AMENDMENT NUMBER THREE
POST PROPERTIES, INC. PROFIT SHARING/ss. 401(K) PLAN
AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1994
Pursuant to ss. 13.1 of the Post Properties, Inc. Profit Sharing/ss. 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 ss. 3.19, Forfeiture, to read as follows:
"3.19. Forfeiture -- means the nonvested portion of an Individual Account of an Employee that is deducted from
such Account in accordance with the terms of this Plan."
2. By amending ss. 6.2(a), Forfeitures, to insert the phrase "attributable to Profit Sharing Contributions" after the
3. By amending the last sentence of ss. 6.5, Account Debits and Allocation of Adjustment, to read as follows:
"For purposes of allocating the Adjustment for any Valuation Date, the Individual Accounts shall be adjusted for
contributions, distributions, withdrawals and other applicable debits and credits in accordance with procedures
established for such purpose by the Plan's recordkeeper."
4. By amending ss. 6.6, Allocation Report, to read as follows:
"6.6. Allocation Report. At least annually and at such other times as determined by the Plan Sponsor, if any, each
person for whom an Individual Account is maintained shall be provided with a statement showing the amounts
allocated to and the new value of that Individual Account."
5. By amending the last sentence in ss. 8.4(b), Immediate Payment, to read as follows:
"If the vested portion of an Employee's Individual Account is $3,500 or less at the time of his or her Employment
Termination Date (or at the time of any prior distribution), such Employee shall be deemed to have requested an
immediate payment under this ss. 8.4(b) and that vested portion shall be paid in accordance with ss. 9.1(c) and
procedures established by the Plan Sponsor as soon as practicable after the Employee's Employment
6. By amending s