EXHIBIT 10.1 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

EXHIBIT 10.1

_______________________________________________________________________________
_______________________________________________________________________________

SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP

POST APARTMENT HOMES, L.P.

Dated as of October 24, 1997

_______________________________________________________________________________
_______________________________________________________________________________

TABLE OF CONTENTS

PAGE
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ARTICLE 1
DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 2
ORGANIZATIONAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.2 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2.3 Registered Office and Agent; Principal Office . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2.4 Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2.5 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE 3
PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.1 Purpose and Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.2 Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE 4
CAPITAL CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 4.1 Capital Contributions of the Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 4.2 Issuances of Additional Partnership Interests . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.3 Contribution of Proceeds of Issuance of REIT Shares . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 5
DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 5.1 Requirement and Characterization of Distributions . . . . . . . . . . . . . . . . . . . . . 19
Section 5.2 Amounts Withheld . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 5.3 Distributions Upon Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE 6
ALLOCATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 6.1 Allocations For Capital Account Purposes . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE 7
MANAGEMENT AND OPERATIONS OF BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 7.1 Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 7.2 Certificate of Limited Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 7.3 Restrictions on General Partner's Authority . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 7.4 Reimbursement of the General Partner and PPI . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.5 Outside Activities of the General Partner, Post LP Holdings and PPI . . . . . . . . . . . . 28

Section 7.6 Contracts with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 7.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 7.8 Liability of the General Partner and PPI . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 7.9 Other Matters Concerning the General Partner . . . . . . . . . . . . . . . . . . . . . . . 32
Section 7.10 Title to Partnership Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 7.11 Reliance by Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE 8
RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 8.1 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 8.2 Management of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 8.3 Outside Activities of Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 8.4 Return of Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 8.5 Rights of Limited Partners Relating to the Partnership . . . . . . . . . . . . . . . . . . 34
Section 8.6 Redemption Right . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE 9
BOOKS, RECORDS, ACCOUNTING AND REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 9.1 Records and Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 9.2 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 9.3 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE 10
TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 10.1 Preparation of Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 10.2 Tax Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 10.3 Tax Matters Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 10.4 Organizational Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 10.5 Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE 11
TRANSFERS AND WITHDRAWALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 11.1 Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 11.2 Transfer of Post Partners' Partnership Interests or PPI's Ownership
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 11.3 Limited Partners' Rights to Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 11.4 Substituted Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 11.5 Assignees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 11.6 General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE 12
ADMISSION OF PARTNERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 12.1 Admission of Successor General Partner . . . . . . . . . . . . . . . . . . . . . . . . . . 45

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Section 12.2 Admission of Additional Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 12.3 Amendment of Agreement and Certificate of Limited Partnership . . . . . . . . . . . . . . . 46

ARTICLE 13
DISSOLUTION, LIQUIDATION AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 13.1 Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 13.2 Winding Up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 13.3 Negative Capital Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 13.4 Deemed Distribution and Recontribution . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 13.5 Rights of Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 13.6 Notice of Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 13.7 Termination of Partnership and Cancellation of Certificate
of Limited Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 13.8 Reasonable Time for Winding-Up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 13.9 Waiver of Partition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE 14
AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 14.1 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 14.2 Meetings of the Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE 15
GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 15.1 Addresses and Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 15.2 Titles and Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 15.3 Pronouns and Plurals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 15.4 Further Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 15.5 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 15.6 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 15.7 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 15.8 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 15.9 Invalidity of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 15.10 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 15.11 Guarantee by PPI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

Exhibits:

Exhibit A - Partner, Contributions and Partnership Interests
Exhibit B - Capital Account Maintenance
Exhibit C - Special Allocation Rules
Exhibit D - Value of Contributed Property
Exhibit E - Notice of Redemption
Exhibit F - Designation of the Voting Powers, Designation, Preferences and Relative, Participating, Optional or Other
Special Rights and Qualifications, Limitations or Restrictions of the Series A Preferred Partnership Units

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SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
POST APARTMENT HOMES, L.P.

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP,
dated as of October 24, 1997, is entered into by and among Post GP Holdings,
Inc. ("Post GP Holdings"), a Georgia corporation, as the General Partner, and
the Persons whose names are set forth on Exhibit A as attached hereto, as the
Limited Partners, including Post LP Holdings, Inc. ("Post LP Holdings"), a
Georgia corporation, together with any other Persons who become Partners in the
Partnership as provided herein. Post Properties, Inc. ("PPI"), a Georgia
corporation, owns all of the stock of Post GP Holdings and Post LP Holdings but
is not a partner in the Partnership.

ARTICLE 1
DEFINED TERMS

The following definitions shall be for all purposes, unless otherwise
clearly indicated to the contrary, applied to the terms used in this Agreement.

"Act" means the Georgia Revised Uniform Limited Partnership Act
(Official Code of Georgia Annotated, Sections 14-9-100 et seq.), as it may be
amended from time to time, and any successor to such statute. References to
specific Sections of the Act refer to the corresponding Sections of the
Official Code of Georgia Annotated.

"Additional Limited Partner" means a Person admitted to the
Partnership as a Limited Partner pursuant to Section 4.2 hereof and who is
shown as such on the books and records of the Partnership.

"Adjusted Capital Account" means the Capital Account maintained for
each Partner as of the end of each Partnership Year (i) increased by any
amounts which such Partner is obligated to restore pursuant to any provision of
this Agreement or is deemed to be obligated to restore pursuant to the
penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5),
and (ii) decreased by the items described in Regulations Sections
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).
The foregoing definition of Adjusted Capital Account is intended to comply with
the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be
interpreted consistently therewith.

"Adjusted Capital Account Deficit" means, with respect to any Partner,
the deficit balance, if any, in such Partner's Adjusted Capital Account as of
the end of the relevant Partnership Year.

"Adjusted Property" means any property the Carrying Value of which has
been adjusted pursuant to Exhibit B hereof. Once an Adjusted Property is deemed
distributed by, and recontributed to, the Partnership for federal income tax
purposes upon a termination thereof pursuant to

Section 708 of the Code, such property shall thereafter constitute a
Contributed Property until the Carrying Value of such property is further
adjusted pursuant to Exhibit B hereof.

"Affiliate" means, with respect to any Person, (i) any Person directly
or indirectly controlling, controlled by or under common control with such
Person, (ii) any Person owning or controlling ten percent (10%) or more of the
outstanding voting interests of such Person, (iii) any Person of which such
Person owns or controls ten percent (10%) or more of the voting interests, or
(iv) any officer, director, general partner or trustee of such Person or of any
Person referred to in clauses (i), (ii), and (iii) above.

"Agreed Value" means (i) in the case of any Contributed Property set
forth in Exhibit D and as of the time of its contribution to the Partnership,
the Agreed Value of such property as set forth in Exhibit D; (ii) in the case
of any Contributed Property not set forth in Exhibit D and as of the time of
its contribution to the Partnership, the 704(c) Value of such property or other
consideration, reduced by any liabilities either assumed by the Partnership
upon such contribution or to which such property is subject when contributed,
and (iii) in the case of any property distributed to a Partner by the
Partnership, the Partnership's Carrying Value of such property at the time such
property is distributed, reduced by any indebtedness either assumed by such
Partner upon such distribution or to which such property is subject at the time
of distribution as determined under Section 752 of the Code and the Regulations
thereunder.

"Agreement" means this Second Amended and Restated Agreement of
Limited Partnership, as it may be amended, supplemented or restated from time
to time.

"Articles of Incorporation" means the Articles of Restatement of the
Articles of Incorporation of PPI filed in the State of Georgia on July 21,
1993, as amended or restated from time to time.

"Assignee" means a Person to whom one or more Partnership Units have
been transferred in a manner permitted under this Agreement, but who has not
become a Substituted Limited Partner, and who has the rights set forth in
Section 11.5.

"Available Cash" means, with respect to any period for which such
calculation is being made,

(i) the sum of:

(a) the Partnership's Net Income or Net Loss (as the case
may be) for such period (without regard to adjustments resulting from
allocations described in Sections 1.A through 1.E of Exhibit C),

(b) Depreciation and all other noncash charges deducted
in determining Net Income or Net Loss for such period,

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(c) the amount of any reduction in the reserves of the
Partnership referred to in clause (ii)(f) below (including, without
limitation, reductions resulting because the General Partner
determines such amounts are no longer necessary),

(d) the excess of proceeds from the sale, exchange,
disposition, or refinancing of Partnership property for such period
over the gain (or loss, as the case may be) recognized from such sale,
exchange, disposition, or refinancing during such period (excluding
Terminating Capital Transactions), and

(e) all other cash received by the Partnership for such
period that was not included in determining Net Income or Net Loss for
such period;

(ii) less the sum of:

(a) all principal debt payments made during such period
by the Partnership,

(b) capital expenditures made by the Partnership during
such period,

(c) investments in any entity (including loans made
thereto) to the extent that such investments are not otherwise
described in clause (ii)(a) or (ii)(b),

(d) all other expenditures and payments not deducted in
determining Net Income or Net Loss for such period,

(e) any amount included in determining Net Income or Net
Loss for such period that was not received by the Partnership during
such period,

(f) the amount of any increase in reserves during such
period which the General Partner determines to be necessary or
appropriate in its sole and absolute discretion, and

(g) the amount of any working capital accounts and other
cash or similar balances which the General Partner determines to be
necessary or appropriate in its sole and absolute discretion.

Notwithstanding the foregoing, Available Cash shall not include any
cash received or reductions in reserves, or take into account any disbursements
made or reserves established, after commencement of the dissolution and
liquidation of the Partnership.

"Book-Tax Disparities" means, with respect to any item of Contributed
Property or Adjusted Property, as of the date of any determination, the
difference between the Carrying Value of such Contributed Property or Adjusted
Property and the adjusted basis thereof for federal income tax purposes as of
such date. A Partner's share of the Partnership's Book-Tax Disparities in all
of its Contributed Property and Adjusted Property will be reflected by the
difference between such

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Partner's Capital Account balance as maintained pursuant to Exhibit B and the
hypothetical balance of such Partner's Capital Account computed as if it had
been maintained strictly in accordance with federal income tax accounting
principles.

"Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law
to close.

"Capital Account" means the Capital Account maintained for a Partner
pursuant to Exhibit B hereof.

"Capital Contribution" means, with respect to any Partner, any cash,
cash equivalents or the Agreed Value of Contributed Property which such Partner
contributes or is deemed to contribute to the Partnership pursuant to Section
4.1, 4.2 or 4.3 hereof.

"Carrying Value" means (i) with respect to a Contributed Property or
Adjusted Property, the 704(c) Value of such property reduced (but not below
zero) by all Depreciation with respect to such Property charged to the
Partners' Capital Accounts, and (ii) with respect to any other Partnership
property, the adjusted basis of such property for federal income tax purposes,
all as of the time of determination. The Carrying Value of any property shall
be adjusted from time to time in accordance with Exhibit B hereof, and to
reflect changes, additions or other adjustments to the Carrying Value for
dispositions and acquisitions of Partnership properties, as deemed appropriate
by the General Partner.

"Cash Amount" means an amount of cash equal to the Value on the
Valuation Date of the REIT Shares Amount.

"Certificate" means the Certificate of Limited Partnership relating to
the Partnership filed in the office of the Georgia Secretary of State, as
amended from time to time in accordance with the terms hereof and the Act.

"Code" means the Internal Revenue Code of 1986, as amended and in
effect from time to time, as interpreted by the applicable regulations
thereunder. Any reference herein to a specific section or sections of the Code
shall be deemed to include a reference to any corresponding provision of future
law.

"Common Partnership Unit" means a Partnership Unit that is not a
Preferred Partnership Unit.

"Consent" means the consent or approval of a proposed action by a
Partner given in accordance with Section 14.2 hereof.

"Contributed Property" means each property or other asset, in such
form as may be permitted by the Act, but excluding cash, contributed or deemed
contributed to the Partnership (or deemed

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contributed to the Partnership on termination and reconstitution thereof
pursuant to Section 708 of the Code). Once the Carrying Value of a Contributed
Property is adjusted pursuant to Exhibit B hereof, such property shall no
longer constitute a Contributed Property for purposes of Exhibit B hereof, but
shall be deemed an Adjusted Property for such purposes.

"Conversion Factor" means 1.0, provided that in the event that PPI (i)
declares or pays a dividend on its outstanding REIT Shares in REIT Shares or
makes a distribution to all holders of its outstanding REIT Shares in REIT
Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its
outstanding REIT Shares into a smaller number of REIT Shares, the Conversion
Factor shall be adjusted by multiplying the Conversion Factor by a fraction,
the numerator of which shall be the number of REIT Shares issued and
outstanding on the record date for such dividend, distribution, subdivision or
combination (assuming for such purposes that such dividend, distribution,
subdivision or combination has occurred as of such time), and the denominator
of which shall be the actual number of REIT Shares (determined without the
above assumption) issued and outstanding on the record date for such dividend,
distribution, subdivision or combination. Any adjustment to the Conversion
Factor shall become effective immediately after the effective date of such
event retroactive to the record date, if any, for such event.

"Debt" means, as to any Person, as of any date of determination, (i)
all indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services; (ii) all amounts owed by such Person to banks or
other Persons in respect of reimbursement obligations under letters of credit,
surety bonds and other similar instruments guaranteeing payment or other
performance of obligations by such Person; (iii) all indebtedness for borrowed
money or for the deferred purchase price of property or services secured by any
lien on any property owned by such Person, to the extent attributable to such
Person's interest in such property, even though such Person has not assumed or
become liable for the payment thereof; and (iv) lease obligations of such
Person which, in accordance with generally accepted accounting principles,
should be capitalized.

"Depreciation" means, for each fiscal year, an amount equal to the
federal income tax depreciation, amortization, or other cost recovery deduction
allowable with respect to an asset for such year, except that if the Carrying
Value of an asset differs from its adjusted basis for federal income tax
purposes at the beginning of such year or other period, Depreciation shall be
an amount which bears the same ratio to such beginning Carrying Value as the
federal income tax depreciation, amortization, or other cost recovery deduction
for such year bears to such beginning adjusted tax basis; provided, however,
that if the federal income tax depreciation, amortization, or other cost
recovery deduction for such year is zero, Depreciation shall be determined with
reference to such beginning Carrying Value using any reasonable method selected
by the General Partner.

"Effective Date" means October 24, 1997.

"General Partner" means Post GP Holdings or its successors as general
partner of the Partnership.

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"General Partner Interest" means a Partnership Interest held by the
General Partner that is a general partnership interest. A General Partner
Interest may be expressed as a number of Partnership Units.

"IRS" means the Internal Revenue Service, which administers the
internal revenue laws of the United States.

"Immediate Family" means, with respect to any natural Person, such
natural Person's spouse and such natural Person's natural or adoptive parents,
descendants, nephews, nieces, brothers, and sisters.

"Incapacity" or "Incapacitated" means, (i) as to any individual
Partner, death, total physical disability or entry by a court of competent
jurisdiction adjudicating him incompetent to manage his Person or his estate;
(ii) as to any corporation which is a Partner, the filing of a certificate of
dissolution, or its equivalent, for the corporation or the revocation of its
charter; (iii) as to any partnership which is a Partner, the dissolution and
commencement of winding up of the partnership; (iv) as to any estate which is a
Partner, the distribution by the fiduciary of the estate's entire interest in
the Partnership; (v) as to any trustee of a trust which is a Partner, the
termination of the trust (but not the substitution of a new trustee); or (vi)
as to any Partner, the bankruptcy of such Partner. For purposes of this
definition, bankruptcy of a Partner shall be deemed to have occurred when (a)
the Partner commences a voluntary proceeding seeking liquidation,
reorganization or other relief under any bankruptcy, insolvency or other
similar law now or hereafter in effect, (b) the Partner is adjudged as bankrupt
or insolvent, or a final and nonappealable order for relief under any
bankruptcy, insolvency or similar law now or hereafter in effect has been
entered against the Partner, (c) the Partner executes and delivers a general
assignment for the benefit of the Partner's creditors, (d) the Partner files an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against the Partner in any proceeding of the
nature described in clause (b) above, (e) the Partner seeks, consents to or
acquiesces in the appointment of a trustee, receiver or liquidator for the
Partner or for all or any substantial part of the Partner's properties, (f) any
proceeding seeking liquidation, reorganization or other relief of or against
such Partner under any bankruptcy, insolvency or other similar law now or
hereafter in effect has not been dismissed within one hundred twenty (120) days
after the commencement thereof, (g) the appointment without the Partner's
consent or acquiescence of a trustee, receiver or liquidator has not been
vacated or stayed within ninety (90) days of such appointment, or (h) an
appointment referred to in clause (g) is not vacated within ninety (90) days
after the expiration of any such stay.

"Indemnitee" means (i) any Person made a party to a proceeding by
reason of (A) its status as the General Partner, (B) its status as the sole
shareholder of the General Partner (i.e. PPI), (C) his status as a director or
officer of the Partnership, the General Partner PPI or any Subsidiary of PPI or
the Partnership, or (D) his or its liability, pursuant to a loan guaranty or
otherwise, for any indebtedness of the Partnership or any Subsidiary of the
Partnership (including without limitation any indebtedness which the
Partnership or any Subsidiary of the Partnership has assumed or taken subject
to), and (ii) such other Persons (including Affiliates and Subsidiaries of the
General Partner,

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PPI or the Partnership) as the General Partner may designate from time to time
(whether before or after the event giving rise to potential liability), in its
sole and absolute discretion.

"IPO" means the closing on July 22, 1993 of the initial public
offering of shares of PPI pursuant to that certain Purchase Agreement among
Post Apartment Homes, L.P., PPI and the representatives of the several
underwriters.

"Limited Partner" means any Person named as a Limited Partner in
Exhibit A attached hereto, as such Exhibit may be amended from time to time, or
any Substituted Limited Partner or Additional Limited Partner, in such Person's
capacity as a Limited Partner in the Partnership. The General Partner shall
maintain the information set forth in Exhibit A hereto, as such information
shall change from time to time, in such form as the General Partner deems
appropriate for the conduct of the Partnership's affairs, and Exhibit A shall
be deemed amended from time to time to reflect the information so maintained by
the General Partner, whether or not a formal amendment to this Agreement has
been executed amending such Exhibit A. Such information shall reflect (and
Exhibit A shall be deemed amended from time to time to reflect) the issuance of
any additional Partnership Units to the General Partner or any other Person,
the transfer of Partnership Units and the redemption of any Partnership Units,
all as contemplated herein.

"Limited Partner Interest" means a Partnership Interest of a Limited
Partner in the Partnership representing a fractional part of the Partnership
Interests of all Limited Partners and includes any and all benefits to which
the holder of such a Partnership Interest may be entitled as provided in this
Agreement, together with all obligations of such Person to comply with the
terms and provisions of this Agreement. A Limited Partner Interest may be
expressed as a number of Partnership Units of any one or more classes.

"Liquidation Preference Amount" means, with respect to any Preferred
Partnership Unit, the amount payable with respect to such Preferred Partnership
Unit (as established by the instrument designating such Preferred Partnership
Units) upon the voluntary or involuntary dissolution, liquidation or winding up
of the Partnership, or upon the earlier redemption of such Preferred
Partnership Units, as the case may be.

"Liquidator" has the meaning set forth in Section 13.2.

"Net Income" means, for any taxable period, the excess, if any, of the
Partnership's items of income and gain for such taxable period over the
Partnership's items of loss and deduction for such taxable period. The items
included in the calculation of Net Income shall be determined in accordance
with Exhibit B. Once an item of income, gain, loss or deduction that has been
included in the initial computation of Net Income is subjected to the special
allocation rules in Exhibit C, Net Income or the resulting Net Loss, whichever
the case may be, shall be recomputed without regard to such item.

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"Net Loss" means, for any taxable period, the excess, if any, of the
Partnership's items of loss and deduction for such taxable period over the
Partnership's items of income and gain for such taxable period. The items
included in the calculation of Net Loss shall be determined in accordance with
Exhibit B. Once an item of income, gain, loss or deduction that has been
included in the initial computation of Net Loss is subjected to the special
allocation rules in Exhibit C, Net Loss or the resulting Net Income, whichever
the case may be, shall be recomputed without regard to such item.

