ARTICLES OF AMENDMENT
ARTICLES OF INCORPORATION
POST PROPERTIES, INC.
The name of the corporation is Post Properties, Inc. (the "Corporation").
The amendment (the "Amendment") is to add the following as a new Article 2(d) of the Corporation's Articles of
Incorporation, to determine the terms of a series of the Preferred Stock:
"(d) 8 1/2% Series A Cumulative Redeemable Preferred Shares.
(i) TITLE. The series of Preferred Stock is hereby designated as the "8 1/2% Series A Cumulative Redeemable
Preferred Shares" (the "Series A Preferred Shares").
(ii) NUMBER. The maximum number of authorized shares of the Series A Preferred Shares shall be 1,150,000.
(iii) RELATIVE SENIORITY. In respect of rights to receive dividends and to participate in distributions of
payments in the event of any liquidation, dissolution or winding up of the Corporation, the Series A Preferred
Shares shall rank senior to the Common Stock and any other class or series of shares of the Corporation ranking,
as to dividends and upon liquidation, junior to the Series A Preferred Shares (collectively, "Junior Shares").
(A) The holders of the then outstanding Series A Preferred Shares shall be entitled to receive, when and as
declared by the Board of Directors out of any funds legally available therefor, cumulative dividends at the rate of
$4.25 per share per year, payable in equal amounts of $1.0625 per share quarterly in cash on the last day of
each March, June, September, and December or, if not a Business Day (as hereinafter defined), the next
succeeding Business Day. Dividends shall begin on December 31, 1996 (each such day being hereafter called a
"Quarterly Dividend Date" and each period ending on a Quarterly Dividend Date being hereinafter called a
"Dividend Period"). Dividends shall be payable to holders of record as they appear in the share
records of the Corporation at the close of business on the applicable record date (the "Record Date"), which
shall be t