to Executive by Post
         shall (notwithstanding the terms under which such option was granted)
         become fully vested and exercisable on the date Executive's employment
         so terminates and shall (notwithstanding the terms under which such
         option was granted) remain exercisable for the remaining term of each
         such option (as determined as if there had been no such termination of
         Executive's employment), subject to the same terms and conditions as if
         Executive had remained employed by Post for such term or such period
         (other than any term or condition which gives Post the right to cancel
         any such option);


                                       12
<PAGE>

         (c)      Any restrictions on any outstanding restricted stock grants to
         Executive by Post immediately shall (notwithstanding the terms under
         which such grant was made) expire and Executive's right to such stock
         shall be non-forfeitable;

         (d)      If Executive as a result of Executive's termination of
         employment would forfeit any right to receive a bonus for any period
         under the Shareholder Value Plan, Executive shall be paid Executive's
         target bonus for such period in cash in a lump sum within 30 days after
         the date Executive's employment terminates;

         (e)      Executive with respect to the Value Creation Program shall be
         paid in cash in a lump sum within 30 days after the date Executive's
         employment terminates 50% of Executive's "Percentage" of the "Proforma
         Bonus Pool" for any "Project" in which Executive was a "Team Member"
         for which the "Calculation Period" had not expired but for which no
         "Stock Grant" had been made, all as such terms are defined in the Value
         Creation Program; and

         (f)      From the date of such termination of Executive's employment
         until the end of Executive's Protection Period, Post shall continue to
         provide to Executive the same medical, dental and vision care coverage
         as Executive was provided under Post's medical, dental and vision care
         plans, policies and programs pursuant to Section 4.9(a) of this
         Agreement on the day before Executive's employment terminated or, at
         Executive's election, on any date in the 1 year period which ends on
         the date of such termination of employment; provided, however, if Post
         cannot provide such medical, dental and vision care coverage under
         Post's medical, dental and vision care plans, policies and programs,
         Post either shall provide such coverage to Executive outside such plans
         at no additional expense or tax liability to Executive or shall
         reimburse Executive for Executive's cost to purchase such coverage and
         for any tax liability for such reimbursements.

         6.2.     Termination in Anticipation of a Change in Control. Executive
shall be treated under Section 6.1 as if Executive's employment had been
terminated without Cause or Executive had resigned for Good Reason during
Executive's Protection Period if:

         (a)      Executive's employment is terminated by Post without Cause or
Executive resigns for Good Reason,

         (b)      such termination is effected or such resignation is effective
at any time in the 60 day period which ends on the Effective Date of a Change In
Control, and

         (c)      there is an Effective Date for such Change In Control.

         6.3      No Increase in Other Benefits. If Executive's employment
terminates under the circumstances described in Section 6.1 or Section 6.2,
Executive expressly waives Executive's right, if any, to have any payment made
under Section 6.1 taken into account to increase the benefits otherwise payable
to, or on behalf of, Executive under any employee benefit plan of any kind or
description maintained by Post or an Affiliate.


                                       13
<PAGE>

SECTION 7.      NO SOLICITATION OF CUSTOMERS.

         Executive will not during the Restricted Period for purposes of
competing with Post or any Affiliate, solicit on Executive's own behalf or on
behalf of any other person, firm, or corporation which engages, directly or
indirectly, in the development, operation, management, leasing or landscaping of
a Multifamily Property, any customer of Post or any Affiliate with whom
Executive had a personal business interaction at any time during the 2 years
immediately prior to the termination of Executive's employment by Post. However,
this Section 7 shall not prohibit a general solicitation not targeted at Post's
customers or an Affiliate's customers and in which Executive has no
participation or involvement.

SECTION 8.      ANTIPIRATING OF EMPLOYEES.

         Executive will not during the Restricted Period employ or seek to
employ on Executive's own behalf or on behalf of any other person, firm or
corporation that engages, directly or indirectly, in the development, operation,
management, leasing, or landscaping of a Multifamily Property, any person who
was employed by Post or any Affiliate in an executive, managerial, or
supervisory capacity during the term of Executive's employment by Post and with
whom Executive had business dealings during the 2 year period which ends on the
date Executive's employment by Post terminates (whether or not such employee
would commit a breach of contract), and who has not ceased to be employed by
Post or any Affiliate for a period of at least 1 year. However, this Section 8
shall not prohibit a general solicitation not targeted at Post employees or an
Affiliate's employees and in which Executive has no participation or
involvement.

SECTION 9.      TRADE SECRETS AND CONFIDENTIAL OR PROPRIETARY INFORMATION.