"Nonrecourse Built-in Gain" means, with respect to any Contributed
Properties or Adjusted Properties that are subject to a mortgage or negative
pledge securing a Nonrecourse Liability, the amount of any taxable gain that
would be allocated to the Partners pursuant to Section 2.B of Exhibit C if such
properties were disposed of in a taxable transaction in full satisfaction of
such liabilities and for no other consideration.

"Nonrecourse Deductions" has the meaning set forth in Regulations
Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a
Partnership Year shall be determined in accordance with the rules of
Regulations Section 1.704-2(c).

"Nonrecourse Liability" has the meaning set forth in Regulations
Section 1.752-1(a)(2).

"Notice of Redemption" means the Notice of Redemption substantially in
the form of Exhibit E to this Agreement.

"Original Limited Partner" means a Limited Partner who was a Partner
on the date of closing of the IPO and who owns one or more Original Limited
Partnership Units on the date action is called for under Section 13.1.

"Original Limited Partnership Unit" means a Partnership Unit held by
an Original Limited Partner on the date of closing of the IPO and held by such
Original Limited Partner on the date action is called for under Section 13.1.

"Ownership Interest" means the stock and securities (including
evidence of indebtedness) of the General Partner and Post LP Holdings at any
time owned or held directly or indirectly by PPI.

"Partner" means a General Partner or a Limited Partner, and "Partners"
means the General Partner and the Limited Partners.

"Partner Minimum Gain" means an amount, with respect to each Partner
Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if
such Partner Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Regulations Section 1.704-2(i)(3).

"Partner Nonrecourse Debt" has the meaning set forth in Regulations
Section 1.704-2(b)(4).

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"Partner Nonrecourse Deductions" has the meaning set forth in
Regulations Section 1.704-2(i)(2), and the amount of Partner Nonrecourse
Deductions with respect to a Partner Nonrecourse Debt for a Partnership Year
shall be determined in accordance with the rules of Regulations Section
1.704-2(i)(2).

"Partnership" means the limited partnership formed under the Act and
pursuant to the Prior Agreement, as amended and restated pursuant to this
Agreement, and any successor thereto.

"Partnership Interest" means an ownership interest in the Partnership
representing a Capital Contribution by either a Limited Partner or the General
Partner and includes any and all benefits to which the holder of such a
Partnership Interest may be entitled as provided in this Agreement, together
with all obligations of such Person to comply with the terms and provisions of
this Agreement. A Partnership Interest may be expressed as a number of
Partnership Units.

"Partnership Minimum Gain" has the meaning set forth in Regulations
Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as
any net increase or decrease in Partnership Minimum Gain, for a Partnership
Year shall be determined in accordance with the rules of Regulations Section
1.704-2(d).

"Partnership Record Date" means the record date established by the
General Partner for the distribution of Available Cash pursuant to Section 5.1
hereof, which record date shall be the same as the record date established by
the General Partner for a distribution to its shareholders of some or all of
its portion of such distribution.

"Partnership Unit" means a fractional, undivided share of the
Partnership Interests of all Partners issued pursuant to Sections 4.1 and 4.2.
The ownership of Partnership Units may be evidenced by such form of certificate
for units, if any, as the General Partner adopts from time to time on behalf of
the Partnership. Without limitation on the authority of the General Partner as
set forth in Section 4.2 hereof, the General Partner may designate any
Partnership Units, when issued, as Common Partnership Units or as Preferred
Partnership Units, may establish any other class of Partnership Units, and may
designate one or more series of any class of Partnership Units.

"Partnership Year" means the fiscal year of the Partnership, which
shall be the calendar year.

"Percentage Interest" means, as to a Partner, with respect to any
class of Partnership Units held by such Partner, its interest in such class of
Partnership Units as determined by dividing the number of Partnership Units in
such class owned by such Partner by the total number of Partnership Units in
such class then outstanding.

"Person" means an individual or a corporation, partnership, trust,
unincorporated organization, association or other entity.

"Post GP Holdings" means Post GP Holdings, Inc., a Georgia
corporation.

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"Post LP Holdings" means Post LP Holdings, Inc., a Georgia
corporation.

"PPI" means Post Properties, Inc., a Georgia corporation.

"Post Merger Sub" means Post Interim Holdings, Inc., a Georgia
corporation formerly known as Post LP Holdings, Inc., or more fully discussed
in Section 12.4 hereof.

"Post Partners" means Post GP Holdings and Post LP Holdings.

"Preferred Partnership Unit" means any Partnership Unit issued from
time to time pursuant to Section 4.2 hereof that is designated by the General
Partner at the time of its issuance as a Preferred Partnership Unit. Each
Preferred Partnership Unit shall have such designations, preferences and
relative, participating, optional or other special rights, powers and duties,
including rights, powers and duties senior to Limited Partner Interests and
Common Partnership Units, all as shall be determined by the General Partner
subject to the requirements of Section 4.2 hereof.

"Principal" means each of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇, in his
individual capacity as a Limited Partner.

"Principal-Controlled Partnership" means any of those certain general
partnerships which, on the date of execution of this Agreement, has as its sole
partners a Principal and a corporation which is wholly owned by such Principal
and which becomes a Partner at the time of execution of this Agreement by
reason of a Capital Contribution pursuant to Section 4.1 hereof.

"Prior Agreement" means the Agreement of Limited Partnership of Post
Apartment Homes, L.P., dated as of May 14, 1993, between PPI as the sole
general partner and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as the sole limited partner, as amended
and restated in its entirety by the First Amended and Restated Agreement of
Limited Partnership of Post Apartment Homes, L.P., dated as of July 22, 1993,
between PPI as the sole general partner and the Limited Partners of Post
Apartment Homes, L.P., as further amended by the First Amendment to First
Amended and Restated Agreement of Limited Partnership of Post Apartment Homes,
L.P., dated as of October 1, 1996, and as further amended by the Second
Amendment to First Amended and Restated Agreement of Limited Partnership of
Post Apartment Homes, L.P., dated as of October 15, 1996, which Prior Agreement
is, itself, amended and restated in its entirety by this Agreement as of the
Effective Date.

"Recapture Income" means any gain recognized by the Partnership upon
the disposition of any property or asset of the Partnership, which gain is
characterized as ordinary income because it represents the recapture of
deductions previously taken with respect to such property or asset.

"Redeeming Partner" has the meaning set forth in Section 8.6 hereof.

"Redemption Amount" means either the Cash Amount or the REIT Shares
Amount, as determined by PPI in its sole and absolute discretion. A Redeeming
Partner shall have no right,

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without the General Partner's and PPI's consent, to receive the Redemption
Amount in the form of the REIT Shares Amount.

"Redemption Right" shall have the meaning set forth in Section 8.6
hereof.

"Regulations" means the Income Tax Regulations promulgated under the
Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

"REIT" means a real estate investment trust under Section 856 of the
Code.

"REIT Share" shall mean a share of common stock of PPI.

"REIT Shares Amount" shall mean a number of REIT Shares equal to the
product of the number of Common Partnership Units offered for redemption by a
Redeeming Partner, multiplied by the Conversion Factor; provided that in the
event PPI issues to all holders of REIT Shares rights, options, warrants or
convertible or exchangeable securities entitling the shareholders to subscribe
for or purchase REIT Shares, or any other securities or property (collectively,
the "rights") then the REIT Shares Amount shall also include such rights that a
holder of that number of REIT Shares would be entitled to receive.

"Residual Gain" or "Residual Loss" means any item of gain or loss, as
the case may be, of the Partnership recognized for federal income tax purposes
resulting from a sale, exchange or other disposition of Contributed Property or
Adjusted Property, to the extent such item of gain or loss is not allocated
pursuant to Section 2.B.1(a) or 2.B.2(a) of Exhibit C to eliminate Book-Tax
Disparities.

"704(c) Value" of any Contributed Property means the value of such
property as set forth in Exhibit D, or if no value is set forth in Exhibit D,
the fair market value of such property or other consideration at the time of
contribution as determined by the General Partner using such reasonable method
of valuation as it may adopt; provided, however, that the 704(c) Value of any
property deemed contributed to the Partnership for federal income tax purposes
upon termination and reconstitution thereof pursuant to Section 708 of the Code
shall be determined in accordance with Exhibit B hereof. Subject to Exhibit B
hereof, the General Partner shall, in its sole and absolute discretion, use
such method as it deems reasonable and appropriate to allocate the aggregate of
the 704(c) Values of Contributed Properties in a single or integrated
transaction among the separate properties on a basis proportional to their
respective fair market values.

"Series A Preferred Partnership Unit" means a Partnership Unit issued
by the Partnership to PPI in consideration of the contribution by PPI to the
Partnership of the entire net proceeds received by PPI from the issuance of the
Series A Preferred Shares on October 1, 1996. The Series A Preferred
Partnership Units constitute Preferred Partnership Units. The Series A
Preferred Partnership Units have the voting powers, designation, preferences
and relative, participating,

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optional or other special rights and qualifications, limitations or
restrictions as are set forth in Exhibit F, attached hereto. Each Series A
Preferred Partnership Unit shall be substantially the economic equivalent of a
Series A Preferred Share. The Series A Preferred Partnership Units have been
assigned by PPI to the Post Partners as of the Effective Date.

"Series A Preferred Shares" means the 8 1/2% Series A Cumulative
Redeemable Preferred Shares, par value $0.01 per share, having a liquidation
preference equivalent to $50.00 per share, issued by PPI on October 1, 1996.

"Series 1996A Common Partnership Units" means a Partnership Unit
issued by the Partnership to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and L. ▇▇▇▇▇ ▇▇▇▇▇▇, as
Additional Limited Partners, on October 15, 1996 pursuant to Section 14.2. The
Series 1996A Common Partnership Units constitute Common Partnership Units. The
Series 1996A Common Partnership Units have the same designation, preferences
and relative, participating, optional and other special rights, powers and
duties as all other Common Partnership Units outstanding as of October 15,
1996, with the exception that no Series 1996A Common Partnership Units may be
redeemed pursuant to Section 8.6 hereof at any time prior to October 15, 1998.

"Specified Redemption Date" means the tenth (10th) Business Day after
receipt by the General Partner of a Notice of Redemption; provided that with
respect to any Series 1996A Common Partnership Unit, no Specified Redemption
Date shall occur prior to October 15, 1998 (i.e., two years following the
issuance of the Series 1996A Common Partnership Units); and provided further,
that if PPI combines its outstanding REIT Shares, no specified Redemption Date
shall occur after the record date and prior to the effective date of such
combination.

"Subsidiary" means, with respect to any Person, any corporation,
partnership or other entity of which a majority of (i) the voting power of the
voting equity securities, or (ii) the outstanding equity interests is owned,
directly or indirectly, by such Person.

"Substituted Limited Partner" means a Person who is admitted as a
Limited Partner to the Partnership pursuant to Section 11.4.

"Terminating Capital Transaction" means any sale or other disposition
of all or substantially all of the assets of the Partnership or a related
series of transactions that, taken together, result in the sale or other
disposition of all or substantially all of the assets of the Partnership.

"Unrealized Gain" attributable to any item of Partnership property
means, as of any date of determination, the excess, if any, of (i) the fair
market value of such property (as determined under Exhibit B hereof) as of such
date, over (ii) the Carrying Value of such property (prior to any adjustment to
be made pursuant to Exhibit B hereof) as of such date.

"Unrealized Loss" attributable to any item of Partnership property
means, as of any date of determination, the excess, if any, of (i) the Carrying
Value of such property (prior to any adjustment

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to be made pursuant to Exhibit B hereof) as of such date, over (ii) the fair
market value of such property (as determined under Exhibit B hereof) as of such
date.

"Valuation Date" means the date of receipt by the General Partner of a
Notice of Redemption or, if such date is not a Business Day, the first Business
Day thereafter.

"Value" means, with respect to a REIT Share, the average of the daily
market price for the ten (10) consecutive trading days immediately preceding
the Valuation Date. The market price for each such trading day shall be: (i)
if the REIT Shares are listed or admitted to trading on any securities exchange
or the Nasdaq National Market, the closing price, regular way, on such day, or
if no such sale takes place on such day, the average of the closing bid and
asked prices on such day; (ii) if the REIT Shares are not listed or admitted to
trading on any securities exchange or the Nasdaq National Market, the last
reported sale price on such day or, if no sale takes place on such day, the
average of the closing bid and asked prices on such day, as reported by a
reliable quotation source designated by PPI; or (iii) if the REIT Shares are
not listed or admitted to trading on any securities exchange or the Nasdaq
National Market and no such last reported sale price or closing bid and asked
prices are available, the average of the reported high bid and low asked prices
on such day, as reported by a reliable quotation source designated by PPI, or
if there shall be no bid and asked prices on such day, the average of the high
bid and low asked prices, as so reported, on the most recent day (not more than
ten (10) days prior to the date in question) for which prices have been so
reported; provided that if there are no bid and asked prices reported during
the ten (10) days prior to the date in question, the Value of the REIT Shares
shall be determined by PPI acting in good faith on the basis of such quotations
and other information as it considers, in its reasonable judgment, appropriate.
In the event the REIT Shares Amount includes rights that a holder of REIT
Shares would be entitled to receive, then the Value of such rights shall be
determined by PPI acting in good faith on the basis of such quotations and
other information as it considers, in its reasonable judgment, appropriate.

ARTICLE 2
ORGANIZATIONAL MATTERS

Section 2.1 Organization

The Partnership is a limited partnership organized pursuant to the
provisions of the Act and upon the terms and conditions set forth in the Prior
Agreement. The Partners hereby amend and restate the Prior Agreement in its
entirety as of the Effective Date. Except as expressly provided herein to the
contrary, the rights and obligations of the Partners and the administration and
termination of the Partnership shall be governed by the Act. The Partnership
Interest of each Partner shall be personal property for all purposes.

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Section 2.2 Name

The name of the Partnership is Post Apartment Homes, L.P. The
Partnership's business may be conducted under any other name or names deemed
advisable by the General Partner, including the name of the General Partner or
any Affiliate thereof. The words "Limited Partnership," "L.P.," "Ltd." or
similar words or letters shall be included in the Partnership's name where
necessary for the purposes of complying with the laws of any jurisdiction that
so requires. The General Partner in its sole and absolute discretion may
change the name of the Partnership at any time and from time to time and shall
notify the Limited Partners of such change in the next regular communication to
the Limited Partners.

Section 2.3 Registered Office and Agent; Principal Office

The address of the registered office of the Partnership in the State
of Georgia is located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, and the registered agent for service of process on the
Partnership in the State of Georgia at such registered office is CT Corporation
System. The principal office of the Partnership is located at Suite 2200, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and may be changed to such
other place as the General Partner may from time to time designate by notice to
the Limited Partners. The Partnership may maintain offices at such other place
or places within or outside the State of Georgia as the General Partner deems
advisable.

Section 2.4 Power of Attorney

A. Each Limited Partner and each Assignee hereby constitutes and
appoints the General Partner, any Liquidator, and authorized officers and
attorneys-in-fact of each, and each of those acting singly, in each case with
full power of substitution, as its true and lawful agent and attorney-in-fact,
with full power and authority in its name, place and stead to:

(1) execute, swear to, seal, acknowledge, deliver, file
and record in the appropriate public offices (a) all
certificates, documents and other instruments
(including, without limitation, this Agreement and
the Certificate and all amendments or restatements
thereof) that the General Partner or the Liquidator
deems appropriate or necessary to form, qualify or
continue the existence or qualification of the
Partnership as a limited partnership (or a
partnership in which the limited partners have
limited liability to the extent provided by
applicable law) in the State of Georgia and in all
other jurisdictions in which the Partnership may or
plans to conduct business or own property; (b) all
instruments that the General Partner or the
Liquidator deems appropriate or necessary to reflect
any amendment, change, modification or restatement of
this Agreement in accordance with its terms; (c) all
conveyances and other instruments or documents that
the General Partner or the Liquidator deems
appropriate or necessary to reflect the

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dissolution and liquidation of the Partnership pursuant to the
terms of this Agreement, including, without limitation, a
certificate of cancellation; (d) all instruments relating to the
admission, withdrawal, removal or substitution of any Partner
pursuant to, or other events described in, Article 11, 12 or 13
hereof or the Capital Contribution of any Partner; and (e) all
certificates, documents and other instruments relating to the
determination of the rights, preferences and privileges of
Partnership Interests; and

(2) execute, swear to, seal, acknowledge and file all ballots,
consents, approvals, waivers, certificates and other instruments
appropriate or necessary, in the sole and absolute discretion of
the General Partner or the Liquidator, to make, evidence, give,
confirm or ratify any vote, consent, approval, agreement or other
action which is made or given by the Partners hereunder or is
consistent with the terms of this Agreement or appropriate or
necessary, in the sole discretion of the General Partner or the
Liquidator, to effectuate the terms or intent of this Agreement.

Nothing contained herein shall be construed as authorizing the General Partner
or the Liquidator to amend this Agreement except in accordance with Article 14
hereof or as may be otherwise expressly provided for in this Agreement.

B. The foregoing power of attorney is hereby declared to be
irrevocable and a power coupled with an interest, in recognition of the fact
that each of the Partners will be relying upon the power of the General Partner
or any Liquidator to act as contemplated by this Agreement in any filing or
other action by it on behalf of the Partnership, and it shall survive and not
be affected by the subsequent Incapacity of any Limited Partner or Assignee and
the transfer of all or any portion of such Limited Partner's or Assignee's
Partnership Units and shall extend to such Limited Partner's or Assignee's
heirs, successors, assigns and personal representatives. Each such Limited
Partner or Assignee hereby agrees to be bound by any representation made by the
General Partner or any Liquidator, acting in good faith pursuant to such power
of attorney; and each such Limited Partner or Assignee hereby waives any and
all defenses which may be available to contest, negate or disaffirm the action
of the General Partner or any Liquidator, taken in good faith under such power
of attorney. Each Limited Partner or Assignee shall execute and deliver to the
General Partner or the Liquidator, within fifteen (15) days after receipt of
the General Partner's or Liquidator's request therefor, such further
designation, powers of attorney and other instruments as the General Partner or
the Liquidator, as the case may be, deems necessary to effectuate this
Agreement and the purposes of the Partnership.

Section 2.5 Term

The term of the Partnership commenced on May 14, 1993, the date the
Certificate was filed in the office of the Secretary of State of Georgia in
accordance with the Act and shall continue until

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December 31, 2092, unless the Partnership is dissolved sooner pursuant to the
provisions of Article 13 or as otherwise provided by law.

ARTICLE 3
PURPOSE

Section 3.1 Purpose and Business

The purpose and nature of the business to be conducted by the
Partnership is (i) to conduct any business that may be lawfully conducted by a
limited partnership organized pursuant to the Act, provided, however, that such
business shall be limited to and conducted in such a manner as to permit PPI at
all times to be classified as a REIT, unless PPI ceases to qualify as a REIT
for reasons other than the conduct of the business of the Partnership, (ii) to
enter into any partnership, joint venture or other similar arrangement to
engage in any of the foregoing or to own interests in any entity engaged in any
of the foregoing, and (iii) to do anything necessary or incidental to the
foregoing. In connection with the foregoing, and without limiting PPI's right
in its sole discretion to cease qualifying as a REIT, the Partners acknowledge
that PPI's current status as a REIT inures to the benefit of all of the
Partners and not solely the Post Partners, as wholly owned subsidiaries of PPI.

Section 3.2 Powers

The Partnership shall be empowered to do any and all acts and things
necessary, appropriate, proper, advisable, incidental to or convenient for the
furtherance and accomplishment of the purposes and business described herein
and for the protection and benefit of the Partnership, provided that the
Partnership shall not take, or refrain from taking, any action which, in the
judgment of the General Partner or PPI, in its sole and absolute discretion,
(i) could adversely affect the ability of PPI to continue to qualify as a REIT,
(ii) could subject PPI to any additional taxes under Section 857 or Section
4981 of the Code; or (iii) could violate any law or regulation of any
governmental body or agency having jurisdiction over PPI or its securities,
unless such action (or inaction) shall have been specifically consented to by
the General Partner and PPI in writing.

