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EXHIBIT 4(e)
TEMPORARY CERTIFICATE-EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE WHEN
READY FOR DELIVERY
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PAR VALUE $.01 PER SHARE
8 1/2% SERIES A CUMULATIVE
REDEEMABLE PREFERRED SHARES
POST PROPERTIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA
THE CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR
IN THE CITIES OF NEW YORK, NY CERTAIN CONDITIONS
OR WINSTON-SALEM, NC
CUSIP 737464 206
THIS IS TO CERTIFY THAT:
is the
owner of:
FULLY PAID AND NON-ASSESSABLE SHARES OF THE 8 1/2% SERIES A CUMULATIVE
REDEEMABLE PREFERRED SHARES OF
POST PROPERTIES, INC. TRANSFERABLE ON THE BOOKS OF SAID COMPANY IN PERSON OR
BY ATTORNEY ON THE SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.
THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT
AND REGISTERED BY THE REGISTRAR.
CERTIFICATE OF STOCK
DATED
COUNTERSIGNED AND REGISTERED /S/ JOHN A. WILLIAMS
WACHOVIA BANK OF NORTH CAROLINA, N.A. ---------------------
WINSTON-SALEM, NC TRANSFER AGENT CHAIRMAN OF THE BOARD
AND REGISTRAR
/S/ SHERRY W. COHEN
---------------------
SECRETARY
POST PROPERTIES, INC.
SEAL
GEORGIA
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POST PROPERTIES, INC.
THE ARTICLES OF AMENDMENT ON FILE IN THE OFFICE OF THE SECRETARY OF STATE OF
THE STATE OF GEORGIA SET FORTH A FULL STATEMENT OF ALL DESIGNATIONS,
PREFERENCES, AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO
DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION, AND OTHER
RELATIVE RIGHTS OF THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE. THE
PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON OWNERSHIP FOR THE PURPOSE OF MAINTAINING THE COMPANY'S STATUS
AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED. THE ARTICLES OF AMENDMENT ON FILE IN THE OFFICE OF THE SECRETARY OF
STATE OF THE STATE OF GEORGIA SET FORTH A FULL STATEMENT OF (A) THE TRANSFER
RESTRICTIONS WHICH ARE APPLICABLE TO THE PREFERRED SHARES REPRESENTED BY THIS
CERTIFICATE AND (B) THE CONSEQUENCES FOR TRANSFERRING THE PREFERRED SHARES IN
VIOLATION OF SUCH RESTRICTIONS.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be counted as though they were written out in full
according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT --
TEN ENT --as tenants by the entireties ........ Custodian ...............
JT TEN --as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants under Uniform Gifts to Minors
in common Act..................
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED_____________HEREBY SELL, ASSIGN, AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ACCOUNT
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF
ASSIGNEE)
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---------------------------------------------------------------SHARES
OF THE PREFERRED SHARES REPRESENTED BY THE WITHIN CERTIFICATE AND DO
HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
-------------------------------------------------------------ATTORNEY
TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED
CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES
DATED
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SIGNATURE(S) GUARANTEED: ---------------------------
(SIGNATURE)
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THE SIGNATURE(S) SHOULD BE GUARANTEED NOTICE: THE SIGNATURE(S) ON THIS
BY AN ELIGIBLE GUARANTOR INSTITUTION, ASSIGNMENT MUST CORRESPOND WITH
AS DEFINED IN RULE 17AD-15 UNDER THE NAME(S) AS WRITTEN UPON THE
THE SECURITIES AND EXCHANGE ACT FACE OF THE CERTIFICATE IN EVERY
OF 1934 AS AMENDED. PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGES
WHATSOEVER.