X0202 4 2005-09-30 0 0000903127 POST PROPERTIES INC PPS 0001186880 DE WAAL RONALD 4401 NORTHSIDE PARKWAY SUITE 800 ATLANTA GA 30327-3057 1 0 0 0 Phantom Stock Units 2005-09-30 4 J 0 252 A Common Stock 252 5853 D Under the Issuer's amended and restated deferred compensation plan (the "plan"), a director may defer all or a portion of the fees payable to the director during any calendar year for services as a member of the Issuer's board of directors. The Issuer's stock is the only benchmark investment alternative available under the plan and distributions from the plan may only be made in the Issuer's stock. Effective September 30, 2005, the Issuer issued a number of shares of stock to a rabbi trust organized in connection with the plan equal to the number of shares credited to the reporting person's bookkeeping account for compensation deferred under the plan for the quarter ended September 30, 2005. Under the plan, the reporting person may direct the voting of shares held by the rabbi trust equal to the number of phantom shares held in his account. /s/ Sherry Cohen, Power of Attorney 2005-10-04