ARTICLE 4
CAPITAL CONTRIBUTIONS

Section 4.1 Capital Contributions of the Partners

Capital Contributions made by Partners at the time of and prior to the
execution of this Agreement are set forth in Exhibit A to this Agreement. To
the extent the Partnership acquires any property by the merger of any other
Person into the Partnership, Persons who receive Partnership Interests in
exchange for their interests in the Person merging into the Partnership shall
become

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Partners and shall be deemed to have made Capital Contributions as provided in
the applicable merger agreement. Each Partner shall own Partnership Units in
the amount set forth for such Partner in Exhibit A, as amended from time to
time, and shall have a Percentage Interest in each class of Partnership Units
determined as set forth herein, which Percentage Interest shall be adjusted
from time to time by the General Partner to the extent necessary to reflect
accurately redemptions, Capital Contributions, the issuance of additional
Partnership Units (pursuant to any merger or otherwise), or similar events
having an effect on a Partner's Percentage Interest. Except as provided in
Sections 4.2, 10.5, and 13.3, the Partners shall have no obligation to make any
additional Capital Contributions or loans to the Partnership.

Section 4.2 Issuances of Additional Partnership Interests

A. The General Partner is hereby authorized to cause the Partnership
from time to time to issue to the Partners (including the Post Partners) or
other Persons additional Partnership Units or other Partnership Interests in
one or more classes, or one or more series of any of such classes, with such
designations, preferences and relative, participating, optional or other
special rights, powers and duties, including rights, powers and duties senior
to Limited Partner Interests, all as shall be determined by the General Partner
in its sole and absolute discretion and without the approval of any of the
Limited Partners, subject to Georgia law, including, without limitation, (i)
the allocations of items of Partnership income, gain, loss, deduction and
credit to each such class or series of Partnership Interests; (ii) the right of
each such class or series of Partnership Interests to share in Partnership
distributions; and (iii) the rights of each such class or series of Partnership
Interests upon dissolution and liquidation of the Partnership, provided that no
such additional Partnership Units or other Partnership Interests shall be
issued to PPI or any Post Partner unless either

(a) (1) the additional Partnership Interests are issued
in connection with an issuance of shares of PPI, which shares have
designations, preferences and other rights, all such that the economic
interests are substantially similar to the designations, preferences
and other rights of the additional Partnership Interests issued to the
Post Partners in accordance with this Section 4.2.A, and (2) PPI shall
transfer to one or both of the Post Partners, by loan or capital
contribution, an amount equal to the proceeds raised in connection
with the issuance of such shares of PPI and, in turn, the applicable
Post Partners shall make Capital Contributions to the Partnership in
an aggregate amount equal to the amount transferred to them by PPI; or

(b) the additional Partnership Interests are issued to
all Partners holding Common Partnership Units in proportion to their
respective Percentage Interests in Common Partnership Units.

Without limiting the foregoing, the General Partner is expressly authorized to
cause the Partnership to issue Partnership Units for less than fair market
value, so long as the General Partner concludes in good faith that such
issuance is in the interest of PPI and the Partnership (for example, and not by
way of limitation, the issuance of Partnership Units pursuant to an employee
purchase plan

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providing for employee purchases of Partnership Units at a discount from fair
market value or employee options that have an exercise price that is less than
the fair market value of the Partnership Units, either at the time of issuance
or at the time of exercise).

B. PPI shall not issue any additional REIT Shares (other than REIT
Shares issued pursuant to Section 8.6), or rights, options, warrants or
convertible or exchangeable securities containing the right to subscribe for or
purchase REIT Shares (collectively, "New Securities") other than to all holders
of REIT Shares unless (i) the General Partner shall cause the Partnership to
issue to the Post Partners Partnership Interests or rights, options, warrants
or convertible or exchangeable securities of the Partnership having
designations, preferences and other rights, all such that the economic
interests are substantially similar to those of the New Securities; and (ii)
PPI transfers to one or both of the Post Partners, by loan or contribution, the
proceeds from the issuance of such New Securities and from the exercise of
rights contained in such New Securities and the applicable Post Partners, in
turn, contribute the amount so transferred to them to the Partnership. Without
limiting the foregoing, PPI is expressly authorized to issue New Securities for
less than fair market value, and the General Partner is expressly authorized to
cause the Partnership to issue to the Post Partners corresponding Partnership
Interests, so long as (x) the General Partner concludes in good faith that such
issuance is in the interest of PPI and the Partnership (for example, and not by
way of limitation, the issuance of REIT Shares and corresponding Partnership
Units pursuant to an employee stock purchase plan providing for employee
purchases of REIT Shares at a discount from fair market value or employee stock
options that have an exercise price that is less than the fair market value of
the REIT Shares, either at the time of issuance or at the time of exercise),
and (y) PPI transfers all proceeds from such issuance and exercise to the Post
Partners, whether by loan or capital contribution, and the Post Partners, in
turn, contribute the amount so transferred to them to the Partnership.

Section 4.3 Contribution of Proceeds of Issuance of REIT Shares

In connection with the issuance of REIT Shares pursuant to Section
4.2, PPI shall transfer to one or both of the Post Partners any proceeds raised
in connection with such issuance, by loan or capital contribution, and the
applicable Post Partners, in turn, shall contribute the amount so transferred
to them to the Partnership, provided that if the proceeds actually received by
PPI are less than the gross proceeds of such issuance as a result of any
underwriter's discount or other expenses paid or incurred in connection with
such issuance, then PPI shall be deemed to have transferred to the applicable
Post Partners, by loan or capital contribution, and the applicable Post
Partners shall be deemed in turn to have made Capital Contributions to the
Partnership, in the amount of the gross proceeds of such issuance and the
Partnership shall be deemed simultaneously to have reimbursed the Post Partners
pursuant to Section 7.4.C, and the Post Partners in turn shall be deemed to
have reimbursed PPI, for the amount of such underwriter's discount or other
expenses paid by PPI.

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ARTICLE 5
DISTRIBUTIONS

Section 5.1 Requirement and Characterization of Distributions

The General Partner shall cause the Partnership to distribute
quarterly an amount equal to 100% of Available Cash generated by the
Partnership during such quarter to the Partners who are Partners on the
Partnership Record Date with respect to such quarter in the following order of
priority:

(i) First, to the holders of the Preferred Partnership
Units in such amount as is required for the
Partnership to pay all distributions with respect to
such Preferred Partnership Units due or payable in
accordance with the instruments designating such
Preferred Partnership Units through the last day of
such quarter; such distributions shall be made to
such Partners in such order of priority and with such
preferences as have been established with respect to
such Preferred Partnership Units as of the last day
of such calendar quarter; and then

(ii) To the holders of Common Partnership Units in
proportion to their respective Percentage Interests
held with respect to Common Partnership Units on such
Partnership Record Date;

provided that in no event may a Partner receive a distribution of
Available Cash with respect to a Partnership Unit if such Partner is
entitled to receive a distribution out of such Available Cash with
respect to a REIT Share for which such Partnership Unit has been
redeemed or exchanged. The General Partner shall take such reasonable
efforts, as determined by it in its sole and absolute discretion and
consistent with PPI's qualification as a REIT, to distribute Available
Cash to the Limited Partners so as to preclude any such distribution
or portion thereof from being treated as part of a sale of property to
the Partnership by a Limited Partner under Section 707 of the Code or
the Regulations thereunder; provided that PPI, the General Partner and
the Partnership shall not have liability to a Limited Partner under
any circumstances as a result of any distribution to a Limited Partner
being so treated.

Notwithstanding anything to the contrary contained herein, in no
event shall any Partner receive a distribution of Available Cash with
respect to any Common Partnership Unit with respect to any quarter
until such time as the Partnership has distributed to the holders of
the Preferred Partnership Units an amount sufficient to pay all
distributions payable with respect to such Preferred Partnership Units
through the last day of such quarter, in accordance with the
instruments designating such Preferred Partnership Units.

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Section 5.2 Amounts Withheld

All amounts withheld pursuant to the Code or any provisions of any
state or local tax law and Section 10.5 hereof with respect to any allocation,
payment or distribution to the General Partner, the Limited Partners or
Assignees shall be treated as amounts distributed to the General Partner,
Limited Partners or Assignees pursuant to Section 5.1 for all purposes under
this Agreement.

Section 5.3 Distributions Upon Liquidation

Proceeds from a Terminating Capital Transaction, and any other cash
received or reductions in reserves made after commencement of the liquidation
of the Partnership, shall be distributed to the Partners in accordance with
Section 13.2.

ARTICLE 6
ALLOCATIONS

Section 6.1 Allocations For Capital Account Purposes

For purposes of maintaining the Capital Accounts and in determining
the rights of the Partners among themselves, the Partnership's items of income,
gain, loss and deduction (computed in accordance with Exhibit B hereof) shall
be allocated among the Partners in each taxable year (or portion thereof) as
provided herein below.

A. Net Income. After giving effect to the special allocations
set forth in Section 1 of Exhibit C, Net Income shall be allocated in
the following manner and order of priority:

(1) To the General Partner until the cumulative
allocations of Net Income under this Section 6.1.A.(1) equal the
cumulative Net Losses allocated to the General Partner under
Section 6.1.B.(5) hereof.

(2) To those Partners who have received allocations of
Net Loss under Section 6.1.B.(4) hereof until the cumulative
allocations of Net Income under this Section 6.1.A.(2) equal such
cumulative allocations of Net Loss (such allocation of Net Income
to be in proportion to the cumulative allocations of Net Loss
under such section to each such Partner).

(3) To the Post Partners until the cumulative allocations
of Net Income under this Section 6.1.A.(3) equal the cumulative
allocations of Net Loss to the Post Partners under Section
6.1.B.(3) hereof (such allocation of Net Income to be in
proportion to the cumulative allocations of Net Loss under such
section to each such Partner).

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(4) To those Partners who have received allocations of
Net Loss under Section 6.1.B.(2) hereof until the cumulative
allocations of Net Income under this Section 6.1.A.(4) equal such
cumulative allocations of Net Loss (such allocation of Net Income
to be in proportion to the cumulative allocations of Net Loss
under such section to each such Partner).

(5) To the Partners until the cumulative allocations of
Net Income under this Section 6.1.A.(5) equal the cumulative
allocations of Net Loss to such Partners under Section 6.1.B.(1)
hereof (such allocation of Net Income to be in proportion to the
cumulative allocations of Net Loss under such section to each
such Partner).

(6) Any remaining Net Income shall be allocated to the
Partners who hold Common Partnership Units in proportion to their
respective Percentage Interests with respect to Common
Partnership Units.

B. Net Losses. After giving effect to the special allocations
set forth in Section 1 of Exhibit C, Net Losses shall be allocated to
the Partners as follows:

(1) To the Partners who hold Common Partnership Units in
accordance with their respective Percentage Interests held with
respect to Common Partnership Units, except as otherwise provided
in this Section 6.1.B.

(2) To the extent that an allocation of Net Loss under
Section 6.1.B.(1) would cause a Partner to have an Adjusted
Capital Account Deficit at the end of such taxable year (or
increase any existing Adjusted Capital Account Deficit of such
Partner), such Net Loss shall instead be allocated to those
Partners, if any, for whom such allocation of Net Loss would not
cause or increase an Adjusted Capital Account Deficit. Solely
for purposes of this Section 6.1.B.(2), the Adjusted Capital
Account Deficit, in the case of the Post Partners, shall be
determined without regard to the amount credited to the Post
Partners' respective Capital Accounts for the aggregate
Liquidation Preference Amount attributable to Preferred
Partnership Units and without regard to any deemed deficit
restoration obligation of the General Partner recognized under
Regulations Section 1.704-1(b)(2)(ii)(c)(2); and in the case of a
Principal or a Principal-Controlled Partnership, shall be
determined without regard to such Partner's deficit Capital
Account restoration obligation under Section 13.3.B hereof. The
Net Loss allocated under this Section 6.1.B.(2) shall be
allocated among the Partners who may receive such allocation in
proportion to and to the extent of the respective amounts of Net
Loss that could be allocated to such Partners without causing
such Partners to have an Adjusted Capital Account Deficit.

(3) Any remaining Net Loss that cannot be allocated under
Sections 6.1.B.(1) and (2) hereof shall be allocated to the Post
Partners in proportion to their respective Percentage Interests
with respect to Preferred Partnership Units, to the extent that
such

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allocation of Net Loss would not cause or increase an Adjusted
Capital Account Deficit of the Post Partners determined, in the
case of the General Partner, without regard to any deemed deficit
restoration obligation of the General Partner recognized under
Regulations Section 1.704-1(b)(2)(ii)(c)(2).

(4) Any remaining Net Loss shall be allocated to the
Principals and the Principal-Controlled Partnerships in
accordance with their respective Percentage Interests in Common
Partnership Units; provided that if, after the death of a
Principal, the estate of such Principal or any
Principal-Controlled Partnership with respect to such Principal
elects pursuant to Section 13.3.C hereof to eliminate or reduce
its deficit Capital Account restoration obligation under Section
13.3.B hereof, Net Losses shall not be allocated to such Partner
to the extent that such allocation would cause such Partner to
have an Adjusted Capital Account Deficit (or would increase any
existing Adjusted Capital Account Deficit of such Partner) as of
the end of such taxable year, and instead shall be allocated to
those Principals and Principal- Controlled Partnerships as to
whom the foregoing limitation does not apply.

(5) Any remaining Net Loss shall be allocated to the
General Partner.

C. For purposes of Regulations Section 1.752-3(a), the Partners
agree that Nonrecourse Liabilities of the Partnership in excess of the
sum of (i) the amount of Partnership Minimum Gain, and (ii) the total
amount of Nonrecourse Built-in Gain shall be allocated among the
Partners in accordance with their respective Percentage Interests in
Common Partnership Units.

D. Any gain allocated to the Partners upon the sale or other
taxable disposition of any Partnership asset shall to the extent
possible, after taking into account other required allocations of gain
pursuant to Exhibit C, be characterized as Recapture Income in the
same proportions and to the same extent as such Partners have been
allocated any deductions directly or indirectly giving rise to the
treatment of such gains as Recapture Income.

ARTICLE 7
MANAGEMENT AND OPERATIONS OF BUSINESS

Section 7.1 Management

A. Except as otherwise expressly provided in this Agreement, all
management powers over the business and affairs of the Partnership are and
shall be exclusively vested in the General Partner, and no Limited Partner
shall have any right to participate in or exercise control or management power
over the business and affairs of the Partnership. The General Partner may not
be removed by the Limited Partners with or without cause. In addition to the
powers now or hereafter granted a general partner of a limited partnership
under applicable law or which are granted to the General

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Partner under any other provision of this Agreement, the General Partner,
subject to Section 7.3 hereof, shall have full power and authority to do all
things deemed necessary or desirable by it to conduct the business of the
Partnership, to exercise all powers set forth in Section 3.2 hereof and to
effectuate the purposes set forth in Section 3.1 hereof, including, without
limitation:

(1) the making of any expenditures, the lending or
borrowing of money (including, without limitation,
making prepayments on loans and borrowing money to
permit the Partnership to make distributions to its
Partners in such amounts as will permit PPI (so long
as PPI qualifies as a REIT) to avoid the payment of
any federal income tax (including, for this purpose,
any excise tax pursuant to Section 4981 of the Code)
and to make distributions to the Post Partners such
that PPI can distribute to its shareholders amounts
sufficient to permit PPI to maintain REIT status),
the assumption or guarantee of, or other contracting
for, indebtedness and other liabilities, the issuance
of evidences of indebtedness (including the securing
of same by deed to secure debt, mortgage, deed of
trust or other lien or encumbrance on the
Partnership's assets) and the incurring of any
obligations it deems necessary for the conduct of the
activities of the Partnership;

(2) the making of tax, regulatory and other filings, or
rendering of periodic or other reports to
governmental or other agencies having jurisdiction
over the business or assets of the Partnership;

(3) the acquisition, disposition, mortgage, pledge,
encumbrance, hypothecation or exchange of any assets
of the Partnership (including the exercise or grant
of any conversion, option, privilege, or subscription
right or any other right available in connection with
any assets at any time held by the Partnership) or
the merger or other combination of the Partnership
with or into another entity (all of the foregoing
subject to any prior approval only to the extent
required by Section 7.3 hereof);

(4) the use of the assets of the Partnership (including,
without limitation, cash on hand) for any purpose
consistent with the terms of this Agreement and on
any terms it sees fit, including, without limitation,
the financing of the conduct of the operations of
PPI, the General Partner, the Partnership or any of
the Partnership's Subsidiaries, the lending of funds
to other Persons (including without limitation
Subsidiaries of the Partnership and/or PPI), the
repayment of obligations of PPI, the Partnership,
Subsidiaries of the Partnership and/or PPI and any
other Person in which it has an equity investment,
and the making of capital contributions to
Subsidiaries of the Partnership and/or PPI;

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(5) the management, operation, leasing, landscaping,
repair, alteration, demolition or improvement of any
real property or improvements owned by the
Partnership or any Subsidiary of the Partnership;

(6) the negotiation, execution, and performance of any
contracts, conveyances or other instruments that the
General Partner considers useful or necessary to the
conduct of the Partnership's operations or the
implementation of the General Partner's powers under
this Agreement, including contracting with
contractors, developers, consultants, accountants,
legal counsel, other professional advisors and other
agents and the payment of their expenses and
compensation out of the Partnership's assets;

(7) the distribution of Partnership cash or other
Partnership assets in accordance with this Agreement;

(8) holding, managing, investing and reinvesting cash and
other assets of the Partnership;

(9) the collection and receipt of revenues and income of
the Partnership;

(10) the establishment of one or more divisions of the
Partnership, the selection and dismissal of employees
of the Partnership, any division of the Partnership,
the General Partner or PPI (including, without
limitation, employees having titles such as
"president", "vice president", "secretary" and
"treasurer" of the Partnership, any division of the
Partnership, the General Partner or PPI), and agents,
outside attorneys, accountants, consultants and
contractors of the Partnership, any division of the
Partnership, the General Partner or PPI and the
determination of their compensation and other terms
of employment or hiring;

(11) the maintenance of such insurance for the benefit of
the Partnership and the Partners as it deems
necessary or appropriate;

(12) the formation of, or acquisition of, an interest in,
and the contribution of property to, any further
limited or general partnerships, joint ventures or
other relationships that it deems desirable
(including, without limitation, the acquisition of
interests in, and the contributions of property to,
its Subsidiaries and any other Person in which it has
an equity investment from time to time);

(13) the control of any matters affecting the rights and
obligations of the Partnership, including the
settlement, compromise, submission to arbitration or
any other form of dispute resolution, or abandonment
of, any claim, cause

-24-

of action, liability, debt or damages, due or owing
to or from the Partnership, the commencement or
defense of suits, legal proceedings, administrative
proceedings, arbitrations or other forms of dispute
resolution, and the representation of the Partnership
in all suits or legal proceedings, administrative
proceedings, arbitrations or other forms of dispute
resolution, the incurring of legal expense, and the
indemnification of any Person against liabilities and
contingencies to the extent permitted by law;

(14) the undertaking of any action in connection with the
Partnership's direct or indirect investment in its
Subsidiaries or any other Person (including, without
limitation, the contribution or loan of funds by the
Partnership to such Persons);

(15) the determination of the fair market value of any
Partnership property distributed in kind using such
reasonable method of valuation as it may adopt;

(16) the exercise, directly or indirectly, through any
attorney-in-fact acting under a general or limited
power of attorney, of any right, including the right
to vote, appurtenant to any asset or investment held
by the Partnership;

(17) the exercise of any of the powers of the General
Partner enumerated in this Agreement on behalf of or
in connection with any Subsidiary of the Partnership
or any other Person in which the Partnership has a
direct or indirect interest, or jointly with any such
Subsidiary or other Person;

(18) the exercise of any of the powers of the General
Partner enumerated in this Agreement on behalf of any
Person in which the Partnership does not have an
interest pursuant to contractual or other
arrangements with such Person; and

(19) the making, execution and delivery of any and all
deeds, leases, notes, deeds to secure debt,
mortgages, deeds of trust, security agreements,
conveyances, contracts, guarantees, warranties,
indemnities, waivers, releases or legal instruments
or agreements in writing necessary or appropriate in
the judgment of the General Partner for the
accomplishment of any of the powers of the General
Partner enumerated in this Agreement.