         Executive hereby agrees to hold in a fiduciary capacity for the benefit
of Post and each Affiliate, and will not directly or indirectly use or disclose,
any Trade Secret that Executive may have acquired during the term of Executive's
employment by Post for so long as such information remains a Trade Secret even
if such information remains a Trade Secret after the expiration of the
Restricted Period.

         In addition, Executive agrees during the Restricted Period to hold in a
fiduciary capacity for the benefit of Post and each Affiliate, and not to
directly or indirectly use or disclose, any Confidential or Proprietary
Information that Executive may have acquired (whether or not developed or
compiled by Executive and whether or not Executive was authorized to have access
to such information) during the term of, in the course of, or as a result of
Executive's employment by Post.


                                       14
<PAGE>

SECTION 10.     COVENANT NOT TO COMPETE.

         During the Restricted Period, Executive shall not serve as an employee,
independent contractor, or otherwise render any advice or services similar to
those listed in Section 2 of this Agreement, directly or indirectly, to any
person, firm, or corporation listed on Appendix A of this Agreement with respect
to its operations in Fairfax, Loudon, Arlington and Prince William counties in
Virginia, Montgomery, Howard, Anne Arundel, Prince Georges and Charles counties
in Maryland, the island known as Long Island in New York and the U.S. Office of
Management and Budget's metropolitan statistical area for New York City, New
York. Executive agrees that the entities listed on Appendix A are Post's
principal competitors in the markets where Post is currently engaged in business
in such metropolitan statistical areas. Executive further agrees that Executive
and Post will, in return for additional consideration, agree to update Appendix
A in connection with any annual extension of this Agreement in order to fairly
include only Post's principal competitors.

SECTION 11.     REASONABLE AND NECESSARY RESTRICTIONS.

         Executive acknowledges that the restrictions, prohibitions, and other
provisions set forth in this Agreement, including without limitation the
Restricted Period and those set forth in Section 7, Section 8, Section 9, and
Section 10, are reasonable, fair and equitable in scope, terms, and duration;
are necessary to protect the legitimate business interests of Post; and are a
material inducement to Post to enter into this Agreement. Executive covenants
that Executive will not challenge the enforceability of this Agreement nor will
Executive raise any equitable defense to its enforcement.

SECTION 12.     SPECIFIC PERFORMANCE.

         Executive acknowledges that the obligations undertaken by Executive
pursuant to this Agreement are unique and that Post likely will have no adequate
remedy at law if Executive shall fail to perform any of Executive's obligations
under this Agreement, and Executive therefore confirms that Post's right to
specific performance of the terms of this Agreement is essential to protect the
rights and interests of Post. Accordingly, in addition to any other remedies
that Post may have at law or in equity, Post will have the right to have all
obligations, covenants, agreements, and other provisions of this Agreement
specifically performed by Executive, and Post will have the right to obtain
preliminary and permanent injunctive relief to secure specific performance and
to prevent a breach or contemplated breach of this Agreement by Executive, and
Executive submits to the jurisdiction of the courts of the State of Georgia for
this purpose.

SECTION 13.     TAX PROTECTION.

         If Post or Post's independent accountants (which shall consider such
issue upon the reasonable request of the Executive) determine that any payments
and benefits called for under this Agreement, together with any other payments
and benefits made available to Executive by Post or an Affiliate, will result in
Executive's being subject to an excise tax under Section 4999 of the


                                       15
<PAGE>

Code or if such an excise tax is assessed against Executive as a result of any
such payments and other benefits, Post shall make a Gross Up Payment to or on
behalf of Executive as and when any such determination or assessment is made,
provided Executive takes such action (other than waiving Executive's right to
any payments or benefits in excess of the payments or benefits which Executive
has expressly agreed to waive under this Section 13) as Post reasonably requests
under the circumstances to mitigate or challenge such tax; provided, however, if
Post or Post's independent accountants make such a determination and, further,
determine that Executive will not be subject to any such excise tax if Executive
waives Executive's right to receive a part of such payments or benefits and such
part does not exceed $10,000.00, Executive shall irrevocably waive Executive's
right to receive such part if an independent accountant or lawyer retained by
Executive and paid by Post agrees with the determination made by Post or Post's
independent accountants with respect to the effect of such reduction in payments
or benefits. Any determinations under this Section 13 shall be made in
accordance with Section 280G of the Code and any applicable related regulations
(whether proposed, temporary, or final) and any related Internal Revenue Service
rulings and any related case law and, if Post reasonably requests that Executive
take action to mitigate or challenge, or to mitigate and challenge, any such tax
or assessment (other than waiving Executive's right to any payments or benefits
in excess of the payments or benefits which Executive has expressly agreed to
waive under this Section 13) and Executive complies with such request, Post
shall provide Executive with such information and such expert advice and
assistance from Post's independent accountants, lawyers, and other advisors as
Executive may reasonably request and shall pay for all expenses incurred in
effecting such compliance and any related fines, penalties, interest, and other
assessments.

