X0202 4 2005-09-06 0 0000903127 POST PROPERTIES INC PPS 0001232996 FRENCH RUSSELL R 4401 NORTHSIDE PARKWAY SUITE 800 ATLANTA GA 30327-3057 1 0 0 0 Phantom Stock Units 2005-09-06 4 J 0 8915 A Common Stock 8915 8915 D Phantom Stock Units 2005-09-06 4 J 0 2275 A Common Stock 2275 2275 D In August 2005, the board of directors of the Issuer approved the amendment and restatement of the Issuer's deferred compensation plan (the "plan") under which a director may defer all or a portion of fees payable to the director during any calendar year for services as a member of the Issuer's board of directors. After the amendments to the plan, distributions from the plan may only be made in the Issuer's stock and the Issuer's stock will be the only benchmark investment alternative available under the plan. The Issuer issued a number of shares of stock to the rabbi trust on September 6, 2005 in connection with the amended plan equal to the shares held in the reporting person's bookkeeping representing the aggregate number of shares credited to the reporting person's account since he began participation in the plan. Each unit is exchangeable for 1 share. Under the revised terms of the plan, the reporting person may direct the voting of shares held by the rabbi trust equal to the number of shares held in his account. Under the amended plan, amounts historically credited to the reporting person's account into benchmark investment alternatives other than the Issuer's stock were converted into accounts of Issuer phantom stock by application of a formula specified in the amended plan. Under the formula, the number of phantom shares to be credited to the reporting person's account was determined by dividing the value of the alternative investments in the reporting person's account by the average of the closing price of a share of the Issuer's stock for each of the five consecutive trading days ending with August 16, 2005. /s/ Sherry Cohen, Power of Attorney 2005-09-08