B. Each of the Limited Partners agrees that the General Partner is
authorized to execute, deliver and perform the above-mentioned agreements and
transactions on behalf of the Partnership without any further act, approval or
vote of the Partners, notwithstanding any other provision of this Agreement
(except as provided in Section 7.3), the Act or any applicable law, rule or
regulation, to the fullest extent permitted under the Act or other applicable
law. The execution, delivery or

-25-

performance by the General Partner or the Partnership of any agreement
authorized or permitted under this Agreement shall not constitute a breach by
the General Partner of any duty that the General Partner may owe the
Partnership or the Limited Partners or any other Persons under this Agreement
or of any duty stated or implied by law or equity.

C. At all times from and after the date hereof, the General Partner
may cause the Partnership to obtain and maintain (i) casualty, liability and
other insurance on the properties of the Partnership; and (ii) liability
insurance for the Indemnitees hereunder.

D. At all times from and after the date hereof, the General Partner
may cause the Partnership to establish and maintain any and all reserves,
working capital accounts and other cash or similar balances in such amounts as
the General Partner, in its sole and absolute discretion, deems appropriate and
reasonable from time to time.

E. In exercising its authority under this Agreement, the General
Partner may, but shall be under no obligation to, take into account the tax
consequences to any Partner of any action taken by it. The General Partner and
the Partnership shall not have liability to a Limited Partner under any
circumstances as a result of an income tax liability incurred by such Limited
Partner as a result of an action (or inaction) by the General Partner pursuant
to its authority under this Agreement.

Section 7.2 Certificate of Limited Partnership

To the extent that such action is determined by the General Partner to
be reasonable and necessary or appropriate, the General Partner shall file
amendments to and restatements of the Certificate and do all the things to
maintain the Partnership as a limited partnership (or a partnership in which
the limited partners have limited liability) under the laws of the State of
Georgia and each other state or the District of Columbia, in which the
Partnership may elect to do business or own property. Subject to the terms of
Section 8.5.A(4) hereof, the General Partner shall not be required, before or
after filing, to deliver or mail a copy of the Certificate or any amendment
thereto to any Limited Partner. The General Partner shall use all reasonable
efforts to cause to be filed such other certificates or documents as may be
reasonable and necessary or appropriate for the formation, continuation,
qualification and operation of a limited partnership (or a partnership in which
the limited partners have limited liability to the extent provided by
applicable law) in the State of Georgia and any other state, or the District of
Columbia, in which the Partnership may elect to do business or own property.

Section 7.3 Restrictions on General Partner's Authority

A. The General Partner may not, without the written Consent of all
of the Limited Partners, take any action in contravention of an express
prohibition or limitation contained in this Agreement.

B. Except as provided in Article 13 hereof, the General Partner may
not sell, exchange, transfer or otherwise dispose of all or substantially all
of the Partnership's assets in a single

-26-

transaction or a series of related transactions (including by way of merger,
consolidation or other combination with any other Person) without the Consent
of the Limited Partners holding a majority of the outstanding Common
Partnership Units held by Limited Partners.

Section 7.4 Reimbursement of the General Partner and PPI

A. Except as provided in this Section 7.4 and elsewhere in this
Agreement (including the provisions of Articles 5 and 6 regarding
distributions, payments, and allocations to which it may be entitled), the
General Partner shall not be compensated for its services as general partner of
the Partnership.

B. The General Partner and PPI shall be reimbursed on a monthly
basis, or such other basis as the General Partner may determine in its sole and
absolute discretion, for all expenses the General Partner and/or PPI incur
relating to the ownership and operation of, or for the benefit of, the
Partnership, provided that the amount of any such reimbursement shall be
reduced by any interest earned by the General Partner or PPI with respect to
bank accounts or other instruments or accounts held by it on behalf of the
Partnership as permitted in Section 7.5.A. The Limited Partners acknowledge
that the sole business of the General Partner and PPI is the ownership of
direct or indirect interests in and the direct or indirect operation of the
Partnership and that all of the expenses of the General Partner and PPI are
incurred for the benefit of the Partnership. Such reimbursements shall be in
addition to any reimbursement to the General Partner or PPI as a result of
indemnification pursuant to Section 7.7 hereof.

C. The General Partner and PPI shall also be reimbursed for all
expenses they incur relating to the organization and/or reorganization of the
Partnership and the General Partner, the public offering of REIT Shares by PPI,
and any other issuance of additional Partnership Interests or REIT Shares
pursuant to Section 4.2 hereof.

D. In the event that the General Partner or PPI shall elect to
purchase from the shareholders of PPI REIT Shares pursuant to any stock
repurchase program or for the purpose of delivering such REIT Shares to satisfy
an obligation under Section 8.6 of this Agreement, any dividend reinvestment
program adopted by PPI, any employee stock purchase plan adopted by the General
Partner or PPI or any other similar obligation or arrangement undertaken by the
General Partner or PPI in the future, the purchase price paid by the General
Partner or PPI for such REIT Shares and any other expenses incurred by the
General Partner or PPI in connection with such purchase shall be considered
expenses of the Partnership and shall be reimbursed to the General Partner or
PPI, as the case may be, subject to the conditions that, if such REIT Shares
are sold by the General Partner or PPI, the General Partner shall contribute to
the Partnership any proceeds received by the General Partner or PPI for such
REIT Shares (provided that a transfer of REIT Shares for Partnership Units
pursuant to Section 8.6 shall not be considered a sale for such purpose).

-27-

Section 7.5 Outside Activities of the General Partner, Post LP
Holdings and PPI

A. The General Partner shall not directly or indirectly enter into
or conduct any business other than in connection with the ownership,
acquisition and disposition of Partnership Interests as a General Partner, the
management of the business of the Partnership and such activities as are
incidental thereto. Post LP Holdings shall not directly or indirectly enter
into or conduct any business other than in connection with the ownership,
organization and disposition of Partnership Interests as a Limited Partner, and
such activities as are incidental thereto. PPI shall not directly or
indirectly enter into or conduct any business other than in connection with the
direct or indirect ownership of the stock and debt obligations of the General
Partner and Post LP Holdings, making loans or contributions to the Post
Partners or the Partnership, and such activities as are incidental thereto.
PPI and the Post Partners shall not incur any debts other than (i) debts for
which the Partnership may be liable or for which the General Partner may be
liable in its capacity as General Partner of the Partnership, (ii) any guaranty
of any debt of the Partnership, or (iii) a debt incurred by PPI pursuant to
Article 5 of the Articles of Incorporation. The assets of the Post Partners
shall be limited to Partnership Interests and the assets of PPI shall be
limited to the direct and indirect ownership of the stock and debt obligations
of the Post Partners. The Post Partners shall not own any assets other than
Partnership Interests as a General Partner or Limited Partner, and other than
such bank accounts or similar instruments or accounts as each deems necessary
to carry out its responsibilities contemplated under this Agreement and the
Articles of Incorporation. The Post Partners, any Affiliates of the Post
Partners and PPI may acquire Limited Partner Interests and shall be entitled to
exercise all rights of a Limited Partner relating to such Limited Partner
Interests.

B. In the event PPI exercises its rights under Article 5 of the
Articles of Incorporation to purchase REIT Shares, then the General Partner
shall cause the Partnership to purchase from one or both of the Post Partners
that number of Common Partnership Units equal to the product obtained by
multiplying the number of REIT Shares to be purchased by PPI times the
Conversion Factor on the same terms and for the same aggregate price that PPI
purchased such REIT Shares. The applicable Post Partners shall then distribute
such funds to PPI.

C. The Post Partners shall not issue at any time any capital stock
(whether voting or non-voting, common or preferred) or any evidence of
indebtedness, except to PPI or any direct or indirect wholly owned subsidiary
of PPI.

Section 7.6 Contracts with Affiliates

A. The Partnership may lend or contribute funds or other assets to
its Subsidiaries or other Persons in which it has an equity investment, and
such Persons may borrow funds from the Partnership, on terms and conditions
established in the sole and absolute discretion of the General Partner. The
foregoing authority shall not create any right or benefit in favor of any
Subsidiary or any other Person.

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B. Except as provided in Section 7.5.A, the Partnership may transfer
assets to joint ventures, other partnerships, corporations or other business
entities in which it is or thereby becomes a participant upon such terms and
subject to such conditions consistent with this Agreement and applicable law as
the General Partner, in its sole and absolute discretion, believes are
advisable.

C. Except as expressly permitted by this Agreement, neither the
General Partner nor any of its Affiliates shall sell, transfer or convey any
property to, or purchase any property from, the Partnership, directly or
indirectly, except pursuant to transactions that are determined by the General
Partner in good faith, in its sole and absolute discretion, to be fair and
reasonable.

D. The General Partner, in its sole and absolute discretion and
without the approval of the Limited Partners, may propose and adopt on behalf
of the Partnership employee benefit plans, stock option plans and similar plans
funded by the Partnership for the benefit of employees of the General Partner,
PPI, the Partnership, Subsidiaries of the Partnership or any Affiliate of any
of them in respect of services performed, directly or indirectly, for the
benefit of the Partnership, the General Partner, PPI or any of the
Partnership's Subsidiaries.

E. The General Partner is expressly authorized to enter into, in the
name and on behalf of the Partnership, a right of first opportunity arrangement
and other conflict avoidance agreements with various Affiliates of the
Partnership, PPI and the General Partner, on such terms as the General Partner,
in its sole and absolute discretion, believes are advisable.

Section 7.7 Indemnification

A. The Partnership shall indemnify each Indemnitee from and against
any and all losses, claims, damages, liabilities, joint or several, expenses
(including without limitation attorney's fees and other legal fees and
expenses), judgments, fines, settlements, and other amounts arising from any
and all claims, demands, actions, suits or proceedings, civil, criminal,
administrative or investigative, that relate to the operations of the
Partnership as set forth in this Agreement in which such Indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, provided
that the Partnership shall not indemnify an Indemnitee (i) for intentional
misconduct or a knowing violation of the law, or (ii) for any transaction for
which such Indemnitee received a personal benefit in violation or breach of any
provision of this Agreement. Without limitation, the foregoing indemnity shall
extend to any liability of any Indemnitee, pursuant to a loan guaranty or
otherwise, for any indebtedness of the Partnership or any Subsidiary of the
Partnership (including without limitation, any indebtedness which the
Partnership or any Subsidiary of the Partnership has assumed or taken subject
to), and the General Partner is hereby authorized and empowered, on behalf of
the Partnership, to enter into one or more indemnity agreements consistent with
the provisions of this Section 7.7 in favor of any Indemnitee having or
potentially having liability for any such indebtedness. It is the intention of
this Section 7.7.A that the Partnership indemnify each Indemnitee to the
fullest extent permitted under the Act. The termination of any proceeding by
judgment, order or settlement does not create a presumption that the Indemnitee
did not meet the requisite standard of conduct set forth in this Section 7.7.A.
The termination of any proceeding by conviction of an

-29-

Indemnitee or upon a plea of nolo contendere or its equivalent by an
Indemnitee, or an entry of an order of probation against an Indemnitee prior to
judgment, creates a rebuttable presumption that such Indemnitee acted in a
manner contrary to that specified in this Section 7.7.A with respect to the
subject matter of such proceeding. Any indemnification pursuant to this
Section 7.7 shall be made only out of the assets of the Partnership, and
neither the General Partner nor any Limited Partner shall have any obligation
to contribute to the capital of the Partnership or otherwise provide funds,
including pursuant to Section 13.3.B, to enable the Partnership to fund its
obligations under this Section 7.7.

B. Reasonable expenses incurred by an Indemnitee who is a party to a
proceeding may be paid or reimbursed by the Partnership in advance of the final
disposition of the proceeding upon receipt by the Partnership of (i) a written
affirmation by the Indemnitee of the Indemnitee's good faith belief that the
standard of conduct necessary for indemnification by the Partnership as
authorized in this Section 7.7.A has been met, and (ii) a written undertaking
by or on behalf of the Indemnitee to repay the amount if it shall ultimately be
determined that the standard of conduct has not been met.

C. The indemnification provided by this Section 7.7 shall be in
addition to any other rights to which an Indemnitee or any other Person may be
entitled under any agreement, pursuant to any vote of the Partners, as a matter
of law or otherwise, and shall continue as to an Indemnitee who has ceased to
serve in such capacity unless otherwise provided in a written agreement with
such Indemnitee or in the writing pursuant to which such Indemnitee is
indemnified.

D. The Partnership may, but shall not be obligated to, purchase and
maintain insurance, on behalf of any of the Indemnitees and such other Persons
as the General Partner shall determine, against any liability that may be
asserted against or expenses that may be incurred by such Person in connection
with the Partnership's activities, regardless of whether the Partnership would
have the power to indemnify such Person against such liability under the
provisions of this Agreement.

E. Any liabilities which an Indemnitee incurs as a result of acting
on behalf of the Partnership or the General Partner (whether as a fiduciary or
otherwise) in connection with the operation, administration or maintenance of
an employee benefit plan or any related trust or funding mechanism (whether
such liabilities are in the form of excise taxes assessed by the Internal
Revenue Service, penalties assessed by the Department of Labor, restitutions to
such a plan or trust or other funding mechanism or to a participant or
beneficiary of such plan, trust or other funding mechanism, or otherwise) shall
be treated as liabilities or judgments or fines under this Section 7.7, unless
such liabilities arise as a result of (i) such Indemnitee's intentional
misconduct or knowing violation of the law, or (ii) any transaction in which
such Indemnitee received a personal benefit in violation or breach of any
provision of this Agreement or applicable law.

F. In no event may an Indemnitee subject any of the Partners to
personal liability by reason of the indemnification provisions set forth in
this Agreement.

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G. An Indemnitee shall not be denied indemnification in whole or in
part under this Section 7.7 because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the
transaction was otherwise permitted by the terms of this Agreement.

H. The provisions of this Section 7.7 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons. Any
amendment, modification or repeal of this Section 7.7 or any provision hereof
shall be prospective only and shall not in any way affect the limitations on
the Partnership's liability to any Indemnitee under this Section 7.7 as in
effect immediately prior to such amendment, modification or repeal with respect
to claims arising from or relating to matters occurring, in whole or in part,
prior to such amendment, modification or repeal, regardless of when such claims
may arise or be asserted.

I. To the extent, but only to the extent, that this Section 7.7 is
subject to the limitations on indemnification set forth in Official Code of
Georgia Annotated Section 13-8-2(b), and indemnification of an Indemnitee
pursuant to this Section 7.7 would under the circumstances violate the
provisions of such statute (taking into account, among other things, the
availability of insurance coverage and the intention of the Partnership to
allocate to the Partnership rather than the Indemnitees the risks of insurable
claims), this Section 7.7 shall not be construed as purporting to indemnify
such Indemnitee against or to hold such Indemnitee harmless from liability for
damages arising solely out of bodily injury to persons or damage to property
resulting from the sole negligence of such Indemnitee.

Section 7.8 Liability of the General Partner and PPI

A. Notwithstanding anything to the contrary set forth in this
Agreement, neither the General Partner nor PPI shall be liable for monetary
damages to the Partnership, any Partners or any Assignees for losses sustained
or liabilities incurred as a result of errors in judgment or of any act or
omission if the General Partner acted in good faith.

B. The Limited Partners expressly acknowledge that the General
Partner is acting on behalf of the Partnership, PPI and PPI's shareholders
collectively, that the General Partner is under no obligation to consider the
separate interests of the Limited Partners (including, without limitation, the
tax consequences to Limited Partners or Assignees) in deciding whether to cause
the Partnership to take (or decline to take) any actions, and that neither the
General Partner nor PPI shall be liable for monetary damages for losses
sustained, liabilities incurred, or benefits not derived by Limited Partners in
connection with such decisions, provided that the General Partner has acted in
good faith.

C. Subject to its obligations and duties as General Partner set
forth in Section 7.1.A hereof, the General Partner may exercise any of the
powers granted to it by this Agreement and perform any of the duties imposed
upon it hereunder either directly or by or through its agents. Neither the
General Partner nor PPI shall be responsible for any misconduct or negligence
on the part of any such agent appointed by the General Partner in good faith.

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D. Any amendment, modification or repeal of this Section 7.8 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on the General Partner's liability to the Partnership and the
Limited Partners under this Section 7.8 as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising from or
relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be
asserted.

Section 7.9 Other Matters Concerning the General Partner

A. The General Partner may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture, or other
paper or document believed by it in good faith to be genuine and to have been
signed or presented by the proper party or parties.

B. The General Partner may consult with legal counsel, accountants,
appraisers, management consultants, investment bankers, architects, engineers,
environmental consultants and other consultants and advisers selected by it,
and any act taken or omitted to be taken in reliance upon the opinion of such
Persons as to matters which such General Partner reasonably believes to be
within such Person's professional or expert competence shall be conclusively
presumed to have been done or omitted in good faith and in accordance with such
opinion.

C. The General Partner shall have the right, in respect of any of
its powers or obligations hereunder, to act through any of its duly authorized
officers and a duly appointed attorney or attorneys-in-fact. Each such
attorney shall, to the extent provided by the General Partner in the power of
attorney, have full power and authority to do and perform all and every act and
duty which is permitted or required to be done by the General Partner
hereunder.

D. Notwithstanding any other provisions of this Agreement or the
Act, any action of the General Partner on behalf of the Partnership or any
decision of the General Partner to refrain from acting on behalf of the
Partnership, undertaken in the good faith belief that such action or omission
is necessary or advisable in order (i) to protect the ability of PPI to
continue to qualify as a REIT, or (ii) to avoid PPI incurring any taxes under
Section 857 or Section 4981 of the Code, is expressly authorized under this
Agreement and is deemed approved by all of the Limited Partners.

Section 7.10 Title to Partnership Assets

Title to Partnership assets, whether real, personal or mixed and
whether tangible or intangible, shall be deemed to be owned by the Partnership
as an entity, and no Partner, individually or collectively, shall have any
ownership interest in such Partnership assets or any portion thereof. Title to
any or all of the Partnership assets may be held in the name of the
Partnership, the General Partner or one or more nominees, as the General
Partner may determine, including Affiliates of the General Partner. The
General Partner hereby declares and warrants that any Partnership assets for
which legal title is held in the name of the General Partner or any nominee or
Affiliate of the General

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Partner shall be held by the General Partner for the use and benefit of the
Partnership in accordance with the provisions of this Agreement; provided,
however, that the General Partner shall use its best efforts to cause
beneficial and record title to such assets to be vested in the Partnership as
soon as reasonably practicable. All Partnership assets shall be recorded as
the property of the Partnership in its books and records, irrespective of the
name in which legal title to such Partnership assets is held.

Section 7.11 Reliance by Third Parties

Notwithstanding anything to the contrary in this Agreement, any Person
dealing with the Partnership shall be entitled to assume that the General
Partner has full power and authority, without the consent or approval of any
other Partner or Person, to encumber, sell or otherwise use in any manner any
and all assets of the Partnership and to enter into any contracts on behalf of
the Partnership, and take any and all actions on behalf of the Partnership, and
such Person shall be entitled to deal with the General Partner as if the
General Partner were the Partnership's sole party in interest, both legally and
beneficially. Each Limited Partner hereby waives any and all defenses or other
remedies which may be available against such Person to contest, negate or
disaffirm any action of the General Partner in connection with any such
dealing. In no event shall any Person dealing with the General Partner or its
representatives be obligated to ascertain that the terms of this Agreement have
been complied with or to inquire into the necessity or expedience of any act or
action of the General Partner or its representatives. Each and every
certificate, document or other instrument executed on behalf of the Partnership
by the General Partner or its representatives shall be conclusive evidence in
favor of any and every Person relying thereon or claiming thereunder that (i)
at the time of the execution and delivery of such certificate, document or
instrument, this Agreement was in full force and effect, (ii) the Person
executing and delivering such certificate, document or instrument was duly
authorized and empowered to do so for and on behalf of the Partnership, and
(iii) such certificate, document or instrument was duly executed and delivered
in accordance with the terms and provisions of this Agreement and is binding
upon the Partnership.