SECTION 14.     MISCELLANEOUS.

         14.1.    Binding Effect. This Agreement shall inure to the benefit of
and shall be binding upon Executive and Executive's executor, administrator,
heirs, personal representatives, and assigns, and Post and its successors and
assigns; provided, however, that Executive shall not be entitled to assign or
delegate any of Executive's rights or obligations under this Agreement without
the prior written consent of Post.

         14.2.    Construction of Agreement. No provision of this Agreement or
any related document shall be construed against or interpreted to the
disadvantage of Post, Post Apartment Homes, Post Services or Executive by any
court or other governmental or judicial authority, including an arbitrator, by
reason of such person having or being deemed to have structured or drafted such
provision.

         14.3.    Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia.

         14.4.    Survival of Agreements. All covenants and agreements made in
this Agreement shall survive the execution and delivery of this Agreement and
the termination of Executive's employment for any reason.


                                       16
<PAGE>

         14.5.    Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         14.6.    Notices. All notices, requests, consents, and other
communications under this Agreement shall be in writing and shall be deemed to
be given when delivered personally or mailed first class, registered or
certified mail, postage prepaid, in either case, addressed as follows:

         (a)      If to Executive, to Executive's most recent address provided
                  to Post:

         (b)      If to Post:

                  Post Properties, Inc.
                  One Riverside
                  4401 Northside Parkway
                  Suite 800
                  Atlanta, GA 30327-3057
                  Attention: Corporate Secretary

         14.7.    Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

         14.8.    Entire Agreement. This Agreement constitutes the entire
agreement of Post, Post Apartment Homes, Post Services and Executive with
respect to the subject matter of this Agreement and supersedes and replaces all
prior agreements, written or oral, with respect to such subject matter. This
Agreement may be modified only by a written instrument signed by Post, Post
Apartment Homes, Post Services and Executive.

         14.9.    Severability. In the event that any provision or portion of
this Agreement shall be determined to be invalid or unenforceable for any
reason, in whole or in part, the remaining provisions of this Agreement shall be
unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law.

         14.10.   No Waiver. No waiver by Post, Post Apartment Homes, Post
Services or Executive of any breach by any other party to this Agreement of any
condition or provision set forth in this Agreement to be performed by such other
party shall be deemed a waiver of a similar or dissimilar condition or provision
at the same or any prior or subsequent time. Any waiver must be in writing and
signed by Executive or an authorized officer of Post, as the case may be.

         14.11.   Reference; Non-Disparagement. In the event of Executive's
termination without Cause or resignation for Good Reason, Post agrees to provide
Executive with a reference. Post agrees not to disparage or demean Executive,
publicly or otherwise, and Executive agrees not to disparage or demean Post or
any Affiliates or any of their officers or directors, or shareholders, publicly
or otherwise.


                                       17
<PAGE>

         IN WITNESS WHEREOF, Post, Post Apartment Homes, Post Services and
Executive have executed this Agreement as of the Agreement Date.


                                  POST PROPERTIES, INC.



                                  By: /s/ David P. Stockert
                                     ------------------------------------------
                                  Name:  David P. Stockert
                                  Title: President and Chief Executive Officer
                                  Date: September 21, 2004
                                       ---------------------------


                                  POST APARTMENT HOMES, L.P.
                                  By: Post GP Holdings, Inc.



                                  By: /s/ David P. Stockert
                                     ------------------------------------------
                                  Name:  David P. Stockert
                                  Title: President and Chief Executive Officer
                                  Date: September 21, 2004
                                       ---------------------------


                                  POST SERVICES, INC.



                                  By: /s/ David P. Stockert
                                     ------------------------------------------
                                  Name:  David P. Stockert
                                  Title: President and Chief Executive Officer
                                  Date: September 21, 2004
                                       ---------------------------


                                  EXECUTIVE


                                     /s/ Martin Howle
                                     ------------------------------------------
                                  Name:  Martin Howle
                                  Title: Executive Vice President,
                                         Regional Investment Director
                                  Date: September 24, 2004
                                       ---------------------------


                                       18
<PAGE>

                                   APPENDIX A

AMLI Residential Properties Trust
Apartment Investment and Management Company (AIMCO)
Archstone-Smith
Bozzuto & Associates
Camden Property Trust
Cornerstone Realty Income Trust Inc.
Equity Residential
Fairfield Properties, L.P.
Gables Residential Trust
JPI
KSI
Lincoln Property Company
PN Hoffman
Summit Properties Inc.
The Hanover Company
The Related Company's
Trammell Crow Residential
United Dominion Realty Trust
Wood Partners, LLC