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 an