ARTICLE 8
RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 8.1 Limitation of Liability

The Limited Partners shall have no liability under this Agreement
except as expressly provided in this Agreement, including Section 10.5 hereof,
or under the Act.

Section 8.2 Management of Business

No Limited Partner or Assignee (other than the General Partner, any of
its Affiliates or any officer, director, employee, partner, agent or trustee of
the General Partner, the Partnership or any of their Affiliates, in their
capacity as such) shall take part in the operation, management or control

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of the Partnership's business, transact any business in the Partnership's name
or have the power to sign documents for or otherwise bind the Partnership. The
transaction of any such business by the General Partner, any of its Affiliates
or any officer, director, employee, partner, agent or trustee of the General
Partner, the Partnership or any of their Affiliates, in their capacity as such,
shall not affect, impair or eliminate the limitations on the liability of the
Limited Partners or Assignees under this Agreement.

Section 8.3 Outside Activities of Limited Partners

Subject to any agreements entered into pursuant to Section 7.6.E
hereof and any other agreements entered into by a Limited Partner or its
Affiliates with the Partnership or a Subsidiary, any Limited Partner (other
than any Post Partner) and any officer, director, employee, agent, trustee,
Affiliate or shareholder of any Limited Partner (other than any Post Partner)
shall be entitled to and may have business interests and engage in business
activities in addition to those relating to the Partnership, including business
interests and activities that are in direct competition with the Partnership or
that are enhanced by the activities of the Partnership. Neither the
Partnership nor any Partners shall have any rights by virtue of this Agreement
in any business ventures of any Limited Partner or Assignee. None of the
Limited Partners nor any other Person shall have any rights by virtue of this
Agreement or the partnership relationship established hereby in any business
ventures of any other Person (other than PPI and the Post Partners to the
extent expressly provided herein) and such Person shall have no obligation
pursuant to this Agreement to offer any interest in any such business ventures
to the Partnership, any Limited Partner or any such other Person, even if such
opportunity is of a character which, if presented to the Partnership, any
Limited Partner or such other Person, could be taken by such Person.

Section 8.4 Return of Capital

Except pursuant to the right of redemption set forth in Section 8.6,
no Limited Partner shall be entitled to the withdrawal or return of his Capital
Contribution, except to the extent of distributions made pursuant to this
Agreement or upon termination of the Partnership as provided herein. Except to
the extent provided by Exhibit C hereof or as permitted by Section 4.2.A, or
otherwise expressly provided in this Agreement, no Limited Partner or Assignee
shall have priority over any other Limited Partner or Assignee either as to the
return of Capital Contributions or as to profits, losses or distributions.

Section 8.5 Rights of Limited Partners Relating to the Partnership

A. In addition to other rights provided by this Agreement or by the
Act, and except as limited by Section 8.5.C hereof, each Limited Partner shall
have the right, for a purpose reasonably related to such Limited Partner's
interest as a limited partner in the Partnership, upon written demand with a
statement of the purpose of such demand and at such Limited Partner's own
expense (including such copying and administrative charges as the General
Partner may establish from time to time):

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(1) to obtain a copy of the most recent annual and
quarterly reports filed with the Securities and
Exchange Commission by PPI pursuant to the Securities
Exchange Act of 1934;

(2) to obtain a copy of the Partnership's federal, state
and local income tax returns for each Partnership
Year;

(3) to obtain a current list of the name and last known
business, residence or mailing address of each
Partner; and

(4) to obtain a copy of this Agreement and the
Certificate and all amendments thereto, together with
executed copies of all powers of attorney pursuant to
which this Agreement, the Certificate and all
amendments thereto have been executed.

B. The Partnership shall notify any Limited Partner, on request, of
the then current Conversion Factor or any change made to the Conversion Factor.

C. Notwithstanding any other provision of this Section 8.5, the
General Partner may keep confidential from the Limited Partners, for such
period of time as the General Partner determines in its sole and absolute
discretion to be reasonable, any information that (i) the General Partner
reasonably believes to be in the nature of trade secrets or other information
the disclosure of which the General Partner in good faith believes is not in
the best interests of the Partnership or could damage the Partnership or its
business, or (ii) the Partnership is required by law or by agreements with an
unaffiliated third party to keep confidential.

Section 8.6 Redemption Right

A. Subject to the provisions of this Section 8.6., each Limited
Partner, other than any Post Partner, shall have the right (the "Redemption
Right") to require the Partnership to redeem on a Specified Redemption Date all
or a portion of the Partnership Units held by such Limited Partner at a
redemption price equal to and in the form of the Redemption Amount to be paid
by the Partnership. The Redemption Right shall be exercised pursuant to a
Notice of Redemption delivered to the General Partner by the Limited Partner
who is exercising the redemption right (the "Redeeming Partner"). A Limited
Partner may not exercise the Redemption Right for less than one thousand
(1,000) Partnership Units or, if such Limited Partner holds less than one
thousand (1,000) Partnership Units, all of the Partnership Units held by such
Limited Partner. The Redeeming Partner shall have no right, with respect to
any Partnership Units so redeemed, to receive any distributions paid after the
Specified Redemption Date. The Assignee of any Limited Partner may exercise
the rights of such Limited Partner pursuant to this Section 8.6, and such
Limited Partner shall be deemed to have assigned such rights to such Assignee
and shall be bound by the exercise of such rights by such Limited Partner's
Assignee. In connection with any exercise of such rights by such Assignee

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on behalf of such Limited Partner, the Redemption Amount shall be paid by the
Partnership directly to such Assignee and not to such Limited Partner.

B. Notwithstanding the provisions of Section 8.6.A, either of the
General Partner or PPI may, in its sole and absolute discretion, assume
directly and satisfy a Redemption Right by paying to the Redeeming Partner the
Redemption Amount on the Specified Redemption Date, whereupon the General
Partner or PPI, as the case may be, shall acquire the Partnership Units offered
for redemption by the Redeeming Partner and shall be treated for all purposes
of this Agreement as the owner of such Partnership Units. In the event the
General Partner or PPI shall exercise this right to satisfy the Redemption
Right in the manner described in the preceding sentence, the Partnership shall
have no obligation to pay any amount to the Redeeming Partner with respect to
such Redeeming Partner's exercise of the Redemption Right, and each of the
Redeeming Partner, the Partnership and, as the case may be, the General Partner
or PPI shall treat the transaction between the General Partner or PPI, as the
case may be, and the Redeeming Partner as a sale of the Redeeming Partner's
Partnership Units to the General Partner or PPI, as the case may be, for
federal income tax purposes. Each Redeeming Partner agrees to execute such
documents as the General Partner or PPI, as the case may be, may reasonably
require in connection with the issuance of REIT Shares upon exercise of the
Redemption Right.

C. Notwithstanding any other provision of this Section 8.6, a
Partner shall not be entitled to exercise the Redemption Right pursuant to
Section 8.6.A if the delivery of REIT Shares to such Partner on the Specified
Redemption Date would be prohibited under the Articles of Incorporation.

D. Notwithstanding any other provision of this Section 8.6, no
Partner shall be entitled to exercise the Redemption Right pursuant to Section
8.6.A with respect to any Preferred Partnership Unit unless the General Partner
has expressly granted to such Partner in the instrument designating such
Preferred Partnership Units (or series or class thereof), the right to redeem
such Preferred Partnership Units pursuant to Section 8.6.A. Preferred
Partnership Units shall be redeemed, if at all, only in accordance with such
redemption rights or options as are set forth with respect to such Preferred
Partnership Units (or class or series thereof) in the instruments designating
such Preferred Partnership Units (or class or series thereof).

E. No Series 1996A Common Partnership Unit may be redeemed pursuant
to this Section 8.6 at any time prior to October 15, 1998, unless sooner
permitted by the General Partner in its sole discretion.

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ARTICLE 9
BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 9.1 Records and Accounting

The General Partner shall keep or cause to be kept at the principal
office of the Partnership those records and documents required to be maintained
by the Act and other books and records deemed by the General Partner to be
appropriate with respect to the Partnership's business, including, without
limitation, all books and records necessary to provide to the Limited Partners
any information, lists and copies of documents required to be provided pursuant
to Section 9.3 hereof. The books of the Partnership shall be maintained, for
financial and tax reporting purposes, on an accrual basis in accordance with
generally accepted accounting principles, or on such other basis as the General
Partner determines to be necessary or appropriate.

Section 9.2 Fiscal Year

The fiscal year of the Partnership shall be the calendar year.

Section 9.3 Reports

A. As soon as practicable, but in no event later than one hundred
five (105) days after the close of each Partnership Year, the General Partner
shall cause to be mailed to each Limited Partner as of the close of the
Partnership Year, an annual report containing financial statements of the
Partnership or, if such statements are prepared solely on a consolidated basis
with the General Partner and/or PPI, financial statements of the General
Partner and/or PPI for such Partnership Year, presented in accordance with
generally accepted accounting principles, such statements to be audited by a
nationally recognized firm of independent public accountants selected by the
General Partner.

B. As soon as practicable, but in no event later than one hundred
five (105) days after the close of each calendar quarter (except the last
calendar quarter of each year), the General Partner shall cause to be mailed to
each Limited Partner as of the last day of the calendar quarter, a report
containing unaudited financial statements of the Partnership or, if such
statements are prepared solely on a consolidated basis with the General Partner
and/or PPI, financial statements of the General Partner and/or PPI, as well as
such other information as may be required by applicable law or regulation, or
as the General Partner determines to be appropriate.

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ARTICLE 10
TAX MATTERS

Section 10.1 Preparation of Tax Returns

The General Partner shall arrange for the preparation and timely
filing of all returns of Partnership income, gains, deductions, losses and
other items required of the Partnership for federal and state income tax
purposes and shall use all reasonable efforts to furnish, within ninety (90)
days of the close of each taxable year, the tax information reasonably required
by Limited Partners for federal and state income tax reporting purposes.

Section 10.2 Tax Elections

Except as otherwise provided herein, the General Partner shall, in its
sole and absolute discretion, determine whether to make any available election
pursuant to the Code; provided, however, that the General Partner shall make
the election under Section 754 of the Code in accordance with applicable
Regulations thereunder. The General Partner shall have the right to seek to
revoke any such election (including, without limitation, the election under
Section 754 of the Code) upon the General Partner's determination in its sole
and absolute discretion that such revocation is in the best interests of the
Partners.

Section 10.3 Tax Matters Partner

A. The General Partner shall be the "tax matters partner" of the
Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of
the Code, upon receipt of notice from the IRS of the beginning of an
administrative proceeding with respect to the Partnership, the tax matters
partner shall furnish the IRS with the name, address and profit interest of
each of the Limited Partners and the Assignees; provided, however, that such
information is provided to the Partnership by the Limited Partners and the
Assignees.

B. The tax matters partner is authorized, but not required:

(1) to enter into any settlement with the IRS with
respect to any administrative or judicial proceedings
for the adjustment of Partnership items required to
be taken into account by a Partner for income tax
purposes (such administrative proceedings being
referred to as a "tax audit" and such judicial
proceedings being referred to as "judicial review"),
and in the settlement agreement the tax matters
partner may expressly state that such agreement shall
bind all Partners, except that such settlement
agreement shall not bind any Partner (i) who (within
the time prescribed pursuant to the Code and
Regulations) files a statement with the IRS providing
that the tax matters partner shall not have the
authority to enter into a settlement agreement on
behalf of such Partner, or (ii) who is a "notice
partner" (as defined in Section 6231(a)(8) of

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the Code) or a member of a "notice group" (as
addressed in Section 6223(b)(2) of the Code);

(2) in the event that a notice of a final administrative
adjustment at the Partnership level of any item
required to be taken into account by a Partner for
tax purposes (a "final adjustment") is mailed to the
tax matters partner, to seek judicial review of such
final adjustment, including the filing of a petition
for readjustment with the Tax Court or the United
States Claims Court, or the filing of a complaint for
refund with the District Court of the United States
for the district in which the Partnership's principal
place of business is located;

(3) to intervene in any action brought by any other
Partner for judicial review of a final adjustment;

(4) to file a request for an administrative adjustment
with the IRS at any time and, if any part of such
request is not allowed by the IRS, to file an
appropriate pleading (petition or complaint) for
judicial review with respect to such request;

(5) to enter into an agreement with the IRS to extend the
period for assessing any tax which is attributable to
any item required to be taken into account by a
Partner for tax purposes, or an item affected by such
item; and

(6) to take any other action on behalf of the Partners of
the Partnership in connection with any tax audit or
judicial review proceeding to the extent permitted by
law.

The taking of any action and the incurring of any expense by the tax
matters partner in connection with any such proceeding, except to the extent
required by law, is a matter in the sole and absolute discretion of the tax
matters partner and the provisions relating to indemnification of the General
Partner set forth in Section 7.7 of this Agreement shall be fully applicable to
the tax matters partner in its capacity as such.

C. The tax matters partner shall receive no compensation for its
services. All third party costs and expenses incurred by the tax matters
partner in performing its duties as such (including legal and accounting fees
and expenses) shall be borne by the Partnership. Nothing herein shall be
construed to restrict the Partnership from engaging an accounting firm to
assist the tax matters partner in discharging its duties hereunder, so long as
the compensation paid by the Partnership for such services is reasonable.

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Section 10.4 Organizational Expenses

The Partnership shall elect to deduct expenses, if any, incurred by it
in organizing the Partnership ratably over a sixty (60)-month period as
provided in Section 709 of the Code.

Section 10.5 Withholding

Each Limited Partner hereby authorizes the Partnership to withhold
from or pay on behalf of or with respect to such Limited Partner any amount of
federal, state, local, or foreign taxes that the General Partner determines
that the Partnership is required to withhold or pay with respect to any amount
distributable or allocable to such Limited Partner pursuant to this Agreement,
including, without limitation, any taxes required to be withheld or paid by the
Partnership pursuant to Sections 1441, 1442, 1445, or 1446 of the Code. Any
amount paid on behalf of or with respect to a Limited Partner shall constitute
a loan by the Partnership to such Limited Partner, which loan shall be repaid
by such Limited Partner within fifteen (15) days after notice from the General
Partner that such payment must be made unless (i) the Partnership withholds
such payment from a distribution which would otherwise be made to the Limited
Partner, or (ii) the General Partner determines, in its sole and absolute
discretion, that such payment may be satisfied out of the available funds of
the Partnership which would, but for such payment, be distributed to the
Limited Partner. Any amounts withheld pursuant to the foregoing clauses (i) or
(ii) shall be treated as having been distributed to such Limited Partner.
Each Limited Partner hereby unconditionally and irrevocably grants to the
Partnership a security interest in such Limited Partner's Partnership Interest
to secure such Limited Partner's obligation to pay to the Partnership any
amounts required to be paid pursuant to this Section 10.5. In the event that a
Limited Partner fails to pay any amounts owed to the Partnership pursuant to
this Section 10.5 when due, the General Partner may, in its sole and absolute
discretion, elect to make the payment to the Partnership on behalf of such
defaulting Limited Partner, and in such event shall be deemed to have loaned
such amount to such defaulting Limited Partner and shall succeed to all rights
and remedies of the Partnership as against such defaulting Limited Partner.
Without limitation, in such event the General Partner shall have the right to
receive distributions that would otherwise be distributable to such defaulting
Limited Partner until such time as such loan, together with all interest
thereon, has been paid in full; and any such distributions so received by the
General Partner shall be treated as having been distributed to the defaulting
Limited Partner and immediately paid by the defaulting Limited Partner to the
General Partner in repayment of such loan. Any amounts payable by a Limited
Partner hereunder shall bear interest at the lesser of (A) the base rate on
corporate loans at large United States money center commercial banks, as
published from time to time in The Wall Street Journal, plus four (4)
percentage points or (b) the maximum lawful rate of interest on such
obligation, such interest to accrue from the date such amount is due (i.e.,
fifteen (15) days after demand) until such amount is paid in full. Each
Limited Partner shall take such actions as the Partnership or the General
Partner shall request in order to perfect or enforce the security interest
created hereunder.

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ARTICLE 11
TRANSFERS AND WITHDRAWALS

Section 11.1 Transfer

A. The term "transfer," when used in this Article 11 with respect to
a Partnership Unit, shall be deemed to refer to a transaction by which the
General Partner purports to assign all or any part of its General Partner
Interest to another Person or by which a Limited Partner purports to assign all
or any part of its Limited Partner Interest to another Person, and includes a
sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange
or any other disposition by law or otherwise. The term "transfer" when used in
this Article 11 does not include any redemption of Partnership Units by a
Limited Partner or acquisition of Partnership Units from a Limited Partner by
the General Partner or PPI pursuant to Section 8.6.

B. No Partnership Interest shall be transferred, in whole or in
part, except in accordance with the terms and conditions set forth in this
Article 11. Any transfer or purported transfer of a Partnership Interest not
made in accordance with this Article 11 shall be null and void.

Section 11.2 Transfer of Post Partners' Partnership Interests or
PPI's Ownership Interest

A. No Post Partner may transfer any of its Partnership Interest or
withdraw as General Partner or Limited Partner, as appropriate, except as
provided in Section 11.2.B or in connection with a Transaction described in
Section 11.2.C. PPI shall not transfer any of its Ownership Interest except in
connection with a Transaction described in Section 11.2.C.

B. Any Post Partner may transfer Partnership Interests held by it
(i) to the Partnership in accordance with Section 7.5.B hereof; (ii) to a
purported holder of REIT Shares in accordance with the provisions of Article 5
of the Articles of Incorporation; or (iii) to PPI, to the other Post Partner or
to any other direct or indirect wholly owned subsidiary of PPI.

C. Except as otherwise provided in Section 11.2.D, PPI shall not
engage in any merger, consolidation or other combination with or into another
Person or sale of all or substantially all of its assets, or any
reclassification, or recapitalization or change of outstanding REIT Shares
(other than a change in par value, or from par value to no par value, or as a
result of a subdivision or combination as described in the definition of
"Conversion Factor") ("Transaction"), unless (i) the Transaction also includes
a merger of the Partnership or sale of substantially all of the assets of the
Partnership which has been approved by the requisite Consent of Partners
pursuant to Section 7.3 and as a result of which all Limited Partners will
receive for each Common Partnership Unit an amount of cash, securities or other
property equal to the product of the Conversion Factor and the greatest amount
of cash, securities or other property paid to a holder of one REIT Share in
consideration of one REIT Share at any time during the period from and after
the date on which the Transaction is consummated, provided that if, in
connection with the Transaction, a purchase, tender or exchange offer shall
have been made to and accepted by the holders of more than fifty percent

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(50%) of the outstanding REIT Shares, each holder of Common Partnership Units
shall receive the greatest amount of cash, securities or other property which
such holder would have received had it exercised the Redemption Right and
received REIT Shares in exchange for its Common Partnership Units immediately
prior to the expiration of such purchase, tender or exchange offer and had
thereupon accepted such purchase, tender or exchange offer; and (ii) no more
than seventy-five percent (75%) of the equity securities of the acquiring
Person in such Transaction shall be owned, after consummation of such
Transaction, by PPI, the General Partner or Persons who are Affiliates of PPI,
the Partnership or the General Partner immediately prior to the date on which
the Transaction is consummated.

D. Notwithstanding Section 11.2.C, any Post Partner or PPI may merge
or combine with another entity if immediately after such merger substantially
all of the assets of the surviving entity, other than general or limited
Partnership Units held by any Post Partner or PPI, are contributed to the
Partnership as a Capital Contribution in exchange for Partnership Units (either
directly by the Post Partners or indirectly by PPI to the Post Partners and
then by the Post Partners to the Partnership). In addition, PPI may merge or
combine with any Post Partner or any other direct or indirect wholly owned
subsidiary of PPI, and any Post Partner may merge or combine with any other
Post Partner or any direct or indirect wholly owned subsidiary of PPI and, if
determined by the General Partner to be in the best interests of PPI and the
Partnership, with the Partnership.

Section 11.3 Limited Partners' Rights to Transfer

A. Subject to the provisions of Section 11.3.F, no Limited Partner
shall have the right to transfer all or any portion of his Partnership
Interest, or any of such Limited Partner's rights as a Limited Partner, without
the prior written consent of the General Partner, which consent may be given or
withheld by the General Partner in its sole and absolute discretion. Any
purported transfer of a Partnership Interest by a Limited Partner in violation
of this Section 11.3.A shall be void ab initio and shall not be given effect
for any purpose by the Partnership.

B. If a Limited Partner is subject to Incapacity, the executor,
administrator, trustee, committee, guardian, conservator or receiver of such
Limited Partner's estate shall have all the rights of a Limited Partner, but
not more rights than those enjoyed by other Limited Partners, for the purpose
of settling or managing the estate and such power as the Incapacitated Limited
Partner possessed to transfer all or any part of his or its interest in the
Partnership. The Incapacity of a Limited Partner, in and of itself, shall not
dissolve or terminate the Partnership.

C. The General Partner may prohibit any transfer otherwise permitted
under Section 11.3.F by a Limited Partner of his Partnership Units (i) if, in
the opinion of legal counsel to the Partnership, such transfer would require
filing of a registration statement under the Securities Act of 1933 or would
otherwise violate any federal, state or foreign securities laws or regulations
applicable to the Partnership or the Partnership Units, or (ii) if the
transferring Limited Partner fails or is unable to obtain and deliver to the
Partnership a legal opinion, from counsel acceptable to the General Partner,
addressed to the Partnership and the General Partner, that such registration is
not required in

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connection with such transfer and that such transfer does not violate any
federal, state or foreign securities laws or regulations applicable to the
Partnership or the Partnership Units.

D. No transfer by a Limited Partner of his Partnership Units may be
made to any Person if (i) in the opinion of legal counsel for the Partnership,
it would result in the Partnership being treated as an association taxable as a
corporation, or (ii) such transfer is effectuated through an "established
securities market" or a "secondary market (or the substantial equivalent
thereof)" within the meaning of Section 7704(b) of the Code.

E. No transfer of any Partnership Units may be made to a lender to
the Partnership or any Person who is related (within the meaning of Section
1.752-4(b) of the Regulations) to any lender to the Partnership whose loan
constitutes a Nonrecourse Liability, without the consent of the General
Partner, in its sole and absolute discretion.

F. Notwithstanding the provisions of Section 11.3.A (but subject to
the provisions of Sections 11.3.C, 11.3.D, and 11.3.E), a Limited Partner may
transfer, with or without the consent of the General Partner, all or a portion
of his Partnership Units to (i) a member of his Immediate Family, or a trust
for the benefit of a member of his Immediate Family, in a donative transfer
that does not involve the receipt of any consideration (but not by inheritance
so long as the transferee at the death of such Limited Partner would have a
basis for federal income tax purposes in such Partnership Units equal to their
fair value at the time of such Limited Partner's death); or (ii) an
organization that qualifies under Section 501(c)(3) of the Code and that is not
a private foundation within the meaning of Section 509(a) of the Code; provided
that in the case of either (i) or (ii) above, such transferee shall constitute
an "accredited investor" as such term is defined in Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933, as amended.

G. The transfer of any Limited Partner Interest by Post LP Holdings
or any other Post Partner shall be governed by Section 11.2 hereof rather than
this Section 11.3.

Section 11.4 Substituted Limited Partners

A. No Limited Partner shall have the right to substitute a
transferee as a Limited Partner in his place. The General Partner shall,
however, have the right to consent to the admission of a transferee of the
interest of a Limited Partner pursuant to this Section 11.4 as a Substituted
Limited Partner, which consent may be given or withheld by the General Partner
in its sole and absolute discretion. The General Partner's failure or refusal
to permit a transferee of any such interests to become a Substituted Limited
Partner shall not give rise to any cause of action against the Partnership or
any Partner.

B. A transferee who has been admitted as a Substituted Limited
Partner in accordance with this Article 11 shall have all the rights and powers
and be subject to all the restrictions and liabilities of a Limited Partner
under this Agreement.

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C. Upon the admission of a Substituted Limited Partner, the General
Partner shall amend Exhibit A to reflect the name, address, number of
Partnership Units and Percentage Interest of such Substituted Limited Partner
and to eliminate or adjust, if necessary, the name, address and interest of the
predecessor of such Substituted Limited Partner.

Section 11.5 Assignees

If the General Partner, in its sole and absolute discretion, does not
consent to the admission of any permitted transferee under Section 11.3 as a
Substituted Limited Partner, as described in Section 11.4, such transferee
shall be considered an Assignee for purposes of this Agreement. An Assignee
shall be deemed to have had assigned to it, and shall be entitled to receive,
distributions from the Partnership and the share of Net Income, Net Losses,
Recapture Income and any other items of income, gain, loss, deduction and
credit of the Partnership attributable to the Partnership Units assigned to
such transferee, but shall not be deemed to be a holder of Partnership Units
for any other purpose under this Agreement, and shall not be entitled to vote
such Partnership Units in any matter presented to the Limited Partners for a
vote (such Partnership Units being deemed to have been voted on such matter in
the same proportion as all other Partnership Units held by Limited Partners are
voted). In the event any such transferee desires to make a further assignment
of any such Partnership Units, such transferee shall be subject to all the
provisions of this Article 11 to the same extent and in the same manner as any
Limited Partner desiring to make an assignment of Partnership Units.

Section 11.6 General Provisions

A. No Limited Partner may withdraw from the Partnership other than
as a result of a permitted transfer of all of such Limited Partner's
Partnership Units in accordance with this Article 11 or pursuant to redemption
of all of its Partnership Units under Section 8.6.

B. Any Limited Partner who shall transfer all of his Partnership
Units in a transfer permitted pursuant to this Article 11 shall cease to be a
Limited Partner upon the admission of all Assignees of such Partnership Units
as Substituted Limited Partners. Similarly, any Limited Partner who shall
transfer all of his Partnership Units pursuant to a redemption of all of his
Partnership Units under Section 8.6 shall cease to be a Limited Partner.

C. Transfers pursuant to this Article 11 may only be made on the
first day of a fiscal quarter of the Partnership, unless the General Partner
otherwise agrees.

D. If any Partnership Unit is transferred or assigned in compliance
with the provisions of this Article 11, or redeemed or transferred pursuant to
Section 8.6, on any day other than the first day of a Partnership Year, then
Net Income, Net Losses, each item thereof and all other items attributable to
such Partnership Unit for such Partnership Year shall be allocated to the
transferor Partner or the Redeeming Partner, as the case may be, and, in the
case of a transfer or assignment other than a redemption, to the transferee
Partner, by taking into account their varying interests

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during the Partnership Year in accordance with Section 706(d) of the Code,
using the interim closing of the books method. Solely for purposes of making
such allocations, each of such items for the calendar month in which a transfer
or assignment occurs shall be allocated to the transferee Partner, and none of
such items for the calendar month in which a transfer or a redemption occurs
shall be allocated to the transferor Partner or the Redeeming Partner, as the
case may be. All distributions of Available Cash attributable to such
Partnership Unit with respect to which the Partnership Record Date is before
the date of such transfer, assignment or redemption shall be made to the
transferor Partner or the Redeeming Partner, as the case may be, and, in the
case of a transfer or assignment other than a redemption, all distributions of
Available Cash thereafter attributable to such Partnership Unit shall be made
to the transferee Partner.

ARTICLE 12
ADMISSION OF PARTNERS

Section 12.1 Admission of Successor General Partner

A successor to all of the General Partner Interest pursuant to Section
11.2 hereof who is proposed to be admitted as a successor General Partner shall
be admitted to the Partnership as the General Partner, effective upon such
transfer. Any such transferee shall carry on the business of the Partnership
without dissolution. In each case, the admission shall be subject to the
successor General Partner executing and delivering to the Partnership an
acceptance of all of the terms and conditions of this Agreement and such other
documents or instruments as may be required to effect the admission. In the
case of such admission on any day other than the first day of a Partnership
Year, all items attributable to the General Partner Interest for such
Partnership Year shall be allocated between the transferring General Partner
and such successor as provided in Section 11.6.D hereof.

Section 12.2 Admission of Additional Limited Partners

A. After the admission to the Partnership of the initial Limited
Partners on the date of the closing of the IPO, a Person who made or makes a
Capital Contribution to the Partnership in accordance with this Agreement or
who exercises an option to receive Partnership Units shall be admitted to the
Partnership as an Additional Limited Partner only upon furnishing to the
General Partner (i) evidence of acceptance in form satisfactory to the General
Partner of all of the terms and conditions of this Agreement, including,
without limitation, the power of attorney granted in Section 2.4 hereof, and
(ii) such other documents or instruments as may be required in the discretion
of the General Partner in order to effect such Person's admission as an
Additional Limited Partner.

B. Notwithstanding anything to the contrary in this Section 12.2, no
Person shall be admitted as an Additional Limited Partner without the consent
of the General Partner, which consent may be given or withheld in the General
Partner's sole and absolute discretion. The admission of any Person as an
Additional Limited Partner shall become effective on the date upon which the
name

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of such Person is recorded on the books and records of the Partnership,
following the consent of the General Partner to such admission.

C. If any Additional Limited Partner is admitted to the Partnership
on any day other than the first day of a Partnership Year, then Net Income, Net
Losses, each item thereof and all other items allocable among Partners and
Assignees for such Partnership Year shall be allocated among such Additional
Limited Partner and all other Partners and Assignees by taking into account
their varying interests during the Partnership Year in accordance with Section
706(d) of the Code, using the interim closing of the books method. Solely for
purposes of making such allocations, each of such items for the calendar month
in which an admission of any Additional Limited Partner occurs shall be
allocated among all the Partners and Assignees including such Additional
Limited Partner. All distributions of Available Cash with respect to which the
Partnership Record Date is before the date of such admission shall be made
solely to Partners and Assignees other than the Additional Limited Partner, and
all distributions of Available Cash thereafter shall be made to all the
Partners and Assignees including such Additional Limited Partner.

D. Pursuant to the Second Amendment to the First Amended and
Restated Partnership Agreement of Post Apartment Homes, L.P., dated October 15,
1996 (the "Second Amendment") the Series 1996A Common Partnership Units
(consisting of 138,150 Common Partnership Units) were issued to ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ and L. ▇▇▇▇▇ ▇▇▇▇▇▇ in connection with the Partnership's exercise of
an option to acquire real property owned by a partnership of which Messrs.
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ were the sole partners. Such option was exercised, and
such Partnership Units were issued, with the approval of a majority of the
disinterested directors of PPI. Such Partnership Units were issued pursuant to
Section 4.2.A hereof, and are reflected on Exhibit A hereto.

Section 12.3 Amendment of Agreement and Certificate of Limited
Partnership

For the admission to the Partnership of any Partner, the General
Partner shall take all steps necessary and appropriate under the Act to amend
the records of the Partnership and, if necessary, to prepare as soon as
practical an amendment of this Agreement (including an amendment of Exhibit A)
and, if required by law, shall prepare and file an amendment to the Certificate
and may for this purpose exercise the power of attorney granted pursuant to
Section 2.4 hereof.

Section 12.4. Acknowledgment of and Consent to Certain
Transactions.

On or about the Effective Date, the following transactions have
occurred:

(1) PPI has organized Post GP Holdings as a wholly-owned subsidiary
of PPI.

(2) PPI has organized Post Merger Sub as a wholly-owned subsidiary of
PPI.

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(3) PPI has transferred to Post GP Holdings the General Partner
Interest, consisting of one percent (1%) of the aggregate Common
Partnership Units outstanding immediately prior to the Effective
Date.

(4) PPI has transferred to Post Merger Sub all Partnership Units
(common and preferred), other than the General Partner Interest,
held by PPI immediately prior to the Effective Date, and Post
Merger Sub has been admitted to the Partnership as a substituted
Limited Partner in the Partnership in place of PPI.

(5) Post GP Holdings has assumed and agreed to undertake, and does
hereby assume and agree to undertake, PPI's rights, duties and
responsibilities as General Partner hereunder, and PPI has
withdrawn from the Partnership as both the General Partner and
Limited Partner, such that PPI is no longer a Partner in the
Partnership. Post GP Holdings has been and is hereby admitted to
the Partnership as substitute General Partner of the Partnership.

(6) Pursuant to an Agreement and Plan of Merger, dated as of August
1, 1997, among PPI, Columbus Realty Trust ("Columbus") and Post
Merger Sub, Columbus has merged with and into Post Merger Sub,
with Post Merger Sub being the surviving corporation of the
merger (the "Columbus Merger").

(7) PPI has organized Post LP Holdings as a wholly-owned subsidiary
of PPI.

(8) PPI has contributed one hundred percent (100%) of the capital
stock of Post Merger Sub to Post LP Holdings. As a result of
such contribution, Post Merger Sub became a wholly-owned,
indirect subsidiary of PPI.

(9) PPI and Post LP Holdings have caused Post Merger Sub to be merged
with and into the Partnership, with the Partnership being the
surviving limited partnership (the "Second Merger"). As a result
of the Second Merger, the Partnership has acquired all
Partnership Units previously held by Post Merger Sub and all
assets of Post Merger Sub acquired from Columbus in the Columbus
Merger.

(10) As consideration for the Second Merger, the Partnership has
issued to Post LP Holdings, a number of Partnership Units equal
to the sum of (a) all Partnership Units previously held by Post
Merger Sub, as described above, consisting of the number of
Common Partnership Units and Series A Partnership Units acquired
by the Partnership from Post Merger Sub in the Second Merger,
plus (b) an additional number of Common Partnership Units equal
to the sum of (x) the aggregate number of REIT Shares issued to
Shareholders of Columbus in the Columbus Merger, plus (y) the
aggregate number of fractional REIT Shares (rounded to the
nearest whole number) in respect to which PPI paid cash to
Columbus shareholders in the Columbus Merger. Such Partnership

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Units so issued by the Partnership to Post LP Holdings as a
result of the Second Merger are reflected on Exhibit A.

(11) The General Partner, on behalf of the Partnership, has admitted
and does hereby admit Post LP Holdings to the Partnership as a
substituted Limited Partner, subject to the provisions of this
Agreement applicable to Post LP Holdings.

The Partners hereby consent to each of the foregoing transactions.

ARTICLE 13
DISSOLUTION, LIQUIDATION AND TERMINATION

Section 13.1 Dissolution

The Partnership shall not be dissolved by the admission of Substituted
Limited Partners or Additional Limited Partners or by the admission of a
successor General Partner in accordance with the terms of this Agreement. Upon
the withdrawal of the General Partner, any successor General Partner shall
continue the business of the Partnership. The Partnership shall dissolve, and
its affairs shall be wound up, upon the first to occur of any of the following
("Liquidating Events"):

A. the expiration of its term as provided in Section 2.5 hereof;

B. an event of withdrawal of the General Partner, as defined in the
Act (other than an event described in Sections 14-9-602(a)(4) and
14-9-602(a)(5) of the Act), unless, within ninety (90) days after the
withdrawal all the remaining Partners agree in writing to continue the business
of the Partnership and to the appointment, effective as of the date of
withdrawal, of a successor General Partner;

C. from and after the date of this Agreement through December 31,
2013, an election to dissolve the Partnership made by the General Partner,
unless any Original Limited Partner who holds one or more Original Limited
Partnership Units objects in writing to such dissolution within thirty (30)
days of receiving written notice of such election from the General Partner;

D. from and after January 1, 2014 through December 31, 2043, an
election to dissolve the Partnership made by the General Partner, unless
Original Limited Partners holding at least five percent (5%) of the Original
Limited Partnership Units object in writing to such dissolution within thirty
(30) days of receiving written notice of such election from the General
Partner;

E. on or after January 1, 2044, an election to dissolve the
Partnership made by the General Partner, in its sole and absolute discretion;

F. entry of a decree of judicial dissolution of the Partnership
pursuant to the provisions of the Act;

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G. the sale of all or substantially all of the assets and properties
of the Partnership; or

H. a final and non-appealable judgment is entered by a court of
competent jurisdiction ruling that the General Partner is bankrupt or
insolvent, or a final and non-appealable order for relief is entered by a court
with appropriate jurisdiction against the General Partner, in each case under
any federal or state bankruptcy or insolvency laws as now or hereafter in
effect, unless prior to the entry of such order or judgment all of the
remaining Partners agree in writing to continue the business of the Partnership
and to the appointment, effective as of a date prior to the date of such order
or judgment, of a substitute General Partner.

Section 13.2 Winding Up

A. Upon the occurrence of a Liquidating Event, the Partnership shall
continue solely for the purposes of winding up its affairs in an orderly
manner, liquidating its assets and satisfying the claims of its creditors and
Partners. No Partner shall take any action that is inconsistent with, or not
necessary to or appropriate for, the winding up of the Partnership's business
and affairs. The General Partner or, in the event there is no remaining
General Partner, any Person elected by a majority in interest of the Limited
Partners (the General Partner or such other Person being referred to herein as
the "Liquidator") shall be responsible for overseeing the winding up and
dissolution of the Partnership and shall take full account of the Partnership's
liabilities and property and the Partnership property shall be liquidated as
promptly as is consistent with obtaining the fair value thereof, and the
proceeds therefrom (which may, to the extent determined by the General Partner,
include shares of stock in the General Partner) shall be applied and
distributed in the following order:

(1) First, to the payment and discharge of all of the
Partnership's debts and liabilities to creditors
other than the Partners;

(2) Second, to the payment and discharge of all of the
Partnership's debts and liabilities to the Post
Partners;

(3) Third, to the payment and discharge of all of the
Partnership's debts and liabilities to the other
Partners;

(4) The balance, if any, to the General Partner and
Limited Partners in accordance with their Capital
Accounts, after giving effect to all contributions,
distributions, and allocations for all periods.

The General Partner shall not receive any additional compensation for any
services performed pursuant to this Article 13.

B. Notwithstanding the provisions of Section 13.2.A hereof which
require liquidation of the assets of the Partnership, but subject to the order
of priorities set forth therein, if prior to or upon dissolution of the
Partnership the Liquidator determines that an immediate sale of part or all of
the

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Partnership's assets would be impractical or would cause undue loss to the
Partners, the Liquidator may, in its sole and absolute discretion, defer for a
reasonable time the liquidation of any assets except those necessary to satisfy
liabilities of the Partnership (including to those Partners as creditors)
and/or distribute to the Partners, in lieu of cash, as tenants in common and in
accordance with the provisions of Section 13.2.A hereof, undivided interests in
such Partnership assets as the Liquidator deems not suitable for liquidation.
Any such distributions in kind shall be made only if, in the good faith
judgment of the Liquidator, such distributions in kind are in the best interest
of the Partners, and shall be subject to such conditions relating to the
disposition and management of such properties as the Liquidator deems
reasonable and equitable and to any agreements governing the operation of such
properties at such time. The Liquidator shall determine the fair market value
of any property distributed in kind using such reasonable method of valuation
as it may adopt.

C. In the discretion of the Liquidator, a pro rata portion of the
distributions that would otherwise be made to the General Partner and Limited
Partners pursuant to this Article 13 may be:

(1) distributed to a trust established for the benefit of
the General Partner and Limited Partners for the
purposes of liquidating Partnership assets,
collecting amounts owed to the Partnership, and
paying any contingent or unforeseen liabilities or
obligations of the Partnership or of the General
Partner arising out of or in connection with the
Partnership. The assets of any such trust shall be
distributed to the General Partner and Limited
Partners from time to time, in the reasonable
discretion of the Liquidator, in the same proportions
as the amount distributed to such trust by the
Partnership would otherwise have been distributed to
the General Partner and Limited Partners pursuant to
this Agreement; or

(2) withheld or escrowed to provide a reasonable reserve
for Partnership liabilities (contingent or otherwise)
and to reflect the unrealized portion of any
installment obligations owed to the Partnership,
provided that such withheld or escrowed amounts shall
be distributed to the General Partner and Limited
Partners in the manner and order of priority set
forth in Section 13.2.A as soon as practicable.

Section 13.3 Negative Capital Accounts

A. Except as provided in this Section 13.3, no Partner, General or
Limited, shall be liable to the Partnership or to any other Partner for any
negative balance outstanding in each such Partner's Capital Account, whether
such negative Capital Account results from the allocation of Net Losses or
other items of deduction and loss to such Partner or from distributions to such
Partner.

B. Subject to Section 13.3.C, if a Principal or a
Principal-Controlled Partnership, on the date of the "liquidation" of his
respective interest in the Partnership (within the meaning of Regulations
Section 1.704- 1(b)(2)(ii)(g)), has a negative balance in his Capital Account,
then such

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Partner shall contribute in cash to the capital of the Partnership the amount
required to increase his Capital Account as of such date to zero. Any such
contribution required of a Partner hereunder shall be made on or before the
later of (i) the end of the Partnership Year in which the interest of such
Partner is liquidated; or (ii) the ninetieth (90th) day following the date of
such liquidation. Notwithstanding any provision hereof to the contrary, all
amounts so contributed by a Partner to the capital of the Partnership shall,
upon the liquidation of the Partnership under this Article 13, be first paid to
any then creditors of the Partnership, and any remaining amount shall be
distributed to the other Partners, if any, then having positive balances in
their respective Capital Accounts in proportion to such positive balances.

C. After the death of a Principal, the executor of the estate of
such Principal may elect to reduce (or eliminate) the deficit Capital Account
restoration obligation of such Principal pursuant to Section 13.3.B. Such
election may be made by such executor by delivering to the General Partner
within two hundred seventy (270) days of the death of such Principal a written
notice setting forth the maximum deficit balance in his Capital Account that
such executor agrees to restore under Section 13.3.B, if any. If such executor
does not make a timely election pursuant to this Section 13.3.C (whether or not
the balance in his Capital Account is negative at such time), then such
Principal's estate (and the beneficiaries thereof who receive distribution of
Partnership Units therefrom) shall be deemed to have a deficit Capital Account
restoration obligation as set forth pursuant to the terms of Section 13.3.B.
Any Principal- Controlled Partnership may likewise elect, after the death of
its respective Principal, to reduce (or eliminate) its deficit Capital Account
restoration obligation pursuant to Section 13.3.B by delivering a similar
written notice to the General Partner within the time period specified herein.
Any Principal-Controlled Partnership that does not make any such timely
election shall similarly be deemed to have a deficit Capital Account
restoration obligation as set forth pursuant to the terms of Section 13.3.B.

Section 13.4 Deemed Distribution and Recontribution

Notwithstanding any other provision of this Article 13, in the event
the Partnership is liquidated within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's
property shall not be liquidated, the Partnership's liabilities shall not be
paid or discharged, and the Partnership's affairs shall not be wound up.
Instead, for federal income tax purposes and for purposes of maintaining
Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed
to have distributed the property in kind to the General Partner and Limited
Partners, who shall be deemed to have assumed and taken such property subject
to all Partnership liabilities, all in accordance with their respective Capital
Accounts. Immediately thereafter, the General Partner and Limited Partners
shall be deemed to have recontributed the Partnership property in kind to the
Partnership, which shall be deemed to have assumed and taken such property
subject to all such liabilities.

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Section 13.5 Rights of Limited Partners

Except as otherwise provided in this Agreement, each Limited Partner
shall look solely to the assets of the Partnership for the return of his
Capital Contributions and shall have no right or power to demand or receive
property other than cash from the Partnership. Except as otherwise provided in
this Agreement, no Limited Partner shall have priority over any other Limited
Partner as to the return of his Capital Contributions, distributions, or
allocations.

Section 13.6 Notice of Dissolution

In the event a Liquidating Event occurs or an event occurs that would,
but for an election or objection by one or more Partners pursuant to Section
13.1, result in a dissolution of the Partnership, the General Partner shall,
within thirty (30) days thereafter, provide written notice thereof to each of
the Partners.

Section 13.7 Termination of Partnership and Cancellation of
Certificate of Limited Partnership

Upon the completion of the liquidation of the Partnership cash and
property as provided in Section 13.2 hereof, the Partnership shall be
terminated, a certificate of cancellation shall be filed, and all
qualifications of the Partnership as a foreign limited partnership in
jurisdictions other than the State of Georgia shall be canceled and such other
actions as may be necessary to terminate the Partnership shall be taken.

Section 13.8 Reasonable Time for Winding-Up

A reasonable time shall be allowed for the orderly winding-up of the
business and affairs of the Partnership and the liquidation of its assets
pursuant to Section 13.2 hereof, in order to minimize any losses otherwise
attendant upon such winding-up, and the provisions of this Agreement shall
remain in effect between the Partners during the period of liquidation.

Section 13.9 Waiver of Partition

Each Partner hereby waives any right to partition of the Partnership
property.

ARTICLE 14
AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

Section 14.1 Amendments

A. Amendments to this Agreement may be proposed by the General
Partner or by any Limited Partners holding twenty-five percent (25%) or more of
the Partnership Interests. Following

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such proposal, the General Partner shall submit any proposed amendment to the
Limited Partners. The General Partner shall seek the written vote of the
Partners on the proposed amendment or shall call a meeting to vote thereon and
to transact any other business that it may deem appropriate. For purposes of
obtaining a written vote, the General Partner may require a response within a
reasonable specified time, but not less than fifteen (15) days, and failure to
respond in such time period shall constitute a vote which is consistent with
the General Partner's recommendation with respect to the proposal. Except as
provided in Section 14.1.B, 14.1.C or 14.1.D, a proposed amendment shall be
adopted and be effective as an amendment hereto if it is approved by the
General Partner and it receives the Consent of the Partners holding a majority
of the Percentage Interests of the Limited Partners with respect to Common
Partnership Units (including Limited Partner Interests held by any Post
Partner). [If the General Partner holds less than one percent (1%) of the
Common Partnership Units outstanding as of the date any Consent is sought
pursuant to the immediately preceding sentence, then solely for the purposes of
such Consent the number of Common Partnership Units held by the Post Partners
as Limited Partner Interests shall be reduced by the number of Common
Partnership Units that, if added to the Common Partnership Units then held by
the General Partner, would cause the General Partner to hold one percent (1%)
of the outstanding Common Partnership Units; the purpose of this sentence being
to avoid dilution of the Consent rights of Limited Partners other than the Post
Partners as compared to the Consent rights of such Limited Partners under the
Prior Agreement, which required the General Partner to maintain one percent
(1%) of the Partnership Units as the General Partner Interest.]

B. Notwithstanding Section 14.1.A, the General Partner shall have
the power, without the consent of the Limited Partners, to amend this Agreement
as may be required to facilitate or implement any of the following purposes:

(1) to add to the obligations of the General Partner or
surrender any right or power granted to the General
Partner or any Affiliate of the General Partner for
the benefit of the Limited Partners;

(2) to reflect the admission, substitution, termination,
or withdrawal of Partners in accordance with this
Agreement;

(3) to set forth the designations, rights, powers,
duties, and preferences of the holders of any
additional Partnership Interests issued pursuant to
Section 4.2.A hereof;

(4) to reflect a change that is of an inconsequential
nature and does not adversely affect the Limited
Partners in any material respect, or to cure any
ambiguity, correct or supplement any provision in
this Agreement not inconsistent with law or with
other provisions, or make other changes with respect
to matters arising under this Agreement that will not
be inconsistent with law or with the provisions of
this Agreement; and

-53-

(5) to satisfy any requirements, conditions or guidelines
contained in any order, directive, opinion, ruling or
regulation of a federal or state agency or contained
in federal or state law.

The General Partner shall provide notice to the Limited Partners when any
action under this Section 14.1.B is taken.

C. Notwithstanding Sections 14.1.A and 14.1.B hereof, this Agreement
shall not be amended without the Consent of each Partner adversely affected if
such amendment would (i) convert a Limited Partner's interest in the
Partnership into a general partner interest, (ii) modify the limited liability
of a Limited Partner in a manner adverse to such Limited Partner, (iii) alter
rights of the Partner to receive distributions pursuant to Article 5, or the
allocations specified in Article 6, in a manner adverse to such Partner (except
as permitted pursuant to Section 4.2 and Section 14.1.B(3) hereof), (iv) alter
or modify the Redemption Right and REIT Shares Amount as set forth in Sections
8.6 and 11.2.B, and related definitions hereof, in a manner adverse to such
Partner, (v) cause the termination of the Partnership prior to the time set
forth in Sections 2.5 or 13.1, or (vi) amend this Section 14.1.C. Further, no
amendment may alter the restrictions on the General Partner's authority set
forth in Section 7.3 without the Consent specified in that section.

D. Notwithstanding Section 14.1.A hereof, the General Partner shall
not amend Sections 4.2.A, 7.5, 7.6, 11.2 or 14.2 without the Consent of the
Partners holding a majority of the Percentage Interests held by the Limited
Partners with respect to Common Partnership Units (excluding Limited Partner
Interests held by any Post Partner).

Section 14.2 Meetings of the Partners

A. Meetings of the Partners may be called by the General Partner and
shall be called upon the receipt by the General Partner of a written request by
Limited Partners holding twenty-five percent (25%) or more of the Partnership
Interests held with respect to Common Partnership Units. The call shall state
the nature of the business to be transacted. Notice of any such meeting shall
be given to all Partners not less than seven (7) days nor more than thirty (30)
days prior to the date of such meeting. Partners may vote in person or by
proxy at such meeting. Whenever the vote or Consent of Partners is permitted
or required under this Agreement, such vote or Consent may be given at a
meeting of Partners or may be given in accordance with the procedure prescribed
in Section 14.1 hereof. Except as otherwise expressly provided in this
Agreement, the Consent of holders of a majority of the Percentage Interests
held with respect to Common Partnership Units shall control.

B. Any action required or permitted to be taken at a meeting of the
Partners may be taken without a meeting if a written consent setting forth the
action so taken is signed by a majority of the Percentage Interests of the
Partners held with respect to Common Partnership Units (or such other
percentage as is expressly required by this Agreement). Such consent may be in
one instrument or in several instruments, and shall have the same force and
effect as a vote of a majority of the

-54-

Percentage Interests of the Partners held with respect to Common Partnership
Units (or such other percentage as is expressly required by this Agreement).
Such consent shall be filed with the General Partner. An action so taken shall
be deemed to have been taken at a meeting held on the effective date so
certified.

C. Each Limited Partner may authorize any Person or Persons to act
for him by proxy on all matters in which a Limited Partner is entitled to
participate, including waiving notice of any meeting, or voting or
participating at a meeting. Every proxy must be signed by the Limited Partner
or his attorney-in-fact. No proxy shall be valid after the expiration of
eleven (11) months from the date thereof unless otherwise provided in the
proxy. Every proxy shall be revocable at the pleasure of the Limited Partner
executing it, such revocation to be effective upon the Partnership's receipt of
written notice of such revocation from the Limited Partner executing such
proxy.

D. Each meeting of Partners shall be conducted by the General
Partner or such other Person as the General Partner may appoint pursuant to
such rules for the conduct of the meeting as the General Partner or such other
Person deems appropriate in his sole discretion. Without limitation, meetings
of Partners may be conducted in the same manner as meetings of the shareholders
of PPI and may be held at the same time, and as part of, meetings of the
shareholders of PPI.

ARTICLE 15
GENERAL PROVISIONS

Section 15.1 Addresses and Notice

Any notice, demand, request or report required or permitted to be
given or made to a Partner or Assignee under this Agreement shall be in writing
and shall be deemed given or made when delivered in person or when sent by
first class United States mail or by other means of written communication to
the Partner or Assignee at the address set forth in Exhibit A or such other
address of which the Partner shall notify the General Partner in writing.

Section 15.2 Titles and Captions

All article or section titles or captions in this Agreement are for
convenience only. They shall not be deemed part of this Agreement and in no
way define, limit, extend or describe the scope or intent of any provisions
hereof. Except as specifically provided otherwise, references to "Articles"
and "Sections" are to Articles and Sections of this Agreement.

Section 15.3 Pronouns and Plurals

Whenever the context may require, any pronoun used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns, pronouns and verbs shall include the plural and vice
versa.

-55-

Section 15.4 Further Action

The parties shall execute and deliver all documents, provide all
information and take or refrain from taking action as may be necessary or
appropriate to achieve the purposes of this Agreement.

Section 15.5 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal
representatives and permitted assigns.

Section 15.6 Waiver

No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof shall constitute waiver of any
such breach or any other covenant, duty, agreement or condition.

Section 15.7 Counterparts

This Agreement may be executed in counterparts, all of which together
shall constitute one agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or
the same counterpart. Each party shall become bound by this Agreement
immediately upon affixing its signature hereto.

Section 15.8 Applicable Law

This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Georgia, without regard to the principles
of conflicts of law.

Section 15.9 Invalidity of Provisions

If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.

Section 15.10 Entire Agreement

This Agreement contains the entire understanding and agreement among
the Partners with respect to the subject matter hereof and supersedes the Prior
Agreement and any other prior written or oral understandings or agreements
among them with respect thereto.

Section 15.11 Guaranty by PPI

PPI unconditionally and irrevocably guarantees to the Limited Partners
the performance by the Post Partners of the Post Partners' respective
obligations under this Agreement. This guarantee is exclusively for the
benefit of the Limited Partners and shall not extend to the benefit of any
creditor of the Partnership.

-56-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal as of the date first written above.

GENERAL PARTNER:

POST GP HOLDINGS, INC.

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
President

[CORPORATE SEAL]

LIMITED PARTNERS:

POST LP HOLDINGS, INC.:

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
President

[CORPORATE SEAL]

Each of the Limited Partners listed on Exhibit A
(other than Post LP Holdings, Inc.)

By: POST PROPERTIES, INC.,
as attorney-in-fact

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (SEAL)
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman

-57-

Post Properties, Inc. has executed and delivered this Agreement solely for the
purposes of agreeing to the provisions of this Agreement applicable to it,
including without limitation Section 15.11 hereof. Neither this execution by
Post Properties, Inc. nor anything contained herein constitute or shall be
deemed to constitute Post Properties, Inc. as a partner in the Partnership.

POST PROPERTIES, INC.

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman

-58-

EXHIBIT A
PARTNERS, CONTRIBUTIONS AND
PARTNERSHIP INTERESTS

[AWAITING CONFIRMATION FROM POST.]

Agreed Value of
Name and Address Cash Contributed Total Partnership Date of
of Partner Contribution Property Contribution Units Contribution(s)

General Partner

Post GP Holdings, Inc.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Limited Partners
Post LP Holdings, Inc.

Additional Limited
Partners

EXHIBIT A
(Page 1 of ___)

EXHIBIT B
CAPITAL ACCOUNT MAINTENANCE

1. Capital Accounts of the Partners

A. The Partnership shall maintain for each
Partner a separate Capital Account in
accordance with the rules of Regulations
Section 1.704-1(b)(2)(iv). Such Capital
Account shall be increased by (i) the amount
of all Capital Contributions and any other
deemed contributions made by such Partner to
the Partnership pursuant to this Agreement,
and (ii) all items of Partnership income and
gain (including income and gain exempt from
tax) computed in accordance with Section 1.B
hereof and allocated to such Partner pursuant
to Section 6.1.A of the Agreement and Exhibit
C hereof, and decreased by (x) the amount of
cash or Agreed Value of all actual and deemed
distributions of cash or property made to
such Partner pursuant to this Agreement and
(y) all items of Partnership deduction and
loss computed in accordance with Section 1.B
hereof and allocated to such Partner pursuant
to Section 6.1.B of the Agreement and Exhibit
C hereof.

B. For purposes of computing the amount of any
item of income, gain, deduction or loss to be
reflected in the Partners' Capital Accounts,
unless otherwise specified in this Agreement,
the determination, recognition and
classification of any such item shall be the
same as its determination, recognition and
classification for federal income tax
purposes determined in accordance with
Section 703(a) of the Code (for this purpose
all items of income, gain, loss or deduction
required to be stated separately pursuant to
Section 703(a)(1) of the Code shall be
included in taxable income or loss), with the
following adjustments:

(1) Except as otherwise provided
in Regulations Section
1.704(b)(2)(iv)(m), the
computation of all items of
income, gain, loss and
deduction shall be made
without regard to any
election under Section 754 of
the Code which may be made by
the Partnership, provided
that the amounts of any
adjustments to the adjusted
bases of the assets of the
Partnership made pursuant to
Section 734 of the Code as a
result of the distribution of
property by the Partnership
to a Partner (to the extent
that such adjustments have
not previously been reflected
in the Partners' Capital
Accounts) shall be reflected
in the Capital Accounts of
the Partners in the manner
and subject to the
limitations prescribed in
Regulations Section
1.704-1(b)(2)(iv)(m)(4).

(2) The computation of all items
of income, gain, loss and
deduction shall be made
without regard to the fact
that items described in
Sections 705(a)(1)(B) or
705(a)(2)(B) of the Code are
not includable in gross

EXHIBIT B
(Page 1 of 4)

income or are neither
currently deductible nor
capitalized for federal income
tax purposes.

(3) Any income, gain or loss
attributable to the taxable
disposition of any
Partnership property shall be
determined as if the adjusted
basis of such property as of
such date of disposition were
equal in amount to the
Partnership's Carrying Value
with respect to such property
as of such date.

(4) In lieu of the depreciation,
amortization and other cash
recovery deductions taken
into account in computing
such taxable income or loss,
there shall be taken into
account Depreciation for such
fiscal year.

(5) In the event the Carrying
Value of any Partnership
Asset is adjusted pursuant to
Section 1.D hereof, the
amount of any such adjustment
shall be taken into account
as gain or loss from the
disposition of such asset.

(6) Any items specially
allocated under Section 2 of
Exhibit C hereof shall not be
taken into account.

C. Generally, a transferee (including any
Assignee) of a Partnership Unit shall succeed
to a pro rata portion of the Capital Account
of the transferor; provided, however, that,
if the transfer causes a termination of the
Partnership under Section 708(b)(1)(B) of the
Code, the Partnership's properties shall be
deemed, solely for federal income tax
purposes, to have been distributed in
liquidation of the Partnership to the holders
of Partnership Units (including such
transferee) and recontributed by such Persons
in reconstitution of the Partnership. In
such event, the Carrying Values of the
Partnership properties shall be adjusted
immediately prior to such deemed distribution
pursuant to Section 1.D.(2) hereof. The
Capital Accounts of such reconstituted
Partnership shall be maintained in accordance
with the principles of this Exhibit B.

D. (1) Consistent with the provisions of
Regulations Section
1.704-1(b)(2)(iv)(f), and as
provided in Section 1.D.(2), the
Carrying Values of all Partnership
assets shall be adjusted upward or
downward to reflect any Unrealized
Gain or Unrealized Loss attributable
to such Partnership property, as of
the times of the adjustments
provided in Section 1.D.(2) hereof,
as if such Unrealized Gain or
Unrealized Loss had been recognized
on an actual sale of each such
property and allocated pursuant to
Section 6.1 of the Agreement.

(2) Such adjustments shall be made as of
the following times: (a) immediately
prior to the acquisition of an
additional interest in the
Partnership by any new or existing
Partner in exchange for more than a
de minimis Capital

EXHIBIT B
(Page 2 of 4)

Contribution; (b) immediately prior
to the distribution by the
Partnership to a Partner of more than
a de minimis amount of property as
consideration for an interest in the
Partnership; and (c) immediately
prior to the liquidation of the
Partnership within the meaning of
Regulations Section 1.704-
1(b)(2)(ii)(g), provided, however,
that adjustments pursuant to clauses
(a) and (b) above shall be made only
if the General Partner determines
that such adjustments are necessary
or appropriate to reflect the
relative economic interests of the
Partners in the Partnership.

(3) In accordance with Regulations
Section 1.704-1(b)(2)(iv)(e) the
Carrying Value of Partnership assets
distributed in kind shall be
adjusted upward or downward to
reflect any Unrealized Gain or
Unrealized Loss attributable to such
Partnership property, as of the time
any such asset is distributed.

(4) In determining Unrealized Gain or
Unrealized Loss for purposes of this
Exhibit B, the aggregate cash amount
and fair market value of all
Partnership assets (including cash
or cash equivalents) shall be
determined by the General Partner
using such reasonable method of
valuation as it may adopt, or in the
case of a liquidating distribution
pursuant to Article 13 of the
Agreement, be determined and
allocated by the Liquidator using
such reasonable methods of valuation
as it may adopt. The General
Partner, or the Liquidator, as the
case may be, shall allocate such
aggregate value among the assets of
the Partnership (in such manner as
it determines in its sole and
absolute discretion to arrive at a
fair market value for individual
properties).

E. The provisions of this Agreement (including
this Exhibit B and the other Exhibits to this
Agreement) relating to the maintenance of
Capital Accounts are intended to comply with
Regulations Section 1.704-1(b), and shall be
interpreted and applied in a manner
consistent with such Regulations. In the
event the General Partner shall determine
that it is prudent to modify the manner in
which the Capital Accounts, or any debits or
credits thereto (including, without
limitation, debits or credits relating to
liabilities which are secured by contributed
or distributed property or which are assumed
by the Partnership, the General Partner, or
the Limited Partners), are computed in order
to comply with such Regulations, the General
Partner may make such modification, provided
that it is not likely to have a material
effect on the amounts distributable to any
Person pursuant to Article 13 of the
Agreement upon the dissolution of the
Partnership. The General Partner also shall
(i) make any adjustments that are necessary
or appropriate to maintain equality between
the Capital Accounts of the Partners and the
amount of Partnership capital reflected on
the Partnership's balance sheet, as computed
for book purposes, in accordance with
Regulations Section 1.704-1(b)(2)(iv)(q), and
(ii) make any appropriate

EXHIBIT B
(Page 3 of 4)

modifications in the event unanticipated
events might otherwise cause this Agreement
not to comply with Regulations Section
1.704-(b).

2. No Interest

No interest shall be paid by the Partnership on Capital Contributions
or on balances in Partners' Capital Accounts.

3. No Withdrawal

No Partner shall be entitled to withdraw any part of his Capital
Contribution or his Capital Account or to receive any distribution from the
Partnership, except as provided in Articles 4, 5, 7 and 13 hereof.

EXHIBIT B
(Page 4 of 4)

EXHIBIT C
SPECIAL ALLOCATION RULES

1. Special Allocation Rules

Notwithstanding any other provision of the Agreement or this Exhibit
C, the following special allocations shall be made in the following order:

A. Minimum Gain Chargeback. Notwithstanding the provisions of
Section 6.1 of the Agreement or any other provisions of this Exhibit C, if
there is a net decrease in Partnership Minimum Gain during any Partnership
Year, each Partner shall be specially allocated items of Partnership gross
income and gain for such year (and, if necessary, subsequent years) in an
amount equal to such Partner's share of the net decrease in Partnership Minimum
Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant
to the previous sentence shall be made in proportion to the respective amounts
required to be allocated to each Partner pursuant thereto. The items to be so
allocated shall be determined in accordance with Regulations Section
1.704-2(f)(6). This Section 1.A is intended to comply with the minimum gain
chargeback requirements in Regulations Section 1.704-2(f) and for purposes of
this Section 1.A only, each Partner's Adjusted Capital Account Deficit shall be
determined prior to any other allocations pursuant to Section 6.1 of this
Agreement with respect to such Partnership Year and without regard to any
decrease in Partner Minimum Gain during such Partnership Year.

B. Partner Minimum Gain Chargeback. Notwithstanding any other
provision of Section 6.1 of the Agreement or any other provisions of this
Exhibit C (except Section 1.A hereof), if there is a net decrease in Partner
Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership
Year, each Partner who has a share of the Partner Minimum Gain attributable to
such Partner Nonrecourse Debt, determined in accordance with Regulations
Section 1.704-2(i)(5), shall be specially allocated items of Partnership gross
income and gain for such year (and, if necessary, subsequent years) in an
amount equal to such Partner's share of the net decrease in Partner Minimum
Gain attributable to such Partner Nonrecourse Debt, determined in accordance
with Regulations Section 1.704-2(i)(5). Allocations pursuant to the previous
sentence shall be made in proportion to the respective amounts required to be
allocated to each Partner pursuant thereto. The items to be so allocated shall
be determined in accordance with Regulations Section 1.704-2(i)(4). This
Section 1.B is intended to comply with the minimum gain chargeback requirement
in such Section of the Regulations and shall be interpreted consistently
therewith. Solely for purposes of this Section 1.B, each Partner's Adjusted
Capital Account Deficit shall be determined prior to any other allocations
pursuant to Section 6.1 of the Agreement or this Exhibit C with respect to such
Partnership Year, other than allocations pursuant to Section 1.A hereof.

EXHIBIT C
(Page 1 of 4)

C. Qualified Income Offset. In the event any Partner
unexpectedly receives any adjustments, allocations or distributions described
in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
1.704- 1(b)(2)(ii)(d)(6), and after giving effect to the allocations required
under Sections 1.A and 1.B hereof, such Partner has an Adjusted Capital Account
Deficit, items of Partnership gross income and gain shall be specifically
allocated to such Partner in an amount and manner sufficient to eliminate, to
the extent required by the Regulations, its Adjusted Capital Account Deficit
created by such adjustments, allocations or distributions as quickly as
possible.

D. Nonrecourse Deductions. Nonrecourse Deductions for any
Partnership Year shall be allocated to the Partners in accordance with their
respective Percentage Interests in Common Partnership Units. If the General
Partner determines in its good faith discretion that Nonrecourse Deductions for
any Partnership Year must be allocated in a different ratio to satisfy the safe
harbor requirements of the Regulations promulgated under Section 704(b) of the
Code, the General Partner is authorized, upon notice to the Limited Partners,
to revise the prescribed ratio for such Partnership Year to the numerically
closest ratio which does satisfy such requirements.

E. Partner Nonrecourse Deductions. Any Partner Nonrecourse
Deductions for any Partnership Year shall be specially allocated to the Partner
who bears the economic risk of loss with respect to the Partner Nonrecourse
Debt to which such Partner Nonrecourse Deductions are attributable in
accordance with Regulations Section 1.704-2(i)(2).

F. Priority Allocation With Respect To Preferred Partnership
Units. All or a portion of the remaining items of Partnership gross income or
gain for the Partnership Year, if any, shall be specially allocated to the Post
Partners in an amount equal to the excess, if any, of the cumulative
distributions received by each Post Partner pursuant to Section 5.1(i) hereof
for the current Partnership Year and all prior Partnership Years (other than
any distributions that are treated as being in satisfaction of the Liquidation
Preference Amount for any Preferred Partnership Units) over the cumulative
allocations of Partnership gross income and gain to such Post Partner under
this Section 1.F for all prior Partnership Years (such allocations being made
in proportion to the respective excess amounts for each Post Partner).

G. Code Section 754 Adjustments. To the extent an adjustment to
the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or
743(b) of the Code is required, pursuant to Regulations Section
1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts,
the amount of such adjustment to the Capital Accounts shall be treated as an
item of gain (if the adjustment increases the basis of the asset) or loss (if
the adjustment decreases such basis), and such item of gain or loss shall be
specially allocated to the Partners in a manner consistent with the manner in
which their Capital Accounts are required to be adjusted pursuant to such
Section of the Regulations.

EXHIBIT C
(Page 2 of 4)

2. Allocations for Tax Purposes

A. Except as otherwise provided in this Section 2, for federal
income tax purposes, each item of income, gain, loss and deduction shall be
allocated among the Partners in the same manner as its correlative item of
"book" income, gain, loss or deduction is allocated pursuant to Section 6.1 of
the Agreement and Section 1 of this Exhibit C.

B. In an attempt to eliminate Book-Tax Disparities attributable
to a Contributed Property or Adjusted Property, items of income, gain, loss,
and deduction shall be allocated for federal income tax purposes among the
Partners as follows:

(1) In the case of a Contributed Property, such
items attributable thereto shall be allocated

a. among the Partners consistent with
the principles of Section 704(c) of
the Code that takes into account the
variation between the 704(c) Value
of such property and its adjusted
basis at the time of contribution;
and

b. any item of Residual Gain or
Residual Loss attributable to a
Contributed Property shall be
allocated among the Partners in the
same manner as its correlative item
of "book" gain or loss is allocated
pursuant to Section 6.1 of the
Agreement and Section 1 of this
Exhibit C.

(2) In the case of an Adjusted Property, such
items attributable thereto shall be
allocated,

a. first, among the Partners in a
manner consistent with the
principles of Section 704(c) of the
Code to take into account the
Unrealized Gain or Unrealized Loss
attributable to such property and
the allocations thereof pursuant to
Exhibit B;

b. second, in the event such property
was originally a Contributed
Property, among the Partners in a
manner consistent with Section
2.B.(1) of this Exhibit C; and

c. any item of Residual Gain or
Residual Loss attributable to an
Adjusted Property shall be allocated
among the Partners in the same
manner as its correlative item of
"book" gain or loss is allocated

EXHIBIT C
(Page 3 of 4)

pursuant to Section 6.1 of the Agreement
and Section 1 of this Exhibit C.

(3) All other items of income, gain, loss and
deduction shall be allocated among the
Partners in the same manner as their
correlative item of "book" gain or loss is
allocated pursuant to Section 6.1 of the
Agreement and Section 1 of this Exhibit C.

C. To the extent Regulations promulgated pursuant to Section
704(c) of the Code permit a partnership to utilize alternative methods to
eliminate the disparities between the agreed value of property and its adjusted
basis (including, without limitation, the implementation of curative
allocations), the General Partner shall have the authority to elect the method
to be used by the Partnership and such election shall be binding on all
Partners.

Without limiting the foregoing, the General Partner shall take all
steps (including, without limitation, implementing curative allocations) that
it determines are necessary or appropriate to ensure that the amount of taxable
gain required to be recognized by the General Partner upon a disposition by the
Partnership of any Contributed Property or Adjusted Property does not exceed
the sum of (i) the gain that would be recognized by the General Partner if such
Property had an adjusted tax basis at the time of disposition equal to the
704(c) Value of such property; plus (ii) the deductions for depreciation,
amortization or other cost recovery actually allowed to the General Partner
with respect to such property for federal income tax purposes (after giving
effect to the "ceiling rule").

EXHIBIT C
(Page 4 of 4)

EXHIBIT D
VALUE OF CONTRIBUTED PROPERTY

Underlying Property 704(c) Value Agreed Value
------------------- ------------ ------------

EXHIBIT D
(Page 1 of 1)

EXHIBIT E
NOTICE OF REDEMPTION

The undersigned Limited Partner hereby irrevocably (i) redeems
__________ Partnership Units in Post Apartment Homes, L.P. in accordance with
the terms of the Second Amended and Restated Agreement of Limited Partnership
of Post Apartment Homes, L.P., as amended, and the Redemption Right referred to
therein, (ii) surrenders such Partnership Units and all right, title and
interest therein, and (iii) directs that the Cash Amount or REIT Shares (as
determined by the General Partner) deliverable upon exercise of the Redemption
Right be delivered to the address specified below, and if REIT Shares are to be
delivered, such REIT Shares be registered or placed in the name(s) and at the
address(es) specified below. The undersigned hereby represents, warrants,
certifies and agrees (a) that the undersigned has good, marketable and
unencumbered title to such Partnership Units, free and clear of the rights or
interests of any other person or entity, (b) that the undersigned has the full
right, power and authority to redeem and surrender such Partnership Units as
provided herein, (c) that the undersigned has obtained the consent or approval
of all persons or entities, if any, having the right to consent to or approve
such redemption and surrender, (d) that, if REIT Shares are to be delivered,
the undersigned is acquiring such REIT Shares for his own account, for
investment and without a view to engaging in any resale or distribution
thereof, except such as may occur pursuant to the registration statement
required to be filed by the Company pursuant to a Registration Rights and
Lock-Up Agreement to which the undersigned and the General Partner are parties,
(e) that, if REIT Shares are to be delivered, such REIT Shares may not be
transferred by the undersigned except in transactions pursuant to such
registration statement or that are exempt from the registration requirements of
the Securities Act of 1933 and all applicable state and foreign securities laws
and (f) that, if REIT Shares are to be delivered, the Company may refuse to
transfer such REIT Shares as to which evidence satisfactory to it of such
registration or exemptions is not provided to it.

Dated:
-------------

Name of Limited Partner:

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(Signature of Limited Partner)

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(Street Address)

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(City) (State) (Zip Code)

Signature Guaranteed by:

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IF REIT SHARES ARE TO BE ISSUED, ISSUE TO:

Please insert social security or identifying number:

EXHIBIT E
(Page 1 of 1)

EXHIBIT F
DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS
OF THE
SERIES A PREFERRED PARTNERSHIP UNITS

The following are the terms of the Series A Preferred Partnership Units
established pursuant to this Amendment:

1. Number

The maximum number of authorized Series A Preferred Partnership Units
shall be 1,150,000.

2. Relative Seniority

In respect of rights to receive quarterly distributions and to
participate in distributions of payments in the event of any liquidation,
dissolution or winding up of the Partnership, the Series A Preferred
Partnership Units shall rank senior to the Common Partnership Units and any
other class or series of Partnership Units of the Partnership ranking, as to
quarterly distributions and upon liquidation, junior to the Series A Preferred
Partnership Units (collectively, "Junior Partnership Units").

3. Quarterly Distributions

A. The Post Partners, in their capacity as the holders of the
then outstanding Series A Preferred Partnership Units, shall be entitled to
receive, when and as declared by the General Partner out of any funds legally
available therefor, cumulative quarterly distributions at the rate of $4.25 per
Series A Preferred Partnership Unit per year, payable in equal amounts of
$1.0625 per unit 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 beginning on December 31, 1996 (each such day
being hereafter called a "Quarterly Distribution Date" and each period ending
on a Quarterly Distribution Date being hereinafter called a "Distribution
Period"). Quarterly distributions on each Series A Preferred Partnership Unit
shall accrue and be cumulative from and including the date of original issue
thereof, whether or not (i) quarterly distributions on such Series A Preferred
Partnership Units are earned or declared; or (ii) on any Quarterly Distribution
Date there shall be funds legally available for the payment of quarterly
distributions. Quarterly distributions paid on the Series A Preferred
Partnership Units in an amount less than the total amount of such quarterly
distributions at the time accrued and payable on such Partnership Units shall
be allocated pro rata on a per unit basis among all such Series A Preferred
Partnership Units at the time outstanding.

EXHIBIT E
(Page 1 of 4)

"Business Day" shall mean any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions in New
York City are authorized or required by law, regulation or executive order to
close.

B. The amount of any quarterly distributions accrued on any
Series A Preferred Partnership Units at any Quarterly Distribution Date shall
be the amount of any unpaid quarterly distributions accumulated thereon, to and
including such Quarterly Distribution Date, whether or not earned or declared,
and the amount of quarterly distributions accrued on any Series A Preferred
Partnership Units at any date other than a Quarterly Distribution Date shall be
equal to the sum of the amount of any unpaid quarterly distributions
accumulated thereon, to and including the last preceding Quarterly Distribution
Date, whether or not earned or declared, plus an amount calculated on the basis
of the annual distribution rate of $4.25 per unit for the period after such
last preceding Quarterly Distribution Date to and including the date as of
which the calculation is made based on a 360-day year of twelve 30-day months.

C. Except as provided herein, the Series A Preferred Partnership
Units shall not be entitled to participate in the earnings or assets of the
Partnership, and no interest, or sum of money in lieu of interest, shall be
payable in respect of any distribution or distributions on the Series A
Preferred Partnership Units which may be in arrears.

D. Any distribution made on the Series A Preferred Partnership
Units shall be first credited against the earliest accrued but unpaid quarterly
distribution due with respect to such Partnership Units which remains payable.

E. No quarterly distributions on the Series A Preferred
Partnership Units shall be authorized by the General Partner or be paid or set
apart for payment by the Partnership at such time as the terms and provisions
of any agreement of PPI, the General Partner or the Partnership, including any
agreement relating to its indebtedness, prohibits such authorization, payment
or setting apart for payment or provides that such authorization, payment or
setting apart for payment would constitute a breach thereof or a default
thereunder, or if such authorization or payment shall be restricted or
prohibited by law. Notwithstanding the foregoing, quarterly distributions on
the Series A Preferred Partnership Units will accrue whether or not the
Partnership has earnings, whether or not there are funds legally available for
the payment of such quarterly distributions and whether or not such quarterly
distributions are authorized.

4. Liquidation Rights

A. Upon the voluntary or involuntary dissolution, liquidation or
winding up of the Partnership, the Post Partners, in their capacity as the
holders of the Series A Preferred Partnership Units then outstanding, shall be
entitled to receive and to be paid out of the assets of the Partnership
available for distribution to its partners, before any payment or distribution
shall be made on any Junior Partnership Units, the amount of $50.00 per Series
A Preferred Partnership Unit, plus accrued and unpaid quarterly distributions
thereon.

EXHIBIT F
(Page 2 of 4)

B. After the payment to the holders of the Series A Preferred
Partnership Units of the full preferential amounts provided for herein, the
Post Partners, in their capacity as the holders of the Series A Preferred
Partnership Units as such, shall have no right or claim to any of the remaining
assets of the Partnership.

C. If, upon any voluntary or involuntary dissolution,
liquidation, or winding upon of the Partnership, the amounts payable with
respect to the preference value of the Series A Preferred Partnership Units and
any other Preferred Partnership Units of the Partnership ranking as to any such
distribution on a parity with the Series A Preferred Partnership Units are not
paid in full, the holders of the Series A Preferred Partnership Units and of
such other Preferred Partnership Units will share ratably in any such
distribution of assets of the Partnership in proportion to the full respective
preference amounts to which they are entitled.

D. Neither the sale, lease or conveyance of all or substantially
all of the property or business of the Partnership, nor the merger or
consolidation of the Partnership into or with any other entity or the merger or
consolidation of any other entity into or with the Partnership, shall be deemed
to be a dissolution, liquidation or winding up, voluntary or involuntary, for
the purposes hereof.

5. Redemption

A. Optional Redemption. On and after October 1, 2026, the
General Partner may, at its option, cause the Partnership to redeem at any time
all or, from time to time, part of the Series A Preferred Partnership Units at
a price per unit (the " Redemption Price"), payable in cash, of $50, together
with all accrued and unpaid distributions to the and including the date fixed
for redemption (the "Redemption Date"). The Series A Preferred Partnership
Units have no stated maturity and will not be subject to any sinking fund or
mandatory redemption provisions.

B. Procedures of Redemption.

(1) At any time that PPI exercises its right to redeem
all or any of the Series A Preferred Shares, the
General Partner shall exercise its right to cause the
Partnership to redeem an equal number of Series A
Preferred Partnership Units in the manner set forth
herein.

(2) No Series A Preferred Partnership Units may be
redeemed except from proceeds from the sale of
capital stock of PPI, including but not limited to
common stock, preferred stock, depositary shares,
interests, participations or other ownership
interests (however designated) and any rights (other
than debt securities convertible into the
exchangeable for equity securities) or options to
purchase any of the foregoing. The proceeds of such
sale of capital stock of PPI shall be conveyed by PPI
to the Post Partners, by contribution or loan, and
thereupon contributed by the Post Partners to the
Partnership pursuant to the requirements of Section
4.2 of the Partnership Agreement.

EXHIBIT F
(Page 3 of 4)

6. Voting Rights

Except as required by law, the General Partner, in its capacity as the
holder of the Series A Preferred Partnership Units, shall not be entitled to
vote at any meeting of the Partners or for any other purpose or otherwise to
participate in any action taken by the Partnership or the Partners, or to
receive notice of any meeting of Partners.

7. Conversion

The Series A Preferred Partnership Units are not convertible into or
exchangeable for an other property or securities of the Partnership.

8. Restrictions on Ownership

The Series A Preferred Partnership Units shall be owned and held
solely by one or both of the Post Partners. As of the date hereof, all of the
Series A Preferred Partnership Units are owned by Post LP Holdings.

9. General

The rights of the Post Partners, in their capacity as holders of the
Series A Preferred Partnership Units, are in addition to and not in limitation
on any other rights or authority of the Post Partners, in any other capacity,
under the Partnership Agreement. In addition, nothing contained herein shall
be deemed to limit or otherwise restrict any rights or authority of the Post
Partners under the Partnership Agreement, other than in their capacity as the
holders of the Series A Preferred Partnership Units.

EXHIBIT F
(Page 4 of 4)

EXHIBIT 10.1 